Showcase Talks

Terms and Conditions

The following terms and conditions (the “Terms of Use” or the “Agreement”) constitute an agreement between you and Showcase Talks. (“Showcase Talks,” “Showcase,” “we,” or “us”), the operator of Showcase Talks.com and related websites, applications, services and mobile applications, and all associated services (collectively, the “Services”) provided by Showcase Talks and on/in which these Terms of Use are posted, incorporated, or referenced. For the purposes of these Terms of Use, the “Services” include, without limitation, scheduling, payment, and other service pages maintained by Showcase Talks on behalf of, by, or through, third parties and appointment scheduling technology integrated into third party websites, services, accounts, and providers. These Terms of Use govern your use of the Services, whether or not you have created a Showcase Talks Account or use the service. This Agreement constitutes a contract between you the user that governs your access and use of the Services. By accessing and/or using our Services, you agree to all the terms and conditions of this Agreement. If you do not agree, then you may not use the Services. As used in this Agreement, “you” means any visitor, user, or other person who accesses our Services; whether or not such person registered for an Account or actually uses any service, and shall be construed as liberal as possible. If your use of the Services is terminated for any reason, then: (a) this Agreement will continue to apply and be binding upon you with regard to your prior use of the Services (as well as any subsequent and unauthorized use of the Services), including your indemnification obligations as described herein; and (b) any rights or licenses granted to us under this Agreement will survive such termination. Showcase Talks’ collection and use of Personal Information in connection with the Services is described in Showcase Talks’ Privacy policy as described herein.

IMPORTANT: Please note and review the arbitration notice and class action waiver in section below carefully, as it will require you to resolve disputes between you and Showcase Talks by binding, individual arbitration. you acknowledge and agree that you and Showcase Talks are each waiving the right to a trial by jury. you further acknowledge and agree that you waive your right to participate as a plaintiff or class member in any purported class action or representative proceeding against Showcase Talks. By entering this agreement, you expressly acknowledge that you have read and understood, and agree to be bound by, all of the terms and conditions of this agreement and have taken time to consider the consequences of this important decision.

Please take notice that we may change this Agreement at any time and without prior notice. If we make a change to this Agreement, it will be effective as soon as we post it and the most current version of this Agreement will always be posted under the “Terms of Use” link available on our website(s) and mobile application(s) (“Updated Terms”). If we make a material change to the Agreement, we may provide you notice by posting on the website or some other manner. It is your obligation to periodically review the terms of service to apprise yourself of the terms and conditions, as well as any changes. You agree that you will review this Agreement periodically. By continuing to access and/or use the Services after we post Updated Terms, you agree to be bound by the Updated Terms, and if you do not agree to the Updated Terms, you must stop using and/or accessing the Services. Any disputes under this Agreement will be governed by the version of Agreement in effect at the time of the first event which gave rise to the dispute. Except for changes by us as described here, no other amendment or modification of these Terms of Use will be effective unless in writing and signed by both you and us.

We may from time to time add new features to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one or any part of the existing Services. Under no circumstances will Showcase Talks be liable for any suspension or discontinuation of any of the Services or portion thereof, and any use of new services will be governed by this Agreement. If you create an account with us, an affiliated third party, or uses any services with us or a third party affiliate, you agree to the terms and conditions herein and if you create an account and use the services on behalf of an individual or entity other than yourself, you represent that you are authorized by such individual or entity to accept this Agreement on such individual’s or entity’s behalf and bind them to this Agreement (in which case, the references to “you” and “your” in this Agreement, except for in this sentence, refer to that individual or entity).

1. SERVICES

Subject to these Terms of Use, Showcase Talks grants you a limited, non-exclusive, revocable, non sublicensable, non-transferable license to use the Services in accordance with these Terms of Use. Portions of the Services can be viewed without an account or use of service. Using ourservices requires that information be directly and indirectly submitted to us, including but not limited to, personal data, content, and other data from your devices. If you do provide us with any information, you authorize Showcase Talks to use and disclose it as described herein. You acknowledge that some Content may be provided by others. “Content” means content, text, data, graphics, images, photographs, video, audio, information, suggestions, articles, scheduling availability, guidance, and other materials provided, made available or otherwise found through the Services, including, without limitation, Content provided in direct response to your questions or postings. Please note that we make no guarantees, representations or warranties, whether express or implied, with respect to any content, ownership, use or any other representation (including but not limited to descriptions of professional qualifications, expertise, quality of work, price or cost information, insurance coverage or benefit information). In no event shall we be liable to you or anyone else for any decision made or action taken by you in reliance on any such content. Furthermore, we do not in any way endorse, refer or recommend any individual or entity, or service advertised, listed in content and/or accessible through the services. These Terms of Service govern any user of the Showcase Talks platform.

2. NO ADVICE, ENDORSEMENT, OR REPRESENTATIONS BY SHOWCASE

Showcase Talks is not a provider. The Content that you obtain or receive from Showcase Talks, its employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Services, is for informational, scheduling and payment purposes only. All related information, including, without limitation, information shared via, through, or in connection with Showcase Talks, its partners, and affiliated, social media, and other communication or contentment, including mail, emails, and text messages, and is for informational and communicative purposes only. No content, information, or any other communication is intended as a substitute for, nor does it replace, emergent medical advice, services, and metal health matters, professional advice, diagnosis, or treatment, or any other professional or other assistance advice, counsel, and decision making. Your use of any Showcase Talks services is solely at your own risk, including but not limited to, financial and other risks. Nothing stated, posted, or available through any services is intended to be, and must not be taken to be, the practice of law, accounting, any other professional and non professional service, medicine, dentistry, psychological, nursing, pharmacy, or other professional healthcare advice, or the provision of medical care. Showcase Talks is not a referral service and does not refer, recommend or endorse any particular entity or person, doctor, practitioner, healer, test, procedure, opinion, or other information that may appear through the Services. If you rely on any Content, you do so solely at your own risk. We encourage you to independently confirm any Content relevant to you with other sources. Showcase Talks does not take any responsibility to verify the information listed on Showcase Talks or provided through it, and each user assumes the responsibility of verifying all information, credentials, pricing, and any other factual maters asserted.

3. PAYMENT SYSTEMS AND RELEASE

Showcase Talks may accept, process, and take payments related to services as a connivence. You agree to use the payment services at your own risk and to ensure, at your cost and expense, the appropriate level of encryption to protect your financial, health, and other information you may share, use, or consume in relationship to Showcase Talks. You agree to hold Showcase Talks harmless form any and all claims related to disputes regarding services and payments for same. Any dispute regarding a service and payment will be assured directly against any provider of service, and you agree to not assert any Claims against Showcase Talks related to same.

4. NO DOCTOR PATIENT RELATIONSHIP OR ANY OTHER RELATIONSHIP

Doctors, dentists, nurses, medical and other professionals use the services to share content with you, but your use of this content is not a substitute for such advice. No licensed medical professional/patient relationship, or any other relationship, is created when you use the services or content. This is true whether such content is provided by or through the use of the services or through any other communications from Showcase Talks including, without limitation, all communication, the website, social media, third party solicitation and communications, emails, text messages, links to other sites, or any assistance we may provide to help you find an appropriate healthcare provider in any field. We encourage all users to use the Services responsibly, but we have no control over, and cannot guarantee the availability of, any user, or any other provider or user, at any particular time. We will not be liable for cancelled or otherwise unfulfilled appointments, commitments, scheduling, or any injury or loss resulting therefrom, or for any other injury or loss resulting or arising from, or related to, the use of the Services whatsoever. No refunds will be provided, and you agree to waive any claims related to Showcase Talks, for any missed, cancelled, and appointments, good and services that do not occur. Any dispute related to a missed appointment will be dealt with directly with any provider.

5. TYPE OF RESOURCES

The Services are an informational and educational resource users. We may, but have no obligation to, publish Content through the Services that is reviewed by our editorial personnel. No party (including Showcase Talks) involved in the preparation or publication of such works guarantees that the Content is timely, accurate or complete, and they will not be responsible or liable for any errors or omissions in, or for the results obtained from the use of, such Content. Procedures, products, services and devices discussed and/or marketed through the Services are not applicable to all individuals. Any procedures, products, services or devices represented through the Services by advertisers, sponsors, and other participants of the Services, either paid or unpaid, are presented for your awareness and do not necessarily imply, and we make no claims as to, safety or appropriateness for any particular individual or prediction of effectiveness, outcome or success. You should thoroughly review and do your own research on each service and make an independent decision as to whether the service, good, or product is right for you.

6. PERSONAL INFORMATION

“Personal Information” means, without limitation, your name, address, social security number and contact information, insurance information, medical history, data available on your devices, cookies, information shared directly or indirectly with Showcase Talks and its platforms and third parties, and current medical needs, billing information, and other personally identifiable information. You may elect to enter certain information into the Services, including by requesting an appointment or filling out a information and history on behalf of yourself or a third party from whom you have authorization to provide such information. You also acknowledge that Showcase Talks may use the data or information you provide in accordance with our Privacy Policy. You agree that Showcase Talks may charge a fee for any request to share or transfer medical or other information.

7. ACCOUNTS

When you create a Showcase Talks Account, you will provide an email address and create a password (collectively, “Credentials”). You should keep your Credentials private and not share your Credentials with anyone else. You must immediately notify us if your password has been stolen or compromised by sending an email to us at info@ShowcaseTalks.com with the subject line compromised password/credentials. You promise to provide us with accurate, complete, and updated registration information about yourself. You may also be able to connect to the Services maintained by a third party company, such as Facebook, Inc., Google LLC (“Google”) or Apple Inc. (“Apple”). If you connect to the Services through a third party service, you give us permission to access and use your information from such third party service as permitted by such third party service, and to store your log-in credentials for such third party service. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on such third party service. Showcase Talks has no control over, and assumes no responsibility for, the services, content, accuracy, privacy policies, or practices of or opinions expressed by any such third party and users. You are responsible for all use of the Services and for all use of your Credentials, including use by others to whom you have given your Credentials. You may only use the Services for lawful, non-commercial purposes. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. You may not use the Services in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Services. You may not attempt to gain unauthorized access to any of the Services, user accounts, or computer systems or networks, through hacking, password mining or any other means. You may not accumulate or index, directly or indirectly, any Content or portion of the Services (including, without limitation, Provider Content, appointment availability, price information, and Insurance Content) for any purpose whatsoever. You are also responsible for reviewing and complying with the terms set forth herein. In addition to our rights in these Terms of Use, we may take any legal action and implement any technological measures to prevent violations of the restrictions hereunder and to enforce these Terms of Use, our Acceptable Use Policy, and our Community Standards. You acknowledge and agree that:

1. You will use the service for all lawful and permissible activities for which you have legal or other express authority.

2. You will not use the Services to view, access or otherwise use, directly or indirectly, price, availability, or other Content for any purpose other than your own personal use as a patient or prospective patient;

3. You will not use the Services to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of the prices charged for any product or service; the kinds, frequencies or amounts of any product or service offered; or the customer or customer categories for any product or service, or otherwise engage or attempt to engage in price fixing, output restriction, or customer or market allocation; and

4. You will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive or unfair practices (including but not limited to booking fraudulent healthcare appointments), or otherwise violate applicable antitrust, competition or consumer protection laws, or regulations.

5. You agree to indemnify and hold harmless Showcase Talks from any and all claims, whatso every, arising from any and all uses or attempted uses of the Showcase Talks service.

6. You waive any right to proceed by any class action. Showcase Talks has the unilateral right to arbitrate any and all disputes arising out of any use or intended use of Showcase Talks services.

If there is a dispute between participants on this site or Services, or between users, and any third party you agree that Showcase Talks is under no obligation to become involved. In the event that you have a dispute with one or more other users or in any way related to Showcase Talks, you release Showcase Talks, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

Showcase Talks reserves the right to unilaterally terminate any user, Consumer, or account user/holder for any reason or no reason at any time.

8. THIRD PARTY LINKS AND SERVICES

While using the Services, you may encounter links to other websites. These links are provided for your convenience only and we do not endorse these sites or the products and services they provide. You acknowledge and agree that we are not responsible or liable for the content or accuracy of these other websites. Although we attempt to link to trustworthy websites, it is possible that they will contain materials that are objectionable, unlawful, or inaccurate and we will not be responsible or liable for the legality or decency of material contained in or accessed through such other websites. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service. Your interactions

with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealing, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Showcase Talks will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

We may incorporate third party software as part of certain of the Services, including without limitation open source third party software. Your use of such third party software is subject to any and all applicable additional terms and conditions governing such use provided by the third party software provider. Where applicable, additional notices relating to the third party software may be provided by us, which for example may contain attribution and disclaimer notices applicable to the third party software.

You acknowledge and agree that the availability of our mobile application is dependent on the third party stores from which you download the application (e.g., the Apple App Store, Google Play or other store or distribution platform (each, an “Application Provider”)). Each Application Provider may have its own terms and conditions to which you must agree before downloading mobile applications from such store. You agree to comply with, and your license to use our application is conditioned upon your compliance with, such Application Provider terms and conditions. To the extent such other terms and conditions from such Application Provider are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms of Use, the more restrictive or conflicting terms and conditions in these Terms of Use apply.

If you are accessing the Services via an application (an “Application”) through an Application Provider, you acknowledge and agree that: (i) these Terms of Use are between you and us, and not with the Application Provider, and that we are responsible for the Service, not the Application Provider; (ii) the Application Provider has no obligation to furnish maintenance and support services or handle any warranty claims; (iii) the Application Provider is not responsible for addressing any claims you or any third party have relating to the Application; (iv) the Application Provider is a third party beneficiary of these Terms of Use as related to your use of the Application, and the Application Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use as related to your use of the Application against you; (v) in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, you, and not Application Provider, will be responsible for the investigation, defense, settlement, and discharge of any such infringement claim; and (vi) you are not located in a country subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and that you are not listed on any U.S. government list of prohibited or restricted parties. The foregoing terms apply to your use of all the Services, including the Application.

9. PAYMENT AND TRANSACTION PROCESSING

You may be permitted to use the Services to pay for services, other products or services provided by the applicable users, and/or other payment obligations. In connection with such payments, we process your payment card information in accordance with our Privacy Policy. Showcase Talks and/or its payment processing partner may collect from any user a transaction processing fee for our billing, collection and payment services (the “Transaction Processing Services”) performed in connection with such payment. Please note that any payment terms presented to you in the process of using or signing up for a paid service or the Transaction Processing Services are deemed part of these Terms. In any event. You agree to hold Showcase Talks harmless and

indemnify Showcase Talks for any and all claims related to same. All Showcase Talks users, including Providers, agree to not circumvent any payments due to Showcase Talks, or assist with any breach of these terms of service or agreements, rights, and responsibilities to pay Showcase Talks for the services it provides.

You acknowledge and agree that:

(a) you are responsible for and you will pay the price charged through Showcase Talks by the applicable user or provider, as well as other amounts the that may charge through Showcase Talks for any additional or different services rendered during or related to the applicable appointment;

(b) you remain responsible for paying all amounts required by law and/or contract including all cost-sharing obligations;

(c) You will utilize our Transaction Processing Services, and Showcase Talks may process your payment, and may do so in collaboration with our payment processing partner;

(d) Showcase Talks is not responsible for any charges incurred for any products or services provided by any user;

(e) Showcase Talks is not responsible for any charges submitted for processing by anyone else;

(f) in the event you dispute any fees chargeable or charged through Showcase Talks

(g) if you utilize our Transaction Processing Services, you may be required to accept the terms of use and privacy policy of our payment processing partner with respect to Transaction Processing Services; and

(h) you will promptly review all charges processed through the Transaction Processing Services, and immediately notify Showcase Talks to the extent you have any questions, concerns or disputes; in no event may you raise any questions, concerns or disputes after one (1) months from the date of the applicable transaction; and We are not responsible for any error by, or other acts or omissions of, the payment processor. You further acknowledge and agree that neither Showcase Talks nor our payment processing partner will be responsible if either we or our payment processing partner are unable to complete a transaction for any reason, including but not limited to:

(A) if you have not provided us with accurate, current and complete payment information;

(B) if you do not have sufficient available funds or available credit to complete the transaction;

(C) if you do not have an active payment card, or if we are unable to confirm your payment card information or your identity;

(D) if your account with us, your account with our payment processing partner, your access to the Services, or your access to our payment processing partner’s services has been terminated or suspended for any reason;

(E) if we or our payment processing partner have reason to believe that the requested transaction is unauthorized; or

(F) if we terminate or suspend the services we provide to the applicable Healthcare Provider.

10. CONTENT, REVIEWS, AND SUBMISSIONS.

You may have the opportunity to submit feedback regarding your experiences users through the

Services, to submit inquiries, and to participate in the other interactive or community features of

the Services (collectively, “Posted Information”). It is important that you act responsibly when

providing Posted Information. Your Posted Information must comply with our policies, and your

reviews must comply with policies and guidelines, as well as any internal policies we may

develop and implement from time to time. Please note that while Showcase Talks may moderate

Posted Information (including but not limited to reviews) for compliance with the requirements

in this paragraph, Showcase Talks does not endorse or confirm the accuracy of any statements

made in such Posted Information. Posted Information reflects solely the views or opinions of the

author, and not of Showcase Talks. Please note that all of the following licenses are subject to

our Privacy Policy to the extent they relate to Posted Information that is also your personally-

identifiable information. By posting Posted Information through the Services, you agree to and

hereby grant, and you represent and warrant that you have the right to grant, to Showcase Talks

and its affiliates, agents, and contractors an irrevocable, perpetual, royalty-free, fully

sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform,

publicly display, and distribute such Posted Information and to adapt, edit, translate, prepare

derivative works of, incorporate into other works, and otherwise fully exploit such Posted

Information. You represent and warrant that you have all rights to grant such licenses to us

without infringement or violation of any third party rights, including without limitation any

privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual

property or proprietary rights. You may not post Posted Information which is false or fraudulent,

or which otherwise does not accurately represent your opinions and experiences. You understand

and agree that Showcase Talks, in performing the required technical steps to provide the Services

to our users (including you), may need to make changes to your Posted Information to conform

and adapt that Posted Information to the technical requirements of connection networks, devices,

services, or media, and the foregoing licenses include the rights to do so. Posted Information is

the sole responsibility of the person from whom such Posted Information originated and does not

reflect the opinion of Showcase Talks. Showcase Talks does not assume liability for Posted

Information or for any claims, liabilities, or losses resulting from any Posted Information. Any

Feedback you submit to us will be considered non-confidential and non-proprietary to you. By

submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable,

sub-licensable, perpetual license to use and publish such Feedback for any purpose, without

compensation to you.

11. CONTENT USE

All of the Content is owned by us or our licensors and is protected by copyright, trademark,

patent, and trade secret laws, other proprietary rights, and international treaties. You

acknowledge that the Services and any underlying technology or software used in connection

with the Services contain Showcase Talks’ proprietary information. We give you permission to

use the Content for personal, non-commercial purposes only and do not transfer any intellectual

property rights to you by virtue of permitting your use of the Services. You may not copy,

distribute, republish (except as expressly permitted herein), sell, or exploit any of the Content, or

exploit the Services in whole or in part, for any commercial gain or purpose whatsoever. Except

as expressly provided herein, neither Showcase Talks nor its suppliers grant you any express or

implied rights, and all rights in the Services not expressly granted by Showcase Talks to you are

retained by us.

12. GENERAL DISCLAIMER, NO WARRANTY

You acknowledge that we have no control over, and no duty to take any action regarding: (a)

which users gain access to the Services, (b) what Content you access, (c) what effect the Content

may have on you, (d) how you may interpret or use the Content, or (e) what actions you may

take as a result of having been exposed to the Content. You release us from all liability for your

use or inability to use any Content. We and our licensors, suppliers, partners, parent, subsidiaries

or affiliated entities, and each of their respective officers, directors, members, employees,

consultants, contract employees, representatives, and agents, and each of their respective

successors and assigns (hereinafter “Showcase Talks Parties”) make no representations or

warranties regarding suggestions or recommendations of services or products offered or

purchased through the Services, and the we will not be responsible or liable for the accuracy,

Services. We have no special relationship with or fiduciary duty to you.

WE (AND OUR LICENSORS AND SUPPLIERS) PROVIDE THE SERVICES “AS IS” AND

“AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR

GUARANTEES ABOUT THE CONTENT OR SERVICES. TO THE MAXIMUM EXTENT

PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES,

INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES,

INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES THAT THE SERVICES ARE

MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A

PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE

THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES

WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR

REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO USE THE

SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES

OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE

ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION

PROVIDED BY USERS OF THE SERVICES OR ANY OTHER DATA OR INFORMATION

PROVIDED OR RECEIVED THROUGH THE SERVICES. EXCEPT AS EXPRESSLY SET

FORTH HEREIN, SHOWCASE TALKS MAKES NO WARRANTIES ABOUT THE

INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE

THROUGH THE SERVICES OR ANY OTHER SECURITY ASSOCIATED WITH THE

TRANSMISSION OF SENSITIVE INFORMATION. SHOWCASE TALKS DOES NOT

WARRANT THAT THE SERVICES WILL OPERATE UNINTERRUPTED, ERROR-FREE,

BUG-FREE OR FREE FROM DEFECTS, THAT LOSS OF DATA WILL NOT OCCUR, OR

THAT THE SERVICES OR SOFTWARE ARE FREE OF COMPUTER VIRUSES,

CONTAMINANTS OR OTHER HARMFUL ITEMS.

13. LIMITATION OF LIABILITY

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE

CANCELLATION OF YOUR SHOWCASE TALKS ACCOUNT. IN NO EVENT SHALL

OUR CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO

OR ARISING OUT OF YOUR USE OF THE SERVICES, REGARDLESS OF THE FORM OF

ACTION, EXCEED THE GREATER OF: (a) THE TOTAL AMOUNT OF FEES, IF ANY,

THAT YOU PAID TO CREATE OR MAINTAIN A SHOWCASE TALKS ACCOUNT FOR

USE OF THE SERVICES, OR (b) $100; EXCEPT THAT, FOR ANY AND ALL CLAIMS

RELATING TO OR ARISING OUT OF YOUR USE OF THE TRANSACTION PROCESSING

SERVICES, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY THEREOF

REGARDLESS OF THE FORM OF ACTION EXCEED THE TOTAL AMOUNT OF

TRANSACTION PROCESSING FEES, IF ANY, REMITTED TO AND RETAINED BY

SHOWCASE TALKS FOR PROVIDING TRANSACTION PROCESSING SERVICES FOR

APPOINTMENTS MADE BY YOU IN THE THREE (3) MONTHS PRIOR TO THE EVENT

GIVING RISE TO THE APPLICABLE CLAIM.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT AND

UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT,

CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE SHOWCASE

TALKS PARTIES BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER

OR THROUGH YOU) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE,

CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, OR

INABILITY TO USE, THE SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS

FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION,

WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR

MALFUNCTION, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ANY

SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR MEDICAL MALPRACTICE

OR NEGLIGENCE OF HEALTHCARE PROVIDERS UTILIZED THROUGH USE OF THE

SERVICES, OR ANY MATTER BEYOND OUR REASONABLE CONTROL, EVEN IF WE

KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR

THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES,

IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED IN

ACCORDANCE HEREIN TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT

TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE

DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR

SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE, WHICH, IF KNOWN BY HIM HER MUST HAVE MATERIALLY AFFECTED

HIS OR HER SETTLEMENT WITH THE DEBTOR.”

14. TERMINATION

If you’re not using the Services in accordance with this Agreement, we reserve the right, if we

determine it is best, for any reason or no reason, to terminate, suspend and/or deactivate your

Showcase Talks Account and/or use immediately, without notice, including but not limited to, if

there has been a violation of this Agreement, or other policies and terms posted through the

Services by you or by someone using your Credentials with or without authorization, or if your

use causes any harm or disruption to our business, other uses, or if an association with you

causes disrepute or other reputational harm. We may also terminate, suspend or deactivate your

Showcase Talks Account for any other reason, or no reason, including inactivity for an extended

period. Showcase Talks shall not be liable to you or any third party for any termination,

suspension or deactivation of your access to the Services. Further, you agree not to attempt to use

the Services after any such termination, suspension or deactivation (except where deactivation is

due solely to inactivity, and you are permitted to create another Showcase Talks Account).

Account termination may result in destruction of any content associated with your Showcase

Talks Account. Sections 1, 2, 3, 4, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, and any other

provisions that, by their nature, should survive termination of these Terms of Use shall survive

any termination or expiration of these Terms of Use. Showcase Talks reserves the right to

investigate and, at our discretion, take appropriate legal action against anyone who violates these

Services, terminating the Showcase Talks Account of such violators, and or blocking your use of

the Services.

15. INDEMNIFICATION

Upon a request by us, you agree to defend, indemnify, and hold harmless the Showcase Talks

Parties from all liabilities, claims, damages (actual and consequential), demands, and expenses,

including reasonable attorney’s fees, that arise from or are related to (a) your use of the Services;

or (b) the violation of this Agreement (including without limitation these Terms of Use, the

Acceptable Use Policy, and Community Standards); or (c) the violation of any intellectual

property or other right of any person or entity; or (d) by any person using your Credentials

without authorization. The foregoing indemnification obligation does not apply to liabilities,

claims and expenses arising as a result of our own gross negligence or intentional misconduct.

16. ARBITRATION AGREEMENT

While we hope that your experience is seamless, disputes do arise. If there is a dispute that needs

to be further resolved, that process will take place according to this section. Please read the

following ARBITRATION AGREEMENT carefully, because it requires you to arbitrate certain

disputes and claims with Showcase Talks and limits the manner in which you can seek relief

from Showcase Talks. Both you and Showcase Talks acknowledge and agree that for the purpose

of any dispute arising out of relating to the subject matter of these Terms of Use, Showcase

Talks’ officers, directors, employees, and independent contractors (“Personnel”) are third-party

beneficiaries of these Terms of Use, and that upon your acceptance of these Terms of Use,

Personnel will have the right (and will be deemed to have accepted the right) to enforce these

Arbitration Rules; Applicability of Arbitration Agreement

The parties shall use their best efforts to settle any dispute, claim, question, or disagreement

arising out of or relating to the subject matter of these Terms directly through good-faith

negotiations, which shall be a precondition to either party initiating arbitration. If such

negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New

York County, New York. The arbitration will proceed in the English language, in accordance

with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by

one commercial arbitrator with substantial experience in resolving intellectual property and

commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS

arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator

may be entered in any court of competent jurisdiction.

Cost of Arbitration

The Rules will govern payment of all arbitration fees. The Parties will share equally the costs of

the arbitration. Showcase Talks has the right to seek its attorneys fees and costs should it prevail.

Small Claims Court; Infringement

Either you or Showcase Talks may assert claims, if they qualify, in small claims court in New York County, New York or any United States county where you live or work. Furthermore,

notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to

pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction,

to prevent the actual or threatened infringement, misappropriation or violation of a party's

copyrights, trademarks, trade secrets, patents or other intellectual property rights.

Waiver of Jury Trial

YOU AND SHOWCASE TALKS WAIVE ANY CONSTITUTIONAL AND STATUTORY

RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY.

You and Showcase Talks are instead choosing to have claims and disputes resolved by

arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than

rules applicable in court and are subject to very limited review by a court. In any litigation

between you and Showcase Talks over whether to vacate or enforce an arbitration award, YOU

AND CHASDOCS WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the

dispute be resolved by a judge.

Waiver of Class or Consolidated Actions

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION

AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS

AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER

CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH

THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or

consolidated actions is deemed invalid or unenforceable, neither you nor Showcase Talks is

entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g)

below.

You have the right to opt out of the provisions of this Section by sending written notice of your

decision to opt out to the following address: Showcase Talks LLC, 1441 Broadway, Ste 5036,

NY, NY 10018, Attention Legal Department, postmarked within thirty (30) days of first

accepting these Terms. You must include (i) your name and residence address, (ii) the email

address and/or telephone number associated with your account, and (iii) a clear statement that

you want to opt out of these Terms’ arbitration agreement.

If you send the opt-out notice as outlined above, and/or in any circumstances where the

foregoing arbitration agreement permits either you or Showcase Talks to litigate any dispute

arising out of or relating to the subject matter of these Terms in court, then the foregoing

arbitration agreement will not apply to either party, and both you and Showcase Talks agree that

any judicial proceeding (other than small claims actions) will be brought in the state or federal

courts located in, respectively, New York County, New York, or the federal district in which that

county falls.

If the prohibition against class actions and other claims brought on behalf of third parties

contained above is found to be unenforceable, then all of the preceding language in this

Arbitration Agreement section will be null and void. This arbitration agreement will survive the

termination of your relationship with Showcase Talks.

16. MISCELLANEOUS

A. Electronic Consent

Your affirmative act of using the Services and/or creating a Showcase Talks Account constitutes

your electronic signature to this Agreement, which includes our Privacy Policy and any other

policies, terms and conditions. This Agreement and any other documents to be delivered in

connection with the Services may be electronically signed, and any electronic signatures

appearing on this Agreement or such other documents are the same as handwritten signatures for

the purposes of validity, enforceability, and admissibility.

B. SMS/Text Communications

By voluntarily providing your cell phone number to Showcase Talks, you agree that Showcase

Talks may contact you by telephone, SMS, or MMS messages that we think may be of interest to

you at that phone number, which may include the use of automated dialing technology to text

you at the cell phone number you provided, marketing, and you hereby consent to receiving such

communications for transactional, operational, or informational purposes. Message and data rates

from your mobile telephone service provider may apply and are subject to the terms and

conditions imposed by your provider. You can opt out of receiving text messages at any time by

adjusting your notification settings in your account. Note that opting out of receiving all texts

may impact your use of the Services. If you change or deactivate the phone number you provided

to Showcase Talks, you have an affirmative obligation to update your account information and

the phone number(s) attached to your account to prevent us from inadvertently communicating

with anyone who acquires any phone number(s) previously attributed to you, and any new phone

number(s) you attach to your account may receive Showcase Talks’ standard SMS messages

unless you also unsubscribe via the above procedures.

C. Limitation of Claims

No action arising under or in connection with this Agreement, regardless of the form, may be

brought by you more than one (1) year after the cause of action arose; actions brought thereafter

are forever barred.

D. Severability

In the event any one or more of the provisions of this Agreement shall for any reason be held to

be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be

unimpaired. Further, the invalid, illegal or unenforceable provision shall be replaced by a

provision that comes closest to the intention of the parties that underlie the invalid, illegal or

unenforceable provision, except to the extent no such provision is valid, legal and enforceable, in

which case such invalid, illegal or unenforceable provision shall be limited or eliminated to the

minimum extent necessary so that the other provisions of this Agreement remain in full force and

effect and enforceable.

E. Governing Law; Language

This Agreement shall be deemed to have been entered into and shall be construed and enforced

in accordance with the Federal Arbitration Act, applicable federal law, and the laws of the State

of New York as applied to contracts made and to be performed entirely within New York,

without giving effect to the state’s conflicts of law statute. This Agreement and all documents

referenced herein were drafted in the English language and any translations thereof shall not be

binding on either party to the extent they conflict with the English versions.

F. Entire Agreement; Waiver

This Agreement and any supplemental terms, policies, rules and guidelines posted through the

Services, each of which are incorporated herein by reference, including the Privacy Policy,

the Acceptable Use Policy and the Community Standards, constitute the entire agreement

between you and us and supersede all previous written or oral agreements. The failure of either

party to exercise in any respect any right provided for herein shall not be deemed a waiver of any

further rights hereunder.

G. Headings

The headings of the sections of this Agreement are for convenience only, do not form a part

hereof, and in no way limit, define, describe, modify, interpret or construe the meaning, scope or

intent of this Agreement or any terms or conditions therein.

H. Assignment

We may assign this Agreement at any time, including, without limitation, to any parent,

subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of

our business or any assets to another entity. You may not assign, transfer or sublicense this

Agreement to anyone else and any attempt to do so in violation of this section shall be null and

void.

I. Eligibility

You must be 18 years of age or over, or the legal age, to create a Showcase Talks Account or use

the Services on your own. Those under the age of 13 may not use the Services. If you are

between the ages of 13 and 18 or the applicable legal age in your jurisdiction, you can use the

Services only under the supervision of your parent or guardian who has agreed to these Terms of

Use. By using the Services on behalf of a minor child, you represent and warrant that you are the

parent or legal guardian of such child, and that all references in these Terms of Use to “you”

shall refer to such child or such other individual on whose behalf you have authorization to enter

into these Terms of Use and you in your capacity as the parent or legal guardian of such child or

as the authorized party of such individual.

If you do not qualify under these Terms of Use, you may not use the Services. Use of the

Services is void where prohibited by applicable law, and the right to access the Services is

revoked in such jurisdictions. By using the Services, you represent and warrant that you have the

right, authority, and capacity to enter into these Terms of Use. The Services are administered in

the U.S. and intended for U.S. users only; any use outside of the U.S. or use related to activities

outside of the U.S. is prohibited and at the user’s own risk. Users are responsible for compliance

with any local, state or federal laws applicable to their use of the Services.

Showcase Talks respects the intellectual property rights of others. Per the DMCA,

Showcase Talks will respond expeditiously to claims of copyright infringement on the Site if

submitted to Showcase Talks’ Copyright Agent as described below. Upon receipt of a notice

alleging copyright infringement, Showcase Talks will take whatever action it deems appropriate

within its sole discretion, including removal of the allegedly infringing materials and termination

of access for repeat infringers of copyright protected content.

If you believe that your intellectual property rights have been violated by Showcase Talks

or by a third party who has uploaded materials to our website, please provide the following

information to the designated Copyright Agent listed below:

1. A description of the copyrighted work or other intellectual property that you claim has

been infringed;

2. A description of where the material that you claim is infringing is located on the Site;

3. An address, telephone number, and email address where we can contact you and, if

different, an email address where the alleged infringing party, if not Showcase Talks, can

contact you;

4. A statement that you have a good-faith belief that the use is not authorized by the

5. A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner's behalf; and

6. Your electronic or physical signature.

Showcase Talks may request additional information before removing any allegedly infringing material. In the event Showcase Talks removes the allegedly infringing materials, Showcase Talks will immediately notify the person responsible for posting such materials that

Showcase Talks removed or disabled access to the materials. Showcase Talks may also provide the responsible person with your email address so that the person may respond to your allegations. Pursuant to 17 U.S.C. 512(c). Showcase Talks’ designated Copyright Agent is: Showcase Talks Legal, 1441 Broadway, Ste 5036, NY, NY 10018.