01.  Key Terms

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“Business Day” means a day other than a Saturday, Sunday or public holiday when banks in Singapore are closed for business.

 

“Content” refers to all content contained on, or provided through, the Service (as defined below) including but not limited to all logos, designs, text, graphics, pictures, videos, information, data, software, sound files, other files and the selection and arrangement thereof.

 

“Effective Date” refers to the date stated at the beginning of these Terms of Service.

 

“Platform” refers to the Showrun platform.

 

“Service” refers to all services accessed and/or used on the Platform, on related websites, applications, products, and through use of software provided on or in connection with those services.

 

“User” and “you” refer to any individual, firm, corporation, organization or other entity who accesses and/or uses the Service.

 

“User Information” refers to any information (personal or otherwise) or Content you provide or publish using the Service including but not limited to any text, content, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data or other content.​

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02.  Introduction

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The Showrun website, Platform and Showrun application are owned and operated by Showrun Pte Ltd (“Showrun”, “we”, “us” and “our”). These Terms of Service (“Terms”) govern your access to and use of the Service.

Please read these Terms carefully as they affect your legal rights.

 

The Service is an administrative platform only and we are not providing the services of a broker, financial institution or finance provider. The Service seeks to streamline the film production process and facilitate transactions between Users, by providing a platform where professionals in the production industry can connect, collaborate, find opportunities and recruit talent. However, Showrun is not a party to any agreement between Users, and accepts no obligations in connection with any such agreement. The Service provides merely a conduit for online distribution and publication of User Information.

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03.  Consent

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By accessing and/or using the Service, you accept and consent to these Terms. If you do not agree to any part of these Terms, please cease immediately your access and/or use of the Service.

 

We reserve the right to amend, revise or change any of these Terms at any time. Notice of any change will be posted on the Showrun website. We will endeavour to notify you of material changes to these Terms by posting a notice on the Showrun website and/or via email to the email address registered under your Account and/or via in-app notifications. Therefore, we encourage you to return to the Showrun website frequently and keep your contact and profile information current to stay up to date on the Terms. If you do not agree to any part of the revised Terms, you should cease to access or use the Service.

 

Once posted on the Showrun website, the revised Terms supersede all previous versions, and continued access and/or use of the Service after the date of such revision constitutes your agreement to be legally bound by the revised Terms.

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04.  Privacy Policy

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Please refer to our Privacy Notice for information about how we collect, use and share personal data about you. By accessing and/or using the Service, and/or giving us your personal data, you accept and consent to the terms of our Privacy Notice and the collection, use and disclosure of personal data in accordance with it.

 

Where you have received personal data through use of the Service, you agree that you shall not transfer such personal data to any third party without the individuals’ consent, and that such personal data received will be protected to a standard that is at least comparable to the protection under the Personal Data Protection Act 2012.

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05.  Account Registration ​

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In order to use the Service, you will need to register an account (“Account”). By registering an Account, the User represents and warrants to Showrun that:

 

a.   if the User is a natural person, the User is over the age of eighteen (18) or the age of majority in the User’s

      jurisdiction, whichever is the higher, and is capable of entering into and performing legally binding agreements

      under applicable law;

b.   if the User is accessing and/or using the Service on behalf of a legal entity, the User has the power and legal

      authority to agree to these Terms and bind that legal entity, as well as perform the User’s obligations under these

      Terms;

c.   all information provided by the User to Showrun is truthful, accurate and complete; and

d.   the User will comply with all laws and regulations of any applicable jurisdiction regarding the User’s access to

       and/or use of the Service.

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You further agree:-

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a.   that your Account will be in your real name (where the User is a natural person, and not accessing and/or using

      the Service on behalf of a legal entity);

b.   that you are solely responsible for all activities and transactions occurring under your Account;

c.   to maintain and promptly update from time to time as necessary your Account information;

d.   to maintain the security of your Account and your passwords, and to accept all risks of unauthorised access to

       your Account and the information therein;

e.   to immediately notify us if you discover or otherwise suspect any security breaches related to the Service or

       your Account;

f.   not to create multiple Accounts without our prior written permission;

g.  not to sell or lease access to your Account without our prior written permission;

h.  not to log in, or try to log in, to access the Service through unauthorised third party applications or clients; and

i.   to receive electronic communications (e.g. via email or by notices posted on the Showrun website) from

     Showrun. These may include promotional communications via email (such as newsletters, special offers, surveys

     etc). You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions

     provided therein.

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Showrun may request you to provide additional information and documents:-

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a.   at the request of any competent authority or pursuant to any applicable law or regulation (including laws relating

       to anti-money laundering or countering the financing of terrorism);

b.   if we have reason to believe that:

i.    your Account is being used for money laundering or other illegal activity; or

ii.   transactions effected via your Account were done in breach of these Terms.

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If you no longer wish to use our Service and would like to delete your Account, you may do so from the profile menu or by writing to us at support@showrun.com. Please note that, unlike when you deactivate your Account, once your Account is deleted, it cannot be reactivated and any content or information stored and/or linked to your Account will not be retrievable.

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06.  User Information

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You are solely responsible for your use of the Service and for User Information provided, transmitted or communicated using the Service.

 

Information and content that you share or post on our Services may be seen by other Users or others (including off of the Services), and copied or used. Where settings have been made available for your customisation, we will respect the choices you make about who can see your information or content.

 

Showrun takes no responsibility for User Information, or any loss or damage resulting from any party’s reliance on User Information. Opinions, advice, statements, offers or other information or content made available on the Service (but not directly by Showrun) are those of their respective authors and should not be relied on blindly. We do not guarantee the accuracy, completeness or usefulness of any information on the Service, nor do we adopt, endorse or assume responsibility for the accuracy or reliability of any opinion, advice or statement made by other parties.

 

We do not, and cannot, pre-screen or monitor all User Information. However, in our discretion, we (or technology we use) may monitor and/or record your interactions with the Service or with other Users. We are not obliged to publish any information or content on our Service, and reserve the right to remove User Information without prior notice.

 

All rights to any User Information remain yours. However, you grant us a worldwide, non-exclusive, transferable, sublicensable, royalty-free licence to use, reproduce, create derivative works of, modify, translate and display User Information that you upload, submit, store, send, or receive on or through our Service in order to operate and provide our Service (e.g. to allow us to display your profile picture, share your location (when you choose to), transmit your messages, allow specified persons access to selected information (where you have chosen to allow such access), and store your digital content for as long as reasonably necessary). You can end this licence for specific content by deleting such content from the Services, or generally by closing your account, except: (i) to the extent that you shared it with others as part of the Service and they have copied, re-shared or stored it; and (ii) for the reasonable time it takes to remove from backup and other systems.

 

You acknowledge, consent to and agree that Showrun may access, preserve, and/or disclose your Account information, Content, and any other materials or information you provide to us to any legal, regulatory, or governmental authority, the relevant rights owner, or other third parties if required to do so by law, pursuant to an order of a court or lawful request by any governmental or regulatory authority having jurisdiction over Showrun, or in a good faith belief that such access preservation or disclosure is reasonably necessary to:

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a.   comply with legal process;

b.   enforce these Terms;

c.   respond to claims that any User Information violates the rights of third parties, including intellectual property 

       rights;

d.   respond to your requests for customer service; or

e.   protect the rights, property or personal safety of Showrun, its Users and/or the public.

 

However, Showrun is not a storage service, and you acknowledge and agree that we have no obligation to store, maintain or provide you a copy of any information or content that you or other Users have provided, except to the extent required by applicable law and as noted in our Privacy Notice.

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07.  User Conduct

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While accessing and/or using the Service, you agree that you will abide by these Terms and will not:-

 

a.   breach any contract, violate any intellectual property or other third party right;

b.   contravene any laws and regulations of any applicable jurisdiction in connection with your access to and/or use

       of the Service;

c.   use the Service in violation of or to circumvent any sanctions or embargoes;

d.   use the Service in connection with any commercial endeavours except those that are specifically endorsed or

       approved by us;

e.   trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information

       such as user passwords;

f.    use or attempt to use another User’s Account without authorisation from such User and Showrun;

g.   use the Service or upload Content to impersonate any individual or entity, or otherwise misrepresent your

       affiliation with an individual or entity;

h.   do, or attempt to do, anything that could interfere with, disrupt, negatively affect or inhibit other Users from fully

       enjoying the Service, or that could damage, disable, overburden or impair the functioning of the Service in any

       manner;

i.    publish or link to malicious content of any sort including that intended to damage or disrupt another User’s

       browser or computer;

j.    develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or

       impair the Service;

k.   copy, modify, adapt, translate, decompile, disassemble, reverse engineer or create any derivative works of the

      Service or

      any content included therein, including any files, tables or documentation (or any portion thereof), or do anything

      that might discover source code, algorithms, methods or techniques embodied by the Service or any derivative

      works thereof;

l.    attempt to circumvent any content-filtering techniques we employ, or attempt to access any feature, area or code

      of the Service that you are not authorized to access;

m. circumvent, disable or otherwise interfere with any features of the Service that are security-related, prevent or

       restrict use or copying of content, or enforce limitations on use of the Service or the content accessible by using

       the Service;

n.   use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or

       interface not authorized by us to access the Service, extract data or otherwise interfere with or modify the

       rendering of Service pages or functionality;

o.   systematically retrieve data or other content from the Service to create or compile, directly, or indirectly, a

       collection, compilation, database;

p.   collect any information in respect of other Users without their consent;

q.   use data collected from our Service to contact individuals, companies, or other entities, or for any direct

       marketing activity (including without limitation, email marketing, SMS marketing, telemarketing);

r.   send, post, or otherwise communicate any information or Content that is malicious, offensive, discriminatory,

      violent, threatening, abusive, insulting, harassing, harmful, defamatory, libellous, deceptive, false, inaccurate,

      tortious, indecent, overtly sexual, obscene, profane, invasive of another individual’s privacy, promotes suicide or

      self-harm, incites hate or violence against others, degrades or doxes another individual, or otherwise

      objectionable in the opinion of Showrun;

s.  use the Service to invade the privacy of others, stalk or otherwise harass another;

t.   bypass or ignore instructions that control all automated access to the Service;

u.  engage in deceptive or manipulative trading activities;

v.   commit any act to avoid paying applicable fees and/or charges;

w.  use the Service for any illegal or unauthorized purpose (including but not limited to money laundering, terrorist

      financing or deliberately engaging in activities designed to adversely affect the performance of the Service) or

      engage in, encourage or promote any activity that violates these Terms;

x.   remove any proprietary notices from the Service; or

y.   authorise or encourage anyone to do any of the foregoing.

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Users may report any improper conduct and/or inappropriate, disruptive or illegal requests by sending an email to support@showrun.com along with evidence to support the report being made.

 

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08.  Indemnity 

 

You agree to fully defend, indemnify and hold harmless Showrun, its affiliates, directors, officers, employees, agents, affiliates, contractors, suppliers, vendors, service providers, predecessors, successors and assigns (collectively, “Indemnified Parties”) against any and all claims, actions, losses, liabilities, damages, costs or expenses (including reasonable legal costs), however arising, in respect of:-

 

a.   your use, or misuse, of the Service;

b.   your Content or use, or misuse, of Content;

c.   any breach by you of any provision of these Terms; or

d.   your violation of the rights of a third party.

 

You agree to promptly notify Showrun of any such claim or litigation. The Indemnified Parties shall have control of the defence of any claim or litigation to which this indemnity relates. You shall cooperate with the Indemnified Parties in any defence against or prosecution of any such claims.

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09.  Disclaimer 

 

The Service and Content listed therein are provided “AS IS” and “AS AVAILABLE”, without warranties or conditions of any kind, whether express or implied, in fact or by operation of law, statute or otherwise.

 

Showrun does not warrant that:-

 

a.   the Service will meet your requirements;

b.   the Service will be available on an interrupted, timely, secure or error-free basis;

c.   the Service will be compatible or operate in combination with any other hardware, software, system or data;

d.   the Service will be legal or comply with regulatory requirements applicable to you;

e.   the Service will be accurate, reliable, current or complete;

f.    the Service will be free of harmful components, virus-free, or safe; or

g.   errors or defects in the Service will be corrected.

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To the fullest extent permitted by law, Showrun disclaims all other warranties or conditions, whether express or implied, including but not limited to merchantability, suitability for a particular purpose, title or interest, and non-infringement. Showrun will not be responsible or liable for any loss or damage arising from:-

 

a.   your failure to provide us accurate Account information;

b.   your failure to keep your password or Account information secure and confidential;

c.   unauthorised use of your Account;

d.   User error such as forgotten passwords, incorrectly drafted documents or mistyped values or addresses;

e.   use of any sample document provided by us, which is only intended to assist Users and in no way meant to be

      legal advice and/or relied on. Users should take separate legal advice on the use of such sample documents as

      they deem appropriate;

f.   any changes which we may make to the Service, or any permanent or temporary cessation in the provision of the

      Service (or any features within the Service);

g.  the deletion or corruption of, or failure to store, any content and other data maintained or transmitted by or

      through your use of the Service;

h.  compatibility and interoperability problems;

i.   any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any

     relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Service;

j.   any unauthorised third party activities including but not limited to the use of viruses, phishing, brute force or

     other means of attack against the Service or Content;

k.  defective transactions carried out on the Service, including where as a result of technical bugs or glitches,

      software errors, mistake or misrepresentation; or  

l.   abnormal behaviour of software.

 

You agree that you are solely responsible for any loss of any kind from any action taken or taken in reliance on material or information contained on the Service. You also acknowledge that Showrun has no obligation to support or maintain the Service.

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10.  Limitation of Liability 

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Access to and use of the Service are in your own discretion and at your own risk. You agree that your only right with respect to any problems or dissatisfaction with the Service is to request for termination of your Account and/or discontinue any use of the Service.

 

To the fullest extent permitted by law, under no circumstances will Showrun be liable for any indirect, consequential, incidental, exemplary, special or punitive damages, or any damages relating to loss of revenue, loss of profits, loss of anticipated savings, loss of business, loss of goodwill, lost or inaccurate data, whether caused by breach of contract, tort (including negligence), whether strict liability or otherwise, even if foreseeable and even if Showrun was advised of the possibility of such damages in advance.

 

Notwithstanding anything to the contrary in these Terms, in no event shall Showrun’s aggregate liability arising from, in connection with or related to these Terms, the access and use of the Service, Content or any product or service purchased on the Service exceed the total amount of fees received by Showrun from you for the Services.

 

To the fullest extent permitted by law, any dispute you have with any third party (including but not limited to any carrier, copyright owner or other User) arising out of your use of the Service is directly between you and such third party, and you irrevocably release Showrun from any and all claims and damages of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

 

Notwithstanding anything to the contrary in these Terms, nothing in these Terms shall exclude or limit Showrun’s liability for fraud, or death or personal injury caused by Showrun’s negligence, to the extent applicable law prohibits such exclusion or limitation.

 

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages so these exclusions and limitations may not apply to you.

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11.  Assumption of Risk

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You accept and acknowledge that there are inherent security risks associated with providing information and dealing online over the Internet, and that Showrun cannot guarantee the security of any data that you disclose online. You agree that you will not hold Showrun responsible for any breach of security unless it is due to Showrun’s gross negligence.

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12.  Licence to access and use the Service and Content 

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Subject to these Terms, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service, Platform and Content. This right does not include any right to:

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a.   sell, resell or use commercially any Content;

b.   distribute, publicly perform or publicly display any Content;

c.   modify or otherwise create any derivative works from any Content or any part thereof;

d.   use any data mining, robots or similar data gathering or extraction methods;

e.   download (other than page caching) any part of the Service or Content; and

f.    use the Service or Content other than for their intended purposes.

 

This licence is revocable at any time.

 

Any use of the Service or Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the licence granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trade mark laws and applicable communications regulations and statutes.

 

Notwithstanding anything to the contrary in this Agreement, the Service and Content may include software components provided by Showrun or its affiliates or a third party that are subject to separate licence terms, in which case those licence terms will govern such software components.

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13.  Intellectual property rights

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Unless otherwise indicated in writing by us, the Service and Content are owned by Showrun, our affiliates, licensors or Users, as applicable.

 

Unless otherwise indicated in writing by us, nothing in these Terms shall be construed as conferring any right or licence to any patent, trade mark, copyright or other intellectual property right of Showrun or any third party, whether by estoppel, implication or otherwise.

 

“Showrun”, the Showrun logo and any other product or service name or slogan displayed on the Service are trade marks of Showrun and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Showrun or the applicable trade mark holder. You may not use any metatags or any other “hidden text” utilizing “Showrun” or any other name, trade mark or product or service name of Showrun without our prior written permission. In addition, the look and feel of the Service, including all page headers, custom graphics, button icons and scripts, is the get-up or trade dress of Showrun and may not be copied, imitated or used, in whole or in part, without our prior written permission. You also may not, without our prior written consent, mirror or frame any part or whole of the contents of this Site on any other server or as part of any other website. All other trade marks, registered trade marks, product names and names or logos displayed on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the respective owner.

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14.  Infringement of intellectual property rights 

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We respect the intellectual property rights of others and require that Users do the same.

 

We may terminate your access if you are found repeatedly to provide or to post protected third party content without obtaining the necessary rights and permissions.

 

If you are the owner of an intellectual property right (or an agent thereof) and believe, in good faith, that any content provided on the Service infringes your intellectual property right, please notify us by sending an email to support@showrun.com. Your notification must include:-

 

a.   a physical or electronic signature of someone authorised to act on behalf of the owner of the intellectual

       property right;

b.   identification of the intellectual property right allegedly infringed;

c.   clear identification of the content claimed to be infringing;

d.   information reasonably sufficient to permit us to contact you (e.g. address, email address, phone number);

e.   a statement that you have a good faith belief that use of the content in the manner complained of is not

       authorised by the rights owner, its agent or the law; and

f.    a statement that the information in your report is accurate, and that you are authorised to act on behalf of the

       owner of an exclusive right that is allegedly infringed.

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If you believe that your User Information or Content that has been removed from the Service is not infringing or that you have the necessary authorisation from the relevant rights owner, the owner’s agent, or pursuant to the law, to post and use the content in your User Content, you may send a counter-notice to us via email to support@showrun.com. Your counter-notice must include:-

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a.   your physical or electronic signature;

b.   clear identification of the content that has been removed and the location at which the content appeared before         it was removed;

c.   a statement that you have a good faith belief that the content was removed as a result of mistake or a

      misidentification of the content; and

d.   your name, address, phone number and email address;

e.   a statement that you will accept service of process from the User who provided notification of the alleged

       infringement.

 

If a counter-notice is received by us, we may send a copy of the counter-notice to the original complaining party informing such person or entity that we may reinstate the removed content in 30 Business Days. Unless the rights owner files an action seeking a court order against the content provider within that time, the removed content may, in our absolute discretion, be reinstated on the Service.

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15.  Suspension; Term, termination

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These Terms will commence on the Effective Date and shall continue in full force so long as you engage in any access or use of the Service, or until the Service is terminated by Showrun under this section.

 

Showrun reserves the right, in its absolute discretion and without notice, at any time and for any reason, to:-

 

a.   suspend your access to or use of all or any portion of the Service or Content;

b.   terminate or disable your access to any portion of the Service or Content; and

c.   terminate the Service.

 

You acknowledge and agree that Showrun shall have no liability or obligation to you in such event and you will not be entitled to a refund of any amounts that you have already paid to us.

 

The following provisions shall survive the termination of your relationship with Showrun: Clause 4 (Privacy Notice), Clause 5 (Account registration), Clause 6 (User Information), Clause 8 (Indemnity), Clause 9 (Disclaimer), Clause 10 (Limitation of liability), Clause 13 (Intellectual property rights) and Clause 19 (Governing law and dispute resolution).

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16.  Third party websites and services 

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The Showrun website, Platform and Service may contain links to third party websites and services with which we have no affiliation. A link to or other availability of any third party website or service does not mean we endorse it, or the quality or accuracy of the information presented on it. When you click on one of those links, you are entering another website over which we have no control and bear no responsibility for. These Terms do not apply to those third party websites and services and we encourage you to carefully review the legal terms and policies of those third parties if you decide to visit their websites and/or use their services.

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17.  Notice

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Communications made through the Service’s email and messaging system will not constitute legal notice to Showrun or any of its directors, officers, employees, agents or affiliates in any situation where legal notice is required by contract or any law or regulation.

 

For contractual purposes, you consent to receive communications from us via the email address reflected on your profile information and agree that all communication provided to you via this channel satisfy any legal requirement that such communication be in writing.

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18.  Miscellaneous 

 

18.1.   Any translation of these Terms is made for the purpose of local reference only and in the event of any

            inconsistency between the English and any non-English versions, the English version of these Terms shall

            prevail and govern in all respects.

 

18.2.   If any provision of these Terms is declared void or otherwise unenforceable then the provision shall be

            omitted and the remaining provisions shall continue in full force and effect.

 

18.3.   These Terms constitute the entire agreement between you and Showrun relating to your access to and use of

             the Services and Content. You may not assign these Terms, and any rights and licences granted hereunder,

             without Showrun’s prior written consent.

 

18.4.   No failure by Showrun to enforce any provision of these Terms shall constitute a present or future waiver of

             such provision nor limit Showrun’s right to enforce such provision at a later date.

 

18.5.   In no event are these Terms to be construed to create any employment, agency, partnership or joint venture

            relationship between Showrun and the User.

 

18.6.   These Terms are intended solely for the benefit of Showrun and the User and are not intended to confer third

             party beneficiary rights upon any other individual or entity.

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19.  Government law and dispute resolution 

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These Terms shall be governed by and construed in accordance with the laws of Singapore.

 

You agree that the courts of Singapore shall have exclusive jurisdiction to settle any and all claims and disputes arising out of or in connection with these Terms, or the access or use of the Service by you or any other person, including any question regarding its existence, validity or termination.