Terms and Conditions

Contact information:

The City Show Inc.

1110 Brickell Avenue, Suite 430

Miami FL 33131

Effective Date: March 5, 2025

The City Show™ (the “PODCAST”) welcomes you to www.thecityshow.com (the “Website”).

Visitors to our website may have access to website content subject to the following terms of use, which constitute a license governing your use of the website and any transactions that are initiated through the website. By visiting the website, you are consenting to the following terms of use. There are provisions below constituting a waiver of certain legal rights. Please read all information carefully.

Except as otherwise noted, this Agreement constitutes the entire and only Agreement between you and The City Show Inc. supersedes all other Agreements, representations, warranties, and understandings with respect to our Website, Services, and the subject matter contained herein. However, for you to use our Website and/or Services, you may also be required to agree to additional terms and conditions. Those additional terms and conditions will be incorporated into this Agreement unless otherwise stated.

1) Privacy Policy

By accessing and using the Website, you acknowledge that you have read, understood and agree to be bound by these Terms of Use and consent to our Privacy Policy. If you do not agree to any of the terms contained herein, then please do not use or access the Website.

To access or use the Website, you must be 18 years or older and have the requisite authority to enter into these Terms and Conditions.

2) Consideration

You agree that these Terms of Use are supported by reasonable and valuable consideration, the receipt and adequacy of which you hereby acknowledge, including, without limitation, your access to and use of the Website and all Content available at or through the Website

3) Arbitration

Any legal controversy or claim arising from or relating to this Agreement and/or our Service, excluding legal action taken by us to collect or recover damages for – or obtain any injunction relating to – website operations, intellectual property, and our Service, will be settled solely by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party.

The arbitration will be conducted in State of Florida, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. You or we may seek any interim or preliminary relief from a court of competent jurisdiction in the State of Florida necessary to protect our or your rights or property pending the completion of arbitration. Each party will bear half the arbitration fees and costs.

4) Choice of Law and Jurisdiction

This Agreement will be treated as if it were executed and performed in Florida, and will be governed by and construed in accordance with the laws of the state of Florida without regard to conflict of law provisions. In addition, you agree to submit to the personal jurisdiction and venue of such courts. Any cause of action by you with respect to our Website or Service must be instituted within one (1) year after the cause of action arose or be forever waived and barred.

5) Limited License

The City Show Inc. grants you a nonexclusive, nontransferable, revocable license to access and use our Website and Services strictly in accordance with this Agreement. Your use of our Website and Services is solely for internal, personal, noncommercial purposes unless otherwise provided for in this Agreement. No printout or electronic version of any part of our Website or Services may be used by you in any litigation or arbitration matter whatsoever under any circumstances.

6) Legal Compliance

You agree to comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of our Website, Content, Services, and any software provided therein.

7) Our Relationship to You

This Agreement in no way creates any agency, partnership, joint venture, or employee-employer or franchisor-franchisee relationship between you and The City Show Inc.

8) Intellectual Property

The Website contains or may contain as part of the Website itself, or as part of certain products, services or programs offered through the Website, text, graphics, logos, images, coursework, software, video or audio files, and other material provided by or on behalf of the Company (collectively referred to as the “Content”). The Content includes the specific selection and arrangement of all Content, i.e. the design. All Content is proprietary and is protected under both United States and foreign laws, whether owned by us or by third parties with whom we associate to help deliver the Content.

You shall not use the Website for any illegal purposes, and you will use it in compliance with all applicable laws and regulations. Unauthorized use of the Content may violate copyright, trademark and other applicable laws.

The Company retains all right, title and interest, including all intellectual property rights, in and to the Content. You must retain all copyright and other proprietary notices contained in the original Content. You agree not to duplicate, imitate, copy, reproduce, transmit, publish, display, distribute, sell, transfer, assign, license, sublicense, publicly perform, commercially exploit or create derivative works of such material and content, nor to help or assist third parties

in doing the same. You are also prohibited from posting any portion of the Content in either print or digital format, included on any other website, social media page, or in a networked computer environment for any purpose. The Content may not be used in connection with any product or service that is not ours in any manner that is likely to cause confusion among users or disparages or discredits us or anyone else.

You agree not to use the Website in a way that may cause the Website to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Website is in any way impaired. You agree not to attempt any unauthorized access to any part or component of the Website.

You agree that in the event that you have any right, claim or action against any User arising out of that User’s use of the Website, then you will pursue such right, claim or action independently of and without recourse to us.

9) Linking to Our Website

You may provide links to our Website provided that (i) you do not remove or obscure any portion of our Website by framing or otherwise, (ii) your website does not engage in illegal or pornographic activities, and (iii) you cease providing links to our Website immediately upon our request.

10) Links to Other Websites

Our Website may from time to time contain links to third-party websites. Inclusion of links for any website on our Website does not mean that we endorse, guarantee, warrant, or recommend the services, information, content, and/or data of such third-party websites.

The City Show Inc. has no control over the legal documents and privacy practices of third-party websites; you access any third-party websites at your own risk. We recommend that you review the privacy notice and terms and conditions of those websites to fully understand what information is collected and how it is used.

11) Electronic Communication

When you visit the Website or correspond with us via email, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures, and other communications that we provide electronically satisfy any legal requirement that such communications be in writing.

12) Entire Agreement

These Conditions and documents referred to herein (as amended from time to time) contain the entire Agreement between you and us relating to the Website and any matter covered and supersede all prior and contemporaneous agreements, representations, understandings or proposals between us. No oral explanation or oral information given by either of us shall alter the interpretation of these Conditions.

13) Use of Information

You grant The City Show Inc. a license to use the information and materials you post to our Website. By posting, displaying, transmitting, performing, or otherwise distributing information or other content (“Member Content”) to our Website, you are granting The City Show Inc., its officers, directors, employees, agents, consultants, representatives, and affiliates, a license to use the Member Content in connection with the operation of the business of The City Show Inc. its directors, employees, officers, affiliates, representatives, consultants, and agents, including, without limitation, a right to distribute, copy, transmit, publicly display, reproduce, translate, edit, and reformat Member Content. You understand and agree that you will not be compensated for any Member Content. By posting Member Content on our Website or Service, you warrant and represent that you own the rights to the Member Content or are authorized to post, display, distribute, perform, or transmit Member Content.

14) Unlawful Activity

We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses, and traffic information.

15) Limitation of Liability

You agree that your access to and use of the website and any content herein is at your own risk.

The content on the website is provided “as is.” To the fullest extent permitted by applicable law, we disclaim any and all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, compatibility, security, accuracy, condition or completeness, or any implied warranty arising from course of dealing or usage or trade.

We do not warrant that the functions contained in any content, product, service or program offered through the website (including, without limitation, user-generated content) will be uninterrupted or error-free, that defects will be corrected, or that the website or the servers that host such content are free of viruses or other harmful components or are fully functional, accurate or reliable. We will not be responsible for any loss of content or material as a result of uploading to or downloading from the website and you assume the entire cost of all necessary servicing, repair or correction of any of your equipment or software.

We explicitly disclaim any responsibility for the accuracy, completeness or availability of the information, content and materials found on sites that link to or from the website. We cannot ensure that you will be satisfied with any product or service that you purchase from a third-party website that links to or from the website or third-party information, content or materials contained on our website. We do not endorse any of the merchandise, nor have we taken any steps to confirm the accuracy, completeness or reliability of any of the information, content or materials contained on any third-party website. We do not make any representations or warranties as to the security of any information, content or other materials (including, without limitation, credit card and other personal information) you might be requested to give to any third party. You hereby irrevocably and unconditionally waive any and all claims against us with respect to information, content and materials contained on the website (including, without limitation, user-generated content), on third party sites, and any information, content and materials you provide to or through any such third-party sites (including, without limitation, credit card and other personal information). We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any third-party.

The website and information, products, services or programs contained herein are not substitutes for any professional advice or treatment, including the advice and treatment of a licensed healthcare or other professional. The products and services offered by the company are not suited for everyone. The creators of any products, services or programs offered herein or in connection herewith do not assume, and shall not have, any liability to users for injury or loss in connection therewith. We make no representations or warranties and expressly disclaim any and all liability concerning any treatment or any action following the information offered or provided within or through the website. For specific concerns, questions or situations requiring professional or medical advice, you should consult with an appropriately trained and qualified specialist, professional, or healthcare provider. Never disregard professional advice from a psychologist, physician or other healthcare professional, or delay in seeking such advice, because of the information offered or provided within or through the website.

You acknowledge that you have carefully read this “disclaimer of warranties and limitation of liability” and fully understand that it is a release of liability. You expressly agree to release and discharge all indemnified parties (as defined above) from any and all claims or causes of actions and you agree to voluntarily give up and irrevocably waive and release any right that you may otherwise have to bring a legal action against any indemnified party for personal injury or property damage.

You acknowledge that we cannot guarantee and therefore shall not be in any way responsible for the security or privacy of the internet and this website and any information provided to or taken from the website by you.

We will not be liable, in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent misrepresentations) or otherwise out of or in connection with the website or products or services offered on the website whether by us or on our behalf (including free software downloads) for any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings) or any loss of goodwill or reputation, or any loss or corruption of data, or any special, indirect, incidental, consequential, punitive, or exemplary losses or damages; in any case whether or not such losses or damages were within the contemplation of either of us at the date on which the event giving rise to the loss occurred.

Under no circumstances (including negligence) shall we be liable to you or anyone else for any direct, indirect, incidental, consequential, special, punitive exemplary or any other damages (including lost profits), personal injury (including death) or property damage of any kind or nature whatsoever that arise out of or result from the use of or any inability to use, the website or any content or functions thereof; or any act or omission, online or offline, of any user of the website or anyone else, even if we have been advised of the possibility of such damages. In no event shall our total liability to you for all loss, cost, damage, liability or expense (including attorney’s fees and costs) that you may suffer or incur, under any theory of liability, in contract, tort (including, but not limited to, negligence), or otherwise, exceed the lesser of the amount paid by you, if any, for the right to access or participate in any activity related to the website or $100.00.

Under no circumstances shall we or any of the indemnified parties be liable for any delay or failure in performance resulting, directly or indirectly, from any event of force majeure or other cause beyond our or their control including, without limitation, acts of god, war, equipment and technical failures, electrical power failures or fluctuations, strikes, labor disputes, riots, civil disturbances, shortages of labor or materials, natural disasters, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties. Neither we nor any other indemnified party is responsible or liable for any incompatibility between the website and any site, service, software or hardware, or any delay or failure you may experience with any transmission or transaction related to the website.

The limitations, exclusions and disclaimers herein and elsewhere in these terms of use apply to the maximum extent permitted by applicable law.

Where certain state laws do not allow certain of the exclusions, limitations, or disclaimers of liability set forth in these terms of use, such exclusions, limitations or disclaimers may not apply to you.

16) Compliance with Applicable Law

The Website is based in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with all applicable laws of your specific jurisdiction.

17) Controlling Law

This Agreement and any action related thereto will be governed by the laws of the State of Florida.

18) Changes to Our Terms and Conditions

We reserve the right to change these Terms and Conditions at any time by giving you advance notice of the changes by email or in writing. We will also post these changes on our website. These changes will become effective 30 days after receipt of the notice. To avoid doubt, no unilateral amendment will retroactively change agreed dispute-resolution provisions of these Terms and Conditions, if any, including, for example, arbitration provisions for then-pending disputes unless the parties expressly agree otherwise. Your continued use of our Website, Services, and Products after any change to these Terms and Conditions and our notifying you will constitute your acceptance of such change. If you do not agree with the changes to these Terms and Conditions, you can choose to discontinue the use of our Website, Services, and Products.

19) Severability and Survival

Should any part of this Agreement be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. To the extent that any Content is in conflict or inconsistent with this Agreement, this Agreement will take precedence. Our failure to enforce any provision of this Agreement will not be deemed a waiver of such a provision, nor of the right to enforce such a provision. Our rights under this Agreement will survive any termination of this Agreement.