Terms of Service

1.Agreement to these terms

How you accept

You accept these Terms, and they become binding on you, when any of the following happens first:

1. You click a button or check a box indicating acceptance of these Terms.
2. You sign, or authorize a person to sign, an Order that references these Terms.
3. You create a ShowRunner account or an organization within a ShowRunner account.
4. You access or use the Service, including by logging in as an Authorized User or by publishing a Registration Page.
5. You pay an invoice for the Service.

If you do not agree to these Terms, do not access or use the Service. If you are using the Service during a free trial or a proof of concept, these Terms govern that use as well, subject to the trial provisions in Section 11.

Authority to bind

If you accept these Terms on behalf of a company, partnership, practice group or other entity, you represent and warrant that you are at least 18 years old, that you have full legal authority to bind that entity, and that the entity is duly organized and in good standing. In that case “Customer,” “you” and “your” refer to that entity. If you lack that authority, you may not accept these Terms, and the individual accepting them is personally bound by them.

Sophisticated parties and allocation of risk

Each party is a business acting for commercial purposes. Each party is represented by counsel, or has had a full opportunity to obtain counsel and has chosen how to proceed. Each party has had a fair opportunity to review, negotiate and reject these Terms before accepting them. The parties acknowledge that the Fees are set in reliance on the allocation of risk in Sections 15, 16 and 17, that the allocation is a material part of the bargain, and that ShowRunner would not make the Service available on these Fees without it. These Terms are not a contract of adhesion and are not to be construed against either party as the drafter.

The documents that make up this agreement

This agreement consists of these Terms together with the following documents, each of which is incorporated by reference:

• The Acceptable Use Policy, which governs what you may and may not do with the Service.
• The Messaging Terms, which govern the Messaging Services, consent, opt-outs and A2P 10DLC registration.
• The Data Processing Addendum, which governs our processing of Contact Data on your behalf and lists your instructions to us.
• The Subprocessor List, which identifies the vendors that receive personal data in order to run the Service.
• The Privacy Policy, the Guest Privacy Notice and the Consumer Health Data Notice, which describe how personal information is handled.
• Each Order, order form, subscription confirmation or checkout page describing the plan, seats, Subscription Term and Fees you purchased.
• The Documentation, as updated from time to time.

Order of precedence

If these documents conflict on the same subject, the following order controls, from highest to lowest. A document lower on the list still applies wherever it does not actually conflict.

No purchase order, vendor portal form, supplier questionnaire, click-through, procurement platform term, invoice annotation or other document issued by you adds to or changes this agreement, even if ShowRunner signs, accepts, acknowledges or performs under it. Any such term is void and of no effect unless it appears in a written amendment signed by an authorized officer of ShowRunner that expressly identifies these Terms and states an intent to modify them.

Who is not a party

Guests are not parties to this agreement, are not bound by it, and gain no rights under it. Your Authorized Users are not separate parties; you are responsible for them under Section 4. Where you operate ShowRunner on behalf of other businesses through Client Accounts, those businesses are not parties to this agreement unless they separately accept it, and you remain fully responsible for them.

2.Definitions

These defined terms are used throughout this agreement and throughout the documents incorporated into it. They have the same meaning wherever they appear.

ShowRunner

— ShowRunner LLC, a Minnesota limited liability company, also referred to as “we,” “us” and “our.”

Customer

— The business or individual that subscribes to the Service, also referred to as “you” and “your.” Where an entity accepts these Terms, Customer means that entity and each organization it creates in the Service.

Authorized User

— An individual the Customer permits to use the Service under the Customer's account, including owners, administrators, marketers, setters and closers, whether employees or contractors of the Customer.

Service

— The ShowRunner platform made available at www.showrunnercrm.com and through our mobile application, including the rep portal (contacts, events, seatings, check-in, appointments and closeout), the Marketing module, Client Accounts, Registration Pages, the AI help assistant, the business-card scanning feature where enabled, and our APIs, together with all updates, and the Documentation.

Marketing module

— The features of the Service used to build and send email and SMS campaigns, to run automations, and to build and manage audiences and suppression lists.

Client Accounts

— The operator layer of the Service that lets a Customer create, administer and access separate client organizations under its own account.

Registration Page

— A public seminar registration page hosted by ShowRunner on the Customer's behalf, served under a path of the form /r/[orgSlug]/[eventSlug], through which Guests submit their information.

Guest

— An individual who registers for, is invited to, checks in to, or attends a Customer's seminar, or who otherwise appears in the Customer's account as a prospect, registrant or attendee.

Contact Data

— Personal information about the Customer's contacts, prospects, registrants and Guests that the Customer uploads, imports, enters, or that the Service collects on the Customer's behalf, including names, email addresses, telephone numbers, party size, event attendance, appointment records, consent records and notes.

Customer Data

— All data, content and materials the Customer or its Authorized Users submit to or generate in the Service, including Contact Data, campaign content, event records, uploaded files and card-scan images.

Messaging Services

— The SMS, MMS and email sending features of the Service, including campaigns, automations, transactional confirmations and reminders.

Consent Records

— The records evidencing that a contact gave the consent required for the messages sent to that contact, including the verbatim consent language, the source, the timestamp, and the technical metadata captured with it.

Order

— An order form, subscription confirmation, checkout page or written quote describing the plan, seats, Subscription Term and Fees the Customer has purchased, and referencing these Terms.

Fees

— All amounts payable for the Service, including base subscription fees, per-seat fees, usage and overage charges, pass-through compliance charges, and applicable taxes.

Subscription Term

— The initial subscription period stated in the Order, and each renewal period, during which the Customer is licensed to use the Service.

Documentation

— The user guides, help centre articles, in-product help, API references and technical specifications ShowRunner makes generally available for the Service, as updated from time to time. Documentation does not include marketing pages, sales decks, demo recordings, roadmap statements or support correspondence.

Affiliate

— An entity that controls, is controlled by, or is under common control with a party, where control means ownership of more than fifty percent of the voting interests.

Aggregated Data

— Statistical and operational data derived from use of the Service that has been aggregated across customers and de-identified so that it does not identify the Customer, any Authorized User, any Guest or any individual, and cannot reasonably be used to do so.

Applicable Law

— All laws, rules, regulations, industry codes and carrier or registry requirements that apply to a party's performance under this agreement, including the Telephone Consumer Protection Act, the Telemarketing Sales Rule, CAN-SPAM, state telemarketing and messaging statutes, state privacy and consumer health data laws, and CTIA and mobile carrier messaging requirements.

In this agreement, “including” means “including without limitation,” “or” is not exclusive, the singular includes the plural, references to a Section include its subsections, and headings are for convenience only.

3.The Service and your licence

Licence grant

Subject to your compliance with this agreement and your payment of Fees, ShowRunner grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Service for your internal business purposes, and to permit your Authorized Users to do the same, up to the number of seats stated in your Order. All rights not expressly granted are reserved to ShowRunner.

What you may not do

You may not, and may not permit anyone else to:

1. Copy, modify, translate or create derivative works of the Service or the Documentation.
2. Reverse engineer, decompile or disassemble the Service, or attempt to derive its source code, models, prompts or underlying structure, except to the narrow extent that applicable law prohibits this restriction.
3. Rent, lease, lend, sell, sublicense, distribute, time-share or operate the Service as a service bureau for third parties, except through Client Accounts as expressly permitted and licensed in your Order.
4. Share seat credentials, or allow more individuals to use the Service than the number of seats you have purchased.
5. Access the Service to build, train or benchmark a competing product or service, or permit a competitor of ShowRunner to access the Service.
6. Scrape, crawl, harvest or bulk-extract data from the Service other than through the APIs and export features we provide, at documented rates.
7. Circumvent or attempt to circumvent rate limits, throttles, seat limits, feature gates, security controls, the honeypot or bot-mitigation measures on Registration Pages, or authentication mechanisms.
8. Interfere with the integrity, performance or availability of the Service, or probe or test its vulnerability without our prior written consent.
9. Remove, obscure or alter any proprietary notice, attribution, unsubscribe mechanism, opt-out language or consent interface presented by the Service.
10. Use the Service in violation of the Acceptable Use Policy, the Messaging Terms, Section 8 or Section 18.

Changes to the Service

We improve the Service continuously. We may add, change, deprecate or remove features, adjust the user interface, change how data is organized, and change or replace the third-party providers behind the Service, at any time. Where we intend to remove or materially degrade a core function of the Service that you are actively using, and the change is not required by law, by a carrier or registry, or by a security need, we will give you at least 30 days notice by email to your account administrator or through the Service.

Beta and preview features

We may label features as beta, preview, early access, pilot or experimental. Those features are provided for evaluation, are not part of the Service for the purposes of any commitment we make about the Service, are excluded from every warranty, support obligation and service level, and may be changed or withdrawn at any time without notice or liability. Data you place into a beta feature may be lost. Beta features are our Confidential Information, and you will not disclose your evaluation of them without our written consent.

The mobile application

The mobile application is part of the Service and is licensed, not sold. Your use of it is also subject to the terms of the app store from which you obtained it. If you obtained it from the Apple App Store, then as between Apple and ShowRunner, ShowRunner is solely responsible for the application and for any claim relating to it; Apple has no obligation to furnish support; Apple is a third-party beneficiary of this paragraph and may enforce it; and you represent that you are not located in a country subject to a United States embargo and are not on a United States prohibited-party list. Push notifications are delivered through Expo, Apple and Google infrastructure and are not guaranteed to arrive.

Third-party dependencies

The Service runs on, and sends through, third-party infrastructure and providers, including those identified in the Subprocessor List. Their availability, policies, pricing and technical requirements are outside our control. An outage, rate limit, filtering decision, policy change, suspension or termination by one of those providers is not a breach of this agreement by ShowRunner, and we are not liable for it, although we will use commercially reasonable efforts to restore the affected functionality or find a substitute.

Availability and support

We use commercially reasonable efforts to keep the Service available, and we provide support by email at support@showrunnercrm.com during our normal business hours. Unless a service level agreement is stated in a signed Order, we make no uptime commitment, and no credit, refund or other remedy is available for downtime, degraded performance or maintenance. We may perform scheduled and emergency maintenance at any time, and will try to schedule planned maintenance outside peak seminar hours where practical.

4.Accounts, seats and Authorized Users

Registration and accurate information

You must provide accurate, current and complete information when you create your account, including your correct legal entity name, business address, billing contact and administrator email address, and you must keep that information current. We rely on this information for billing, for notices under Section 22, and for A2P 10DLC brand registration. Inaccurate registration information is a material breach.

Seats

The Service is licensed on a per-seat basis in addition to the base subscription. A seat is for one named individual. Seats may not be shared, pooled or used concurrently by more than one person. You may reassign a seat to a new individual when the prior holder no longer needs access because of a genuine change in role or departure, but not to rotate several people through one seat. We may audit seat usage through the Service's own records, and if we find that you have exceeded your purchased seats, you will pay for the additional seats from the date the excess began.

Credential security

You are responsible for the security of your account. You will:

1. Keep all credentials, API keys and access tokens confidential, and not share them outside your Authorized Users.
2. Require each Authorized User to use a unique login, and enable available authentication controls.
3. Promptly deactivate the account of any Authorized User who leaves or changes roles.
4. Notify us at support@showrunnercrm.com promptly, and in any event within 24 hours, of any suspected or actual unauthorized access to or use of your account.
5. Cooperate with us in investigating and remediating any suspected compromise.

You are responsible for all activity that occurs under your account and under your Authorized Users' credentials, whether or not you authorized it, except to the extent the activity results directly from our own failure to maintain the security of the Service. ShowRunner is not liable for loss arising from stolen, shared or weak credentials.

Responsibility for Authorized Users

You are responsible for the acts and omissions of your Authorized Users, employees, contractors and agents in connection with the Service as if they were your own. You will ensure that every Authorized User is aware of and complies with this agreement, the Acceptable Use Policy and the Messaging Terms, and you will train your setters, closers and marketers on the consent and opt-out rules before you let them send anything.

Client Accounts and operator access

If you use Client Accounts to create or administer organizations on behalf of other businesses, then for each such organization you represent and warrant that you have written authority from that business to act as its agent in the Service, to configure its messaging, to access its Contact Data, and to bind it to this agreement and the incorporated policies. You remain fully and directly responsible to ShowRunner for each client organization's compliance, and a breach by a client organization is your breach. You will not use operator access to view, export or message a client organization's Contact Data except as that business has instructed you.

Conversely, if another business administers your organization through Client Accounts, that business acts as your agent. Its instructions to us are your instructions, its access to your Contact Data is access you have authorized, and ShowRunner is not responsible for what it does with that access.

Administrative authority

We may rely on any instruction that appears to come from an account owner or administrator, including instructions to add seats, change plans, enable the card-scanning feature, export or delete data, or transfer ownership of an organization. We are not obliged to investigate whether an internal dispute exists. Where we receive conflicting instructions from people who each appear to be authorized, we may suspend the affected action until you resolve the conflict in writing.

5.Customer Data and ownership

You own your data

As between you and ShowRunner, you own all right, title and interest in Customer Data, including Contact Data. We claim no ownership of it. You are responsible for Customer Data — for its accuracy, quality, legality, and for the means by which you acquired it.

The licence you give us

You grant ShowRunner a worldwide, non-exclusive, royalty-free licence, during the Subscription Term and for the limited period afterwards described in Section 12, to host, store, copy, transmit, index, display, reformat and otherwise process Customer Data solely to:

1. Provide, maintain, secure and support the Service for you.
2. Send the messages, publish the Registration Pages and perform the automations you configure.
3. Prevent, detect and investigate fraud, abuse, security incidents and violations of the Acceptable Use Policy or the Messaging Terms.
4. Perform your documented instructions under the Data Processing Addendum.
5. Create Aggregated Data as permitted below.
6. Comply with Applicable Law and valid legal process.

This licence also extends to our subprocessors, to the extent necessary for them to perform the functions listed in the Subprocessor List, and it survives termination only for as long as needed to complete the export window, satisfy legal obligations, and cycle backups out of existence.

Aggregated and de-identified data

We may create Aggregated Data and use it to operate, secure, analyze, benchmark and improve the Service, to produce industry statistics, and for our own business purposes. Aggregated Data will never identify you, an Authorized User, a Guest or any individual, will never be re-identified by us, and will never be sold, licensed or disclosed as a contact list, a lead list or a set of personal information. We will not publish Aggregated Data in a form that identifies you by name without your consent.

Artificial intelligence and model training

We do not use Customer Data to train, fine-tune or otherwise improve generalized or publicly available artificial intelligence or machine learning models, and we do not permit our AI vendors to do so. Where the Service sends content to an AI provider — for the help assistant, for business-card scanning, or for drafting assistance — it does so under terms that prohibit training on that content and that provide for zero or short-term retention, as described in the Subprocessor List. Features that personalize behaviour within your own organization, using only your own data and for your benefit, are permitted and are not model training for these purposes.

Feedback

If you or an Authorized User sends us suggestions, feature requests, bug reports, evaluations or other feedback about the Service, we may use it without restriction, obligation or compensation. You grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use, modify and commercialize that feedback, and we own everything we build from it. You will not send us feedback that you are not free to license this way, and you will not include any third party's confidential information in it.

We are not a backup service

ShowRunner maintains the system of record for your account and takes reasonable measures to protect it, including routine backups of our production systems. Even so, the Service is not a backup, archival or records-retention service, and our backups exist to let us recover our platform, not to let you recover an individual record you deleted. You are responsible for maintaining your own copies of Customer Data you cannot afford to lose. We strongly encourage you to export your contacts, events and Consent Records regularly using the export features in the Service. Subject to Sections 15 and 16, we are not liable for the loss, corruption or unavailability of Customer Data, and any liability we do have for it is subject to the cap in Section 16.

Accuracy and content

We do not verify Customer Data, do not review campaign content before it sends, and do not check whether a phone number, email address or consent record is genuine. Features such as email validation and address geocoding are conveniences that return third-party results; they are not warranties about a contact and do not establish that you have consent to contact anyone.

Deletion at your request

You may delete Customer Data through the Service, and you may ask us in writing to delete specific records, message logs, card-scan images or help-assistant transcripts. We will honour a written deletion request within a reasonable period. We do not currently operate an automated retention schedule for message logs, card-scan images or help-assistant transcripts, and we do not promise one. Two categories survive a deletion request: entries in the append-only consent ledger, which we retain as compliance evidence for the periods described in the Messaging Terms and in Section 6, and suppression records, which we retain permanently so that a person who opted out is not messaged again.

6.Your responsibilities and warranties

You make each of the representations and warranties in this Section on the date you accept these Terms and again each time you use the Service, upload Contact Data, publish a Registration Page or send a message. These are express warranties, not general statements of intent.

Lawful collection and consent

1. You have a lawful basis to collect, hold, use and disclose all Contact Data in your account, and to have ShowRunner process it on your behalf.
2. Every telephone number and email address in your account was obtained lawfully and directly from the individual, or from a source that was itself entitled to provide it and that permitted its use for the purpose you are using it for.
3. You have obtained all consents necessary from your registrants, attendees and contacts for the communications you send them, in the form Applicable Law requires for those communications.
4. You have not purchased, rented, leased, swapped, scraped, appended or otherwise acquired a list of telephone numbers or email addresses from a third party for use with the Messaging Services, and you will not do so.
5. You gave each individual, at the time you collected their information, the disclosures Applicable Law requires, including the identity of the sender, the purpose of the collection and the nature and frequency of the messages they would receive.
6. You have scrubbed your contacts against the National Do Not Call Registry and any applicable state registry where the law requires it for the calls or messages you make, and you maintain your own internal do-not-contact list.

Your own privacy policy

You will publish and maintain a privacy policy that accurately describes how you collect, use, share and retain the personal information of your Guests and contacts, that discloses your SMS and email practices, that describes how a person can exercise their rights against you, and that is accessible from every channel through which you collect information. Where you use a ShowRunner-hosted Registration Page, you will supply us with a working link to that policy and keep it current. You are the entity with the direct relationship to the Guest, and your policy is the operative one for them; the Guest Privacy Notice describes only what ShowRunner itself does.

Consent Records and the production duty

You will create and retain Consent Records sufficient to prove, for each contact and each channel, that the consent required by Applicable Law was given before you messaged them. You will retain those records for five (5) years after the contact opts out or after your relationship with them ends, whichever is later. On our written request, you will produce them to us within three (3) business days.

We may also require, and you will provide within the same three business days, a written explanation of how a specific set of telephone numbers or email addresses was collected, together with a signed statement from an officer of your business guaranteeing that the required consent was obtained for each of them. If you do not produce what we ask for within that period, we may suspend the Messaging Services, suspend your account, or terminate this agreement, in each case without liability to you and without any refund or fee credit.

A2P 10DLC and sender registration

SMS runs through Twilio sub-accounts, and messaging requires brand and campaign registration under the A2P 10DLC framework. You warrant that all information you provide for registration is true, complete and current, including your legal entity name, employer identification number, business address, website, sample message content, opt-in description and call-to-action. You warrant that your actual messaging practice matches the campaign you registered. Registration outcomes, throughput assignments, vetting scores, campaign approvals and rejections are determined by carriers and registries, not by ShowRunner, and we do not guarantee any of them. Providing inaccurate registration information is a material breach and may result in fines that are passed through to you under Section 7.

Your relationship with Guests

1. You, not ShowRunner, have the relationship with your Guests. You are responsible for responding to their questions, complaints, privacy requests and requests to stop contact.
2. If a Guest contacts us directly, we may forward the request to you and tell the Guest that you are the responsible business. You will respond within the time Applicable Law allows, and in any event within ten (10) business days of our forwarding it.
3. Where you use a ShowRunner-hosted Registration Page, you will not disable, remove, alter, hide, pre-check, obscure or bypass the guest-facing terms, notices, consent checkboxes or opt-out mechanisms that ShowRunner presents, and you will not embed the page in a frame or flow that changes what the Guest sees before submitting.
4. Where you use your own registration page, landing page or intake form instead of ours, you will present terms and a privacy notice to the Guest that are at least as protective as ours, you will obtain consent that meets the standard in Section 7, and you will name ShowRunner as an intended third-party beneficiary of the limitation of liability, disclaimer and dispute-resolution provisions of those guest-facing terms, entitled to enforce them directly.
5. You will not tell a Guest that ShowRunner is responsible for your seminar, your offers, your treatments or your messaging, and you will not represent that ShowRunner endorses you.

Your content, offers and claims

You are solely responsible for everything you say in the Service and through it — campaign copy, event descriptions, landing page content, appointment scripts and closeout notes. Because your seminars concern regenerative-medicine treatments, you specifically warrant that your marketing content complies with the Federal Trade Commission Act, the Food, Drug, and Cosmetic Act, state consumer protection and deceptive trade practices statutes, and all applicable professional advertising rules; that you have competent and reliable substantiation for every health, efficacy, safety, outcome or testimonial claim you make before you make it; and that you hold every licence, registration and authorization required to market and provide the services you promote. ShowRunner does not review, approve, endorse or substantiate your claims, and provides no regulatory, medical or legal advice.

Accurate contact information for notices

You will keep a monitored administrator email address on file. Notices we send to that address are effective when sent, including notices of price changes, material changes to these Terms, suspension and termination. A bounced, filtered or unread notice is still effective.

Export control, sanctions and anti-corruption

You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive United States sanctions; that you are not identified on any United States restricted-party list, including the Specially Designated Nationals and Blocked Persons List; that you are not owned or controlled by any such party; and that you will not export, re-export or make the Service available in violation of United States export control or sanctions laws. You will comply with the Foreign Corrupt Practices Act and other applicable anti-bribery laws.

7.Messaging and communications compliance

This Section applies to every message sent through the Service. It works together with the Messaging Terms and the Acceptable Use Policy, both of which are part of this agreement.

Allocation of responsibility

As between the parties, you are solely responsible for compliance with the Telephone Consumer Protection Act and its implementing rules at 47 C.F.R. § 64.1200, the Telemarketing Sales Rule, CAN-SPAM, state telemarketing, mini-TCPA and messaging statutes, state privacy and consumer health data laws, the CTIA Messaging Principles and Best Practices, and all carrier and registry requirements. ShowRunner provides a technology platform and message-transmission capability. We do not select your recipients, draft your campaigns, or determine the timing or content of your messages, and we do not act as your telemarketer, lead generator or compliance advisor.

The consent standard

1. Before you send any marketing or promotional SMS or MMS to a telephone number, you must have that person's prior express written consent as defined at 47 C.F.R. § 64.1200(f)(9), including a clear and conspicuous disclosure, an affirmative act by the person, and a signature that satisfies the E-SIGN Act.
2. Consent must not be a condition of purchase, of registering for a seminar, or of receiving anything else of value.
3. The consent you obtain must match the messages you send, in sender identity, purpose and subject matter. Consent to receive seminar reminders is not consent to receive unrelated promotions.
4. You must honour a revocation of consent made through any reasonable method, in any reasonable words, on any channel — not only the keyword STOP — and you must stop sending within ten (10) business days of the request.
5. Email campaigns must comply with CAN-SPAM: accurate headers and sender identity, a non-deceptive subject line, a valid physical postal address, a clear opt-out mechanism, and processing of opt-outs within ten (10) business days.
6. You must comply with all applicable quiet-hours restrictions, message-frequency disclosures, identification requirements and opt-out-language requirements in every message.

We do not require you to obtain separate, one-to-one consent for each seller. That rule was vacated before it took effect, and this agreement does not impose it. Nothing in this paragraph relieves you of the prior express written consent requirement above, or of any stricter requirement imposed by a state, a carrier or a registry.

What the platform does, and what it does not do

The Service provides compliance tooling: Registration Pages present two separate consent checkboxes, one for SMS and one for email, each unchecked by default, and registration does not require either; an append-only consent ledger records the channel, whether consent was granted or revoked, the verbatim consent language shown, the source, the timestamp, the IP address and the user agent; inbound STOP, UNSUBSCRIBE and similar keywords are processed automatically through the Twilio inbound webhook; and marketing email supports RFC 8058 one-click unsubscribe, which writes an organization-wide suppression record.

These tools help you comply. They do not make you compliant. They do not evaluate whether a consent you imported was validly obtained, whether a call-to-action you used elsewhere was adequate, whether your content is deceptive, or whether a state law applies to you. Using them is not a defence, and their operation is not a representation by ShowRunner about the legality of your messaging.

Suspension on a good-faith belief

We may suspend or throttle the Messaging Services, an individual campaign, a sending number, a sending domain, or your entire account immediately and without prior notice if we form a good-faith belief that your messaging violates Applicable Law, the Acceptable Use Policy or the Messaging Terms; if complaint rates, opt-out rates, spam-trap hits or carrier filtering exceed thresholds we or our providers consider acceptable; if a carrier, registry, aggregator or upstream provider asks us to; or if you fail to produce Consent Records under Section 6. Suspension under this paragraph is not a breach by us, creates no liability, and does not entitle you to a refund or fee credit.

Fines, penalties and pass-through

No deliverability or throughput guarantee

Carriers, mailbox providers, spam filters and registries decide independently whether to accept, filter, delay, label or block a message. Throughput on 10DLC campaigns is assigned by carriers based on brand vetting. We do not guarantee that any message will be delivered, delivered on time, delivered without alteration, or delivered to the inbox rather than a spam folder. We are not liable for undelivered, delayed, filtered, blocked, mislabelled or misdirected messages, for lost seminar attendance resulting from them, or for the cost of messages consumed in a failed send, and no refund or credit is available for them.

Monitoring and cooperation

We may review message content, complaint reports, opt-out data and delivery metadata to investigate suspected abuse, to respond to a carrier or regulator, or to comply with legal process. You will cooperate promptly and in good faith with any such investigation, including by providing Consent Records, campaign histories and collection descriptions.

8.Prohibited data and the no-PHI rule

Your HIPAA status warranty

You represent and warrant, continuously throughout the Subscription Term, that:

1. You are not a covered entity as defined at 45 C.F.R. § 160.103.
2. You are not a business associate as defined at 45 C.F.R. § 160.103.
3. You are not acting on behalf of, as an agent of, or as a subcontractor to a covered entity or a business associate in connection with your use of the Service, and you will not do so.
4. You will not permit any covered entity, business associate, or subcontractor of either — including any clinic, practice, provider, laboratory, billing company or marketing agency acting for one — to submit, transmit, store or receive data through your account or through a Client Account you administer.
5. You will not submit protected health information, individually identifiable health information, or any record derived from a treatment relationship to the Service, whether by upload, import, integration, API, form field, note, attachment, message body or card scan.

The third and fourth warranties are not boilerplate. A marketing company that handles identifiable health information for a clinic can itself be a business associate or a subcontractor of one, and the chain in 45 C.F.R. § 164.502(e)(1)(ii) can reach a downstream vendor. These warranties exist to break that chain before it reaches ShowRunner. If your status changes so that any of them stops being true, you must stop using the Service and notify us in writing immediately.

No business associate agreement, and rejection of forms

ShowRunner does not enter into business associate agreements. None is available at any price or on any plan. ShowRunner expressly rejects, and is not bound by, any business associate agreement, HIPAA addendum, HITECH addendum, data security exhibit or similar instrument that is presented to us in a purchase order, a vendor portal, a supplier registration or onboarding flow, a procurement platform, a click-through, an email signature block, an invoice annotation, or by reference in any other document. No such instrument binds ShowRunner unless it is a separate written agreement signed by an authorized officer of ShowRunner that expressly identifies these Terms. Our continued provision of the Service, acceptance of an Order, or acceptance of payment is not acceptance of any such instrument.

You will not state or imply to any third party that ShowRunner is HIPAA compliant, that ShowRunner is your business associate, that the Service is suitable for protected health information, or that a business associate agreement exists between us. ShowRunner holds no SOC 2 report, no ISO certification and no HIPAA attestation, and makes no compliance claim of any kind.

The prohibition is absolute because the consequences are uncapped. Civil monetary penalties for HIPAA violations in the highest tier currently reach approximately $2.19 million per violation category per calendar year, in addition to state enforcement, private claims and remediation cost. That is why your indemnity for a breach of this Section is excluded from the liability cap in Section 16 and is unlimited in amount.

Other data you may not submit

In addition to protected health information, you will not submit to the Service, and will not permit anyone to submit through your account:

1. Personal information about any individual under 18 years of age, or any data knowingly collected from a child.
2. Government identifiers, including Social Security numbers, taxpayer identification numbers, driver's licence numbers, passport numbers, Medicare or Medicaid identifiers, or health plan beneficiary numbers.
3. Financial account numbers, payment card numbers, card security codes or bank routing and account details. Payment information is collected only by Stripe through the billing flow and must never be typed into a contact record, a note or a message.
4. Biometric identifiers or biometric information, including fingerprints, voiceprints, retina or iris scans, and facial geometry or face templates. The business-card scanning feature performs optical character recognition on a card and is not a biometric feature; you will not use it to capture, upload or analyze images of faces or other biometric identifiers.
5. Clinical or medical records of any kind, including diagnoses, symptoms, conditions, medications, prescriptions, lab or imaging results, treatment plans, chart notes, intake questionnaires, consent-to-treat forms, insurance or claims data, and provider correspondence.
6. Consumer health data beyond what the Consumer Health Data Notice permits, including any inference about a person's health condition, diagnosis, treatment, or gender-affirming or reproductive care.
7. Credentials for any third-party system, other than through the authenticated integrations the Service provides.
8. Data subject to the Gramm-Leach-Bliley Act, the Fair Credit Reporting Act, the Family Educational Rights and Privacy Act, ITAR or EAR-controlled technical data, criminal justice information, or classified or export-controlled material.
9. Any data that you are contractually or legally prohibited from disclosing to a service provider.

What we do if prohibited data appears

If we become aware that prohibited data is present in your account, we may, at our discretion and without liability to you: quarantine or restrict access to the affected records; notify your account administrator and require you to remove the data within a stated period; delete the affected records, fields, files or message logs; suspend the affected feature or your account; and, for repeated or serious violations, terminate this agreement for cause under Section 12. Where a law, a regulator or an upstream provider requires immediate action, we may act before notifying you. You will cooperate with any such remediation, and you will bear the reasonable costs we incur in investigating, quarantining, deleting, reporting or defending against the presence of prohibited data in your account.

Business-card scanning

The business-card scanning feature is disabled by default and is enabled only for organizations that ask for it. Where it is enabled, you represent that each card was voluntarily handed to you or your Authorized User for business-contact purposes, that you may extract and store its contents, and that a scan does not by itself constitute consent to receive marketing SMS or email. Card images and extracted text are processed by our AI subprocessor under no-training terms and are retained in your account until you delete them or ask us to. There is no automated deletion schedule for card images; deletion is on request.

9.Privacy roles and the Data Processing Addendum

Who plays which role

For Contact Data, you are the controller or business and ShowRunner is the processor or service provider. We process Contact Data only on your documented instructions, which consist of this agreement, the Data Processing Addendum, the Documentation, and the configuration choices you make in the Service. We do not sell Contact Data, do not share it for cross-context behavioural advertising, and do not use it for our own marketing.

For account data — the records of your Authorized Users' identities and logins, your billing and tax information, support correspondence, security logs and our own analytics about our business — ShowRunner is the controller, and the Privacy Policy governs.

The Data Processing Addendum

The Data Processing Addendum is incorporated into this agreement and applies automatically. You do not need to sign a separate copy. It sets out the subject matter, duration, nature and purpose of processing, the categories of data and data subjects, our confidentiality and security commitments, our incident-notification obligations, our assistance with data subject requests, and the terms on which we engage subprocessors.

Subprocessors

The vendors that receive personal data in order to run the Service are listed, with their function, in the Subprocessor List. They currently include Vercel, Supabase, Twilio, Resend, Google, OpenAI, ZeroBounce, the United States Census geocoding service, and Expo, Apple and Google for push notifications. Stripe receives billing data only. Cloudflare Turnstile receives an IP address only for bot mitigation on Registration Pages. All processing occurs in the United States. We will notify you before adding a new subprocessor that handles Contact Data, and you may object on the terms and within the window stated in the Data Processing Addendum.

No tracking, no advertising technology

ShowRunner runs no analytics scripts, no advertising or retargeting pixels, no telemetry, no session-replay tooling and no third-party tracking of any kind, anywhere in the application or on public Registration Pages. We make this commitment as a term of this agreement, not merely as a description. If that ever changes, it is a material change to these Terms and you will receive notice under Section 21 before it takes effect.

Requests from individuals

You are responsible for responding to access, deletion, correction, portability, opt-out and other requests from Guests and contacts. We will assist you as described in the Data Processing Addendum, using the export, edit, suppression and deletion functions in the Service. Where an individual contacts us directly about data we hold for you, we will refer them to you unless the law requires otherwise.

Security

We maintain administrative, technical and physical safeguards designed to protect Customer Data, described in the Data Processing Addendum. No system is perfectly secure. ShowRunner holds no SOC 2 report, no ISO 27001 certification and no HIPAA attestation, and does not represent that the Service meets any particular security framework. You are responsible for assessing whether the Service is appropriate for the data you choose to put into it, and for configuring the access controls available to you.

10.Third-party services and integrations

Services we use to run the platform

The Service depends on third-party providers for hosting, database, messaging, email delivery, payments, artificial intelligence, address geocoding, email validation and push notification. Those providers have their own terms, acceptable use policies and technical limits, and you are bound by them to the extent they apply to your use. In particular, your use of the Messaging Services is subject to the acceptable use policies of our messaging and email providers and to carrier and registry requirements, and your use of the AI features is subject to our AI provider's usage policies.

Google Workspace integration

You may connect a Google account per organization to enable sending from Gmail and reading calendar availability. When you do, you authorize ShowRunner to access those scopes on your behalf. ShowRunner's use of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements. You are responsible for ensuring that connecting the account complies with your own Google Workspace policies and any duty you owe to the mailbox owner. You may revoke the connection at any time through your Google account or through the Service; revoking it will stop dependent automations and calendar features from working, and we are not liable for the consequences.

Integrations you configure

If you connect the Service to another system through an API key, webhook, form embed, automation platform or export, you do so at your own risk. Data leaving the Service through a connection you configured is outside our control and outside our responsibility. We do not monitor, secure or validate destination systems, and we are not liable for their handling of Customer Data.

No endorsement, no responsibility

References to third-party products in the Service or the Documentation are not endorsements. We do not warrant third-party services, do not control their pricing or policies, and are not responsible for their acts, omissions, outages, data handling, security incidents or termination decisions. If a provider changes its terms, deprecates an interface, raises its prices or suspends service, we may change or discontinue the affected functionality, and we will pass through cost increases only as described in Section 11.

11.Fees, billing and payment

What you pay

You will pay the Fees stated in your Order or on the checkout page you completed, which consist of a base subscription fee plus a fee for each seat, together with any usage, overage and pass-through charges. Fees are quoted in United States dollars. Unless your Order says otherwise, Fees are billed in advance for each billing period, are non-refundable, and are not subject to set-off, deduction or withholding.

Billing through Stripe

Billing is processed by Stripe. You will maintain a valid payment method on file, and you authorize ShowRunner and Stripe to charge that payment method for all Fees, on a recurring basis, until you cancel. Payment card details are collected and stored by Stripe, not by ShowRunner. If a charge fails, we may retry it, and we may charge any other payment method you have provided.

Subscription Term and renewal

Unless your Order states a longer term, the Subscription Term is one month and renews automatically for successive one-month periods at the then-current Fees. Either party may decline renewal by giving notice before the end of the current period; for you, cancelling in the Service is sufficient notice. Cancellation takes effect at the end of the current period. We do not provide partial-period or unused-time refunds.

Adding and removing seats

You may add seats at any time; added seats are charged from the date of addition, prorated for the remainder of the current period, and are included in each renewal. Seat reductions take effect at the start of the next billing period and do not generate a refund or credit for the current one.

Trials, pilots and promotional pricing

If we give you a free trial, a pilot or discounted introductory pricing, it applies only for the period we state and only to the plan we specify. At the end of a trial, your subscription converts to a paid subscription at the then-current Fees unless you cancel first. Trials are provided as-is, are excluded from every warranty and support commitment, and may be modified or ended at any time. If a trial expires without conversion, we may delete the account and its data after the export window in Section 12.

Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, excise, communications, telecommunications, gross receipts, value-added and similar taxes, duties and surcharges arising from your purchase, except taxes on ShowRunner's net income. If we are required to collect a tax, we will add it to your invoice. If you are exempt, you will provide a valid exemption certificate before the exemption applies.

Pass-through compliance and carrier charges

Messaging carries costs we do not set. We may pass through to you, at cost or at the rate published in the Service, charges including A2P 10DLC brand registration and vetting fees, campaign registration and monthly campaign fees, carrier surcharges per message segment, toll-free or short-code provisioning and verification fees, email validation charges, and any increase a provider, carrier or registry imposes. We may also pass through fines and penalties under Section 7. Where a provider raises a pass-through rate, the new rate applies to messages sent after the change, and we will publish or notify the change when we can.

Price changes

We may change the Fees for the Service. We will give you at least 30 days notice by email to your account administrator before a price change takes effect at your next renewal. If you do not accept the change, your remedy is to cancel before the change takes effect; continuing to use the Service after that date is acceptance of the new Fees. Pass-through charges under the previous paragraph and taxes are not price changes and may change without that notice period.

Invoice disputes and chargebacks

If you believe an invoice is wrong, you must notify support@showrunnercrm.com in writing within 30 days of the invoice date, with detail sufficient for us to investigate. You waive any claim to a correction you do not raise within that period. Disputing part of an invoice does not excuse payment of the undisputed remainder. Initiating a chargeback or payment reversal without first raising the dispute with us is a material breach and entitles us to suspend the account immediately and to recover the disputed amount plus the processor's fees.

Late payment, suspension and reinstatement

Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid. If an amount is more than ten (10) days past due, we may suspend the Service after notice to your account administrator, and we may keep it suspended until all outstanding amounts are paid. Suspension for non-payment does not relieve you of Fees that accrue during the suspension. You will reimburse our reasonable costs of collection, including collection agency fees, court costs and attorney's fees. To reinstate a suspended or terminated account we may require payment of all outstanding amounts plus a reasonable reactivation fee, and you may need to complete A2P 10DLC brand and campaign registration again at your cost. Data deleted under Section 12 cannot be restored.

12.Term, suspension, termination and what happens after

Term

This agreement begins when you first accept it and continues until every Subscription Term has expired or been terminated as described below.

Termination for convenience

You may terminate at any time by cancelling in the Service or by written notice; termination takes effect at the end of the current Subscription Term and no refund is due. We may terminate for convenience on 30 days written notice, in which case we will refund the prorated portion of any prepaid Fees for the period after termination.

Termination for cause

Either party may terminate immediately on written notice if the other materially breaches this agreement and fails to cure within fifteen (15) days after written notice describing the breach, or if the other becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy or receivership proceeding that is not dismissed within sixty (60) days.

ShowRunner may terminate immediately, with no cure period, if you breach Section 6, Section 7, Section 8, Section 14 or Section 18, if you violate the Acceptable Use Policy or the Messaging Terms in a way that exposes us to legal or carrier risk, if you fail to produce Consent Records within the three-business-day period, or if a carrier, registry, regulator or upstream provider requires us to stop serving you.

Suspension

We may suspend your access to all or part of the Service, immediately and with such notice as is practical in the circumstances, if:

1. Fees are more than ten (10) days past due.
2. We form a good-faith belief that your use violates Applicable Law, the Acceptable Use Policy or the Messaging Terms.
3. Your messaging generates complaint, opt-out or spam-trap rates that we or our providers consider unacceptable.
4. A carrier, aggregator, registry, provider, court or regulator requires it.
5. Your account presents a security threat to the Service, to other customers or to any individual.
6. Prohibited data under Section 8 is present in your account.
7. You do not produce Consent Records or a signed consent guarantee within three (3) business days of our request.
8. Continued provision would, in our reasonable judgement, expose ShowRunner to legal liability or to loss of an essential provider relationship.

We will lift a suspension when the cause is resolved to our reasonable satisfaction. Suspension under this Section is not a breach by us, does not extend the Subscription Term, and does not entitle you to a refund, credit or damages. Fees continue to accrue during suspension.

Effect of termination

1. Your licence and all access rights end immediately, including access for every Authorized User and every Client Account you administer.
2. All Fees accrued through the effective date of termination become immediately due, together with any pass-through charges and fines invoiced afterwards.
3. Scheduled campaigns, automations and Registration Pages stop, and published Registration Pages are taken down.
4. For thirty (30) days after termination, on your written request to support@showrunnercrm.com, we will make your Customer Data available for export in a commercially reasonable machine-readable format, including contacts, events, appointments and Consent Records. We may require payment of outstanding amounts before providing the export.
5. After that 30-day window, ShowRunner may delete Customer Data, and after deletion it cannot be recovered. We may retain data where a law, a legal hold, a regulatory obligation or a pending dispute requires it, and residual copies persist in backups until they cycle out on our ordinary schedule.
6. We may retain, permanently, suppression records and consent ledger entries needed to keep a person who opted out from being contacted again and to evidence compliance.

Survival

Sections 1, 2, 5 (as to ownership, feedback and Aggregated Data), 6, 7 (as to fines and pass-through), 8, 11 (as to amounts owed), 12, 13, 14, 15, 16, 17, 18, 19, 20, 22 and 23 survive termination or expiration, together with any provision that by its nature should survive.

13.Confidentiality

What is confidential

“Confidential Information” means non-public information disclosed by one party to the other in connection with this agreement that is identified as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure. Customer Data is your Confidential Information. The Service, its software, architecture, security measures, prompts and models, the Documentation, our pricing and Orders, our roadmap, and beta features are our Confidential Information. The existence and terms of this agreement are confidential to both parties.

Obligations

The receiving party will use the disclosing party's Confidential Information only to perform or exercise rights under this agreement, will protect it with at least the care it uses for its own confidential information and never less than reasonable care, and will disclose it only to its employees, contractors, advisors and subprocessors who need it and who are bound by confidentiality obligations at least as protective as these. The receiving party is responsible for any breach by those recipients.

Exclusions

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known to the receiving party without restriction before disclosure, is rightfully obtained from a third party without a duty of confidentiality, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Compelled disclosure

A party may disclose Confidential Information to the extent required by law, regulation, subpoena or court order, provided that, unless legally prohibited, it gives the other party prompt notice and reasonable cooperation so that the other party may seek protective treatment, and discloses only the portion legally required.

Duration, return and remedies

These obligations continue for three (3) years after disclosure, and indefinitely for trade secrets and for Customer Data. On written request after termination, each party will return or destroy the other's Confidential Information, except for copies retained in routine backups or required by law, which remain subject to this Section. Each party acknowledges that a breach of this Section may cause irreparable harm for which damages are an inadequate remedy, and that the non-breaching party may seek injunctive relief without posting a bond, in addition to any other remedy.

14.Intellectual property, feedback and publicity

Our rights

ShowRunner and its licensors own all right, title and interest in and to the Service and everything in it, including the software, source and object code, databases and schemas, user interface, visual design, workflows, prompts, models, templates, sample content, the Documentation, Aggregated Data, and all improvements and derivative works. Nothing in this agreement transfers any ownership to you. No licence is granted by implication, estoppel or otherwise; the only rights you receive are the express licence in Section 3.

Our marks

“ShowRunner,” the ShowRunner logo and our other names, marks and trade dress are our property. You may not use them except to identify ShowRunner as your vendor in the ordinary course, and you may not register or use a confusingly similar mark or domain. Any goodwill from your use of our marks inures to us.

Your marks

You grant ShowRunner a non-exclusive, royalty-free licence during the Subscription Term to use your name, logo and brand assets solely to operate the Service for you — to render your Registration Pages, to brand the messages you send, and to identify your organization inside the product.

Feedback

Feedback is licensed to us as described in Section 5. We may implement it, ship it and commercialize it without any obligation to you, and we own all resulting intellectual property.

Publicity

We may identify you as a ShowRunner customer, and use your name and logo, on our website, in customer lists and in sales materials. You may withdraw that permission at any time by emailing legal@showrunnercrm.com, and we will stop using your name and logo in new materials within a reasonable period. Any quote, testimonial, case study or press release naming you requires your prior written approval.

Claims of infringement

If you believe content on the Service or on a Registration Page infringes your copyright or trademark, send a notice with the details required by the Digital Millennium Copyright Act to legal@showrunnercrm.com. We may remove or disable access to the content, and we may terminate the accounts of repeat infringers.

15.Disclaimer of warranties

The Service is provided as-is

EXCEPT AS EXPRESSLY STATED IN A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED OFFICER OF SHOWRUNNER, THE SERVICE, THE DOCUMENTATION, ALL BETA FEATURES, ALL AI FEATURES, ALL TEMPLATES AND SAMPLE CONTENT, AND ALL SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOWRUNNER AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION, ACCURACY AND DATA ACCURACY.

Specific disclaimers

WITHOUT LIMITING THE FOREGOING, SHOWRUNNER DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (B) DEFECTS WILL BE CORRECTED; (C) THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF HARMFUL COMPONENTS; (D) ANY MESSAGE WILL BE DELIVERED, DELIVERED ON TIME, DELIVERED WITHOUT ALTERATION, OR PLACED IN AN INBOX RATHER THAN A SPAM OR PROMOTIONS FOLDER; (E) ANY A2P 10DLC BRAND OR CAMPAIGN REGISTRATION WILL BE APPROVED, OR THAT ANY PARTICULAR THROUGHPUT OR VETTING SCORE WILL BE ASSIGNED; (F) CUSTOMER DATA WILL NOT BE LOST, CORRUPTED OR RENDERED UNAVAILABLE; (G) ANY OUTPUT OF ANY AI FEATURE WILL BE ACCURATE, COMPLETE, CURRENT, ORIGINAL, NON-INFRINGING OR FIT FOR ANY PURPOSE; (H) ANY EMAIL VALIDATION, GEOCODING, DEDUPLICATION OR ENRICHMENT RESULT WILL BE CORRECT; OR (I) THE SERVICE WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY PARTICULAR BUSINESS RESULT, INCLUDING ANY LEVEL OF REGISTRATION, ATTENDANCE, APPOINTMENTS OR SALES.

No compliance or professional advice

SHOWRUNNER DOES NOT WARRANT THAT YOUR USE OF THE SERVICE WILL COMPLY WITH ANY LAW, RULE, REGULATION, CARRIER REQUIREMENT OR INDUSTRY CODE, INCLUDING THE TELEPHONE CONSUMER PROTECTION ACT, THE TELEMARKETING SALES RULE, CAN-SPAM, STATE MESSAGING OR PRIVACY STATUTES, OR HIPAA. SHOWRUNNER IS NOT A LAW FIRM, IS NOT YOUR ATTORNEY, IS NOT A COMPLIANCE ADVISOR, IS NOT A HEALTHCARE PROVIDER, AND PROVIDES NO LEGAL, REGULATORY, MEDICAL OR TAX ADVICE. NOTHING IN THE SERVICE, THE DOCUMENTATION, ANY TEMPLATE, ANY AI OUTPUT OR ANY SUPPORT COMMUNICATION IS ADVICE OF THAT KIND. SHOWRUNNER HOLDS NO SOC 2 REPORT, NO ISO CERTIFICATION AND NO HIPAA ATTESTATION, OFFERS NO BUSINESS ASSOCIATE AGREEMENT, AND MAKES NO REPRESENTATION THAT THE SERVICE IS SUITABLE FOR REGULATED DATA.

Third parties, beta and free use

THIRD-PARTY SERVICES, INTEGRATIONS, LINKS AND CONTENT ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, AND SHOWRUNNER IS NOT RESPONSIBLE FOR THEM. BETA FEATURES, TRIALS, PILOTS AND ANY USE OF THE SERVICE FOR WHICH YOU PAY NO FEE ARE PROVIDED WITHOUT ANY WARRANTY, SUPPORT OBLIGATION OR SERVICE COMMITMENT WHATSOEVER.

No warranty outside the Documentation

NO STATEMENT, DEMONSTRATION, PROPOSAL, ROADMAP, SALES PRESENTATION, MARKETING PAGE, SUPPORT MESSAGE OR ADVICE, WHETHER ORAL OR WRITTEN, BY SHOWRUNNER OR ANY OF ITS PERSONNEL OR AGENTS, CREATES A WARRANTY OR IN ANY WAY EXPANDS THE SCOPE OF THIS AGREEMENT. THE ONLY DESCRIPTION OF THE SERVICE YOU MAY RELY ON IS THE DOCUMENTATION AS IT EXISTS AT THE TIME OF USE.

Jurisdictional limits

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. WHERE A DISCLAIMER IN THIS SECTION IS NOT PERMITTED, IT APPLIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND ANY WARRANTY THAT CANNOT BE DISCLAIMED IS LIMITED IN DURATION TO THIRTY (30) DAYS FROM FIRST USE OF THE AFFECTED FUNCTIONALITY.

16.Limitation of liability

Claims this Section covers, including negligence

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY TO EVERY CLAIM OF EVERY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE, THE MESSAGING SERVICES, CUSTOMER DATA OR ANY DEALING BETWEEN THE PARTIES, WHETHER THE CLAIM IS BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE (WHETHER ACTIVE OR PASSIVE), NEGLIGENT MISREPRESENTATION, STRICT LIABILITY, PRODUCTS LIABILITY, STATUTE, EQUITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT SHOWRUNNER WAS ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THE LOSS. THE PARTIES INTEND THAT THIS SECTION RELEASE AND LIMIT SHOWRUNNER'S LIABILITY FOR ITS OWN NEGLIGENCE (WHETHER ACTIVE OR PASSIVE), AND THIS INTENT IS STATED EXPRESSLY AND CONSPICUOUSLY SO THAT NO PARTY CAN CLAIM SURPRISE. THIS SECTION DOES NOT LIMIT LIABILITY FOR GROSS NEGLIGENCE, WILFUL MISCONDUCT, INTENTIONAL MISREPRESENTATION, OR ANY OTHER LIABILITY THAT APPLICABLE LAW DOES NOT PERMIT TO BE LIMITED.

No indirect or consequential damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR ANY OF ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS, WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, BUSINESS, GOODWILL, REPUTATION, ANTICIPATED SAVINGS, BUSINESS OPPORTUNITY, SEMINAR REGISTRATIONS OR ATTENDANCE, APPOINTMENTS, PATIENTS, LEADS, OR FOR LOSS, CORRUPTION OR UNAVAILABILITY OF DATA, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE.

Cap on total liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOWRUNNER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE SERVICE, FOR ALL CLAIMS COMBINED, WILL NOT EXCEED THE GREATER OF (A) FIVE HUNDRED UNITED STATES DOLLARS ($500) OR (B) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO SHOWRUNNER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS DO NOT ENLARGE THIS CAP. THE EXISTENCE OF MORE THAN ONE CLAIM, OR OF CLAIMS BY MORE THAN ONE OF YOUR AFFILIATES, AUTHORIZED USERS OR CLIENT ACCOUNTS, DOES NOT CREATE MORE THAN ONE CAP.

What is excluded from the cap

THE CAP IN THE PRECEDING PARAGRAPH AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES DO NOT APPLY TO, AND CUSTOMER'S LIABILITY IS UNLIMITED FOR:

1. CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 17.
2. CUSTOMER'S BREACH OF SECTION 6 (RESPONSIBILITIES AND WARRANTIES), SECTION 7 (MESSAGING COMPLIANCE), THE ACCEPTABLE USE POLICY OR THE MESSAGING TERMS.
3. CUSTOMER'S BREACH OF SECTION 8, INCLUDING THE PROHIBITION ON PROTECTED HEALTH INFORMATION AND OTHER PROHIBITED DATA.
4. CUSTOMER'S BREACH OF SECTION 18 (ARTIFICIAL INTELLIGENCE RESTRICTIONS).
5. CUSTOMER'S INFRINGEMENT OR MISAPPROPRIATION OF SHOWRUNNER'S INTELLECTUAL PROPERTY, OR BREACH OF THE LICENCE RESTRICTIONS IN SECTION 3.
6. AMOUNTS CUSTOMER OWES SHOWRUNNER, INCLUDING UNPAID FEES, PASS-THROUGH CHARGES, FINES PASSED THROUGH UNDER SECTION 7, INTEREST AND COLLECTION COSTS.
7. ANY LIABILITY THAT APPLICABLE LAW DOES NOT PERMIT TO BE LIMITED OR EXCLUDED.

THESE EXCLUSIONS EXIST BECAUSE THE UNDERLYING EXPOSURES ARE THEMSELVES UNCAPPED. STATUTORY DAMAGES UNDER THE TELEPHONE CONSUMER PROTECTION ACT ARE $500 PER MESSAGE AND UP TO $1,500 PER MESSAGE FOR A WILFUL OR KNOWING VIOLATION, WITH NO AGGREGATE LIMIT, AND A SINGLE NON-COMPLIANT CAMPAIGN CAN GENERATE THOUSANDS OF VIOLATIONS. CIVIL MONETARY PENALTIES FOR HIPAA VIOLATIONS IN THE HIGHEST TIER CURRENTLY REACH APPROXIMATELY $2.19 MILLION PER VIOLATION CATEGORY PER CALENDAR YEAR. SHOWRUNNER WOULD NOT PROVIDE THE SERVICE AT THE FEES CHARGED IF IT BORE THOSE RISKS.

Failure of essential purpose

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION AND IN SECTION 15 ARE INDEPENDENT OF ANY REMEDY PROVIDED IN THIS AGREEMENT AND APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AS CONTEMPLATED BY MINNESOTA STATUTES SECTION 336.2-719, AND EVEN IF THE EXCLUSIVE REMEDY IS HELD UNENFORCEABLE OR IS OTHERWISE UNAVAILABLE.

One-year limitations period

EXCEPT FOR CLAIMS BY SHOWRUNNER FOR UNPAID FEES OR FOR INFRINGEMENT OF ITS INTELLECTUAL PROPERTY, ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE MUST BE FILED, IN ARBITRATION OR IN COURT AS APPLICABLE, WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES, OR IT IS PERMANENTLY BARRED. THIS PERIOD IS TOLLED WHILE THE SIXTY-DAY INFORMAL RESOLUTION PROCESS IN SECTION 19 IS RUNNING.

Allocation of risk

THE PARTIES ARE SOPHISTICATED BUSINESSES THAT HAVE HAD THE OPPORTUNITY TO OBTAIN COUNSEL. THE LIMITATIONS IN THIS SECTION ARE AN AGREED ALLOCATION OF RISK BETWEEN THEM, ARE REFLECTED IN THE FEES, AND ARE AN ESSENTIAL BASIS OF THE BARGAIN. THEY APPLY EVEN IF THE PARTIES' REMEDIES ARE UNEQUAL, AND THEY SURVIVE TERMINATION OF THIS AGREEMENT.

17.Indemnification

Your indemnity to us

You will defend, indemnify and hold harmless ShowRunner, its Affiliates, and their respective members, managers, officers, employees, contractors, agents and licensors (the “ShowRunner Indemnified Parties”) from and against any third-party claim, demand, action, investigation, audit, subpoena, regulatory proceeding or carrier or registry enforcement action, and all resulting losses, damages, fines, penalties, settlements, judgments, costs and reasonable attorney's fees, arising out of or relating to:

1. Contact Data, including how it was collected, its accuracy, your right to hold it, and its upload to or processing in the Service.
2. The acts or omissions of you, your Authorized Users, your employees, agents, contractors, or the client organizations you administer through Client Accounts, in connection with providing notice and obtaining consents regarding the origination or content of the SMS or MMS messages, email or other communications sent through the Service.
3. Any claim under the Telephone Consumer Protection Act, the Telemarketing Sales Rule, CAN-SPAM, a state telemarketing, mini-TCPA, do-not-call or messaging statute, or a state privacy or consumer health data law, arising from messages sent from your account.
4. Your breach or alleged breach of the Acceptable Use Policy or the Messaging Terms.
5. The presence of protected health information or other prohibited data in your account, your HIPAA status, or a breach of any warranty in Section 8, including any claim by a covered entity, business associate, regulator or individual.
6. Information you provided for A2P 10DLC brand or campaign registration, or for sender or domain verification, and any fine, penalty or surcharge imposed by a carrier, aggregator or registry in connection with your traffic.
7. Your seminars, offers, products, services and treatments, and the content of your marketing, including health, efficacy, safety, outcome, pricing and testimonial claims, and any claim under the FTC Act, the Food, Drug, and Cosmetic Act, a state deceptive trade practices statute, or a professional advertising rule.
8. Your relationship and dealings with Guests, including any claim by a Guest arising from a seminar, a communication, an appointment, a transaction, or your handling of their personal information.
9. Your guest-facing terms and privacy notice, your failure to publish or maintain them, any inconsistency between them and your actual practices, or your alteration or removal of the guest-facing notices and consent mechanisms ShowRunner presents.
10. Claims by your employees, contractors or Authorized Users relating to their engagement with you or their use of the Service.
11. Content you submit, send or publish through the Service that infringes or misappropriates a third party's intellectual property, publicity or privacy rights.
12. Third-party services and integrations you connect to the Service, and data you route to or from them.
13. Your use of any output of the Service, including AI-assisted output, and any use prohibited by Section 18.
14. Taxes you are responsible for under Section 11 and any failure to pay them.
15. Your breach of this agreement, of any representation or warranty in it, or of Applicable Law.

These obligations are not subject to the liability cap in Section 16 and are not limited by the exclusion of consequential damages, except that a ShowRunner Indemnified Party may not recover for its own gross negligence or wilful misconduct.

Our indemnity to you

ShowRunner will defend you against a third-party claim alleging that the Service, as provided by ShowRunner and used by you in accordance with this agreement and the Documentation, infringes a United States patent, copyright or trademark or misappropriates a trade secret, and will pay the damages finally awarded against you by a court of competent jurisdiction, or agreed by us in settlement, for that claim.

If the Service becomes, or in our opinion is likely to become, the subject of such a claim, we may at our option and expense: procure the right for you to continue using it; modify or replace it so that it is non-infringing while materially equivalent; or, if neither is commercially reasonable, terminate the affected subscription on notice and refund the prorated portion of prepaid Fees for the terminated period.

We have no obligation for a claim to the extent it arises from: Customer Data or any content you supply; your marks; modification of the Service by anyone other than us; combination or use of the Service with any product, data, hardware, software or process not supplied by us, where the claim would have been avoided without the combination; use of the Service in breach of this agreement or contrary to the Documentation; beta features, trials or any use for which you pay no fee; third-party services; your continued use after we notify you to stop or after we make a non-infringing version available; or your compliance with your own specifications or designs.

This paragraph states ShowRunner's entire liability, and your sole and exclusive remedy, for any claim of intellectual property infringement. ShowRunner's obligations under it are subject to the cap in Section 16.

Procedure

1. The party seeking indemnification will give the indemnifying party prompt written notice of the claim. A delay in notice reduces the indemnifying party's obligations only to the extent it is prejudiced by the delay.
2. The indemnifying party has sole control of the defence and settlement, using counsel of its choice, subject to the following item.
3. The indemnifying party will not enter into a settlement that admits fault by the indemnified party, imposes a non-monetary obligation on it, or fails to release it fully, without the indemnified party's prior written consent, which will not be unreasonably withheld.
4. The indemnified party will provide reasonable cooperation at the indemnifying party's expense, and may participate in the defence with its own counsel at its own expense.
5. If you fail to assume the defence of a claim you are obliged to indemnify within a reasonable period after notice, ShowRunner may defend it and you will reimburse all costs, including attorney's fees, on demand.

18.Artificial intelligence: permitted and prohibited uses

The AI features

The Service includes features that use artificial intelligence and machine learning, including the in-product help assistant, business-card scanning where enabled, and drafting or summarization assistance. Content you submit to those features is processed by the AI provider identified in the Subprocessor List, under terms that prohibit training on your content.

Outputs

AI outputs are generated by statistical models. They may be inaccurate, incomplete, out of date, internally inconsistent, or similar to output generated for another customer. You are responsible for reviewing, verifying and approving any output before you rely on it, send it to a Guest, or use it in a business decision. AI output is not legal, regulatory, medical, clinical or tax advice, and it does not evaluate whether a message you plan to send is lawful. As between the parties, and subject to ShowRunner's rights in the Service, you may use outputs generated from your inputs for your internal business purposes.

Prohibited high-risk uses

You will not use the Service, or any output of the Service including any AI-assisted output, as a substantial factor in making, or as a substantial basis for informing, any decision that produces a legal or similarly significant effect concerning an individual, including decisions about:

1. Employment, including recruitment, hiring, referral, promotion, demotion, discipline, termination, compensation, scheduling or the terms of any engagement.
2. Credit or lending, including eligibility, terms, pricing or collection.
3. Housing, including rental or sale eligibility, terms or advertising targeting.
4. Insurance, including eligibility, underwriting, pricing, coverage or claims.
5. Healthcare or medical treatment, including diagnosis, triage, eligibility for a treatment or procedure, or clinical decision support.
6. Education, including admission, placement, assessment or discipline.
7. Government benefits or public services, including eligibility or level of benefit.

You also will not use the Service or its outputs to infer an individual's health condition, diagnosis, disability, treatment history or reproductive or gender-affirming care status; to generate content that would violate the Acceptable Use Policy or Section 7; to profile individuals by race, ethnicity, religion, national origin, sexual orientation, immigration status or union membership; to develop, train, evaluate or benchmark a competing model or service; or to submit prohibited data under Section 8 to an AI feature.

Human accountability

ShowRunner does not make automated decisions producing legal or similarly significant effects about Guests, and the Service is not designed or offered for that purpose. If you nonetheless use the Service in a way that triggers an obligation under an automated decision-making, algorithmic accountability or artificial intelligence law, you are solely responsible for every resulting duty — impact assessments, notices, opt-outs, appeals, human review, bias testing and record-keeping — and you indemnify ShowRunner for that use under Section 17. A breach of this Section is a material breach and is excluded from the liability cap in Section 16.

19.Dispute resolution, arbitration and class action waiver

This Section governs every dispute, claim or controversy between you and ShowRunner arising out of or relating to this agreement, the Service, the Messaging Services, marketing or advertising for the Service, or the relationship between the parties, whether based on contract, tort, statute, fraud, misrepresentation or any other theory, and whether it arose before, during or after the termination of this agreement (each, a “Dispute”). It is governed by the Federal Arbitration Act.

Step one: informal resolution, and tolling

Before starting an arbitration or a lawsuit, the party with the Dispute must send a written notice of dispute to the other. Your notice goes to legal@showrunnercrm.com; ours goes to your account administrator email. The notice must state the sender's name and account, describe the nature and basis of the claim in reasonable detail, state the specific relief sought, and be signed by the claimant personally or by an officer of the claimant.

1. For sixty (60) days after the notice is sent, the parties will negotiate in good faith to resolve the Dispute, including at least one telephone or video conference between people with authority to settle, if either party requests it.
2. Neither party may file an arbitration demand or a lawsuit on the Dispute until that 60-day period has expired. Completion of this process is a condition precedent to filing.
3. Any applicable limitations period, including the one-year period in Section 16, is tolled from the date the notice is sent until the end of the 60-day period. No party loses a claim by complying with this process.
4. Either party may seek to enjoin a filing made before the period expires, and an arbitrator or court may award the fees incurred in doing so.

Step two: binding individual arbitration

If the Dispute is not resolved, it will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, as modified by this Section. There will be one arbitrator. The seat and, unless the parties agree otherwise or the arbitrator orders remote proceedings, the location of any hearing is Minneapolis, Minnesota. The arbitration will be conducted in English. The arbitrator may award any relief available in an individual action in court, subject to the limitations in Sections 15 and 16, and may not award relief that is inconsistent with this agreement.

Delegation of arbitrability to the arbitrator

The parties expressly agree, and clearly and unmistakably delegate, that the arbitrator — and not any court — has exclusive authority to resolve all threshold questions, including the interpretation, applicability, scope, formation, existence, validity, enforceability, revocability and unconscionability of this arbitration agreement or any part of it, and whether a particular Dispute is subject to arbitration. This delegation is made with express reference to, and in order to displace the default rule in, Minnesota Statutes section 572B.06(b). The only exception is the enforceability of the class action waiver in the next paragraph, which is reserved to a court.

Class action waiver

Each party may bring claims against the other only in that party's individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, coordinated, mass or representative proceeding. The arbitrator may not consolidate or join the claims of more than one party, may not preside over any form of representative or class proceeding, and may award relief only in favour of the individual party seeking relief and only to the extent necessary to provide relief on that party's own claim. The parties may agree in a signed writing to consolidate specific arbitrations, but neither is obliged to.

Severability within this Section

If a court of competent jurisdiction holds the class action waiver unenforceable as to a particular claim or a particular request for relief, then that claim or that request for relief, and only that claim or request, will be severed from the arbitration and may proceed in the courts identified in Section 20; the remaining claims will be arbitrated, and the arbitration will proceed first, with the severed claim stayed pending the award to the extent a stay is available. If any other provision of this Section is held unenforceable, it will be severed and the rest of this Section will remain in full force. No provision of this Section, and no holding of unenforceability as to any part of it, voids the agreement to arbitrate as a whole. There is no provision in this agreement under which the invalidity of the class action waiver nullifies the arbitration agreement.

Mass and coordinated arbitrations

If twenty-five (25) or more demands for arbitration raising substantially similar claims are filed against ShowRunner by or with the assistance, coordination or common representation of the same counsel or coordinated counsel, the parties agree that the demands will be administered under the AAA Mass Arbitration Supplementary Rules and processed in staged batches as follows:

1. The demands will be grouped into batches of no more than fifty (50) claimants each, ordered as the parties agree or, absent agreement, as the AAA or a process arbitrator directs.
2. Each batch proceeds as a single consolidated arbitration for administrative and fee purposes, with one arbitrator per batch, and the arbitrator issues an award resolving each claimant's claim individually.
3. The parties will participate in a global mediation after the first batch, and may do so after any later batch.
4. All applicable limitations periods, including the one-year period in Section 16, are tolled for every claimant whose demand has been filed but not yet assigned to a batch, from the date the demand is filed until that claimant's batch is commenced.
5. A process arbitrator appointed under the AAA rules may resolve disputes about batching, sequencing, fees and administration, and either party may ask the AAA to appoint one.
6. Neither party will be deemed to be in default, and no claim will be forfeited, because of a delay caused by this batching process.

This paragraph is procedural. It does not create a class or representative proceeding, does not waive the class action waiver, and does not entitle any claimant to relief on another claimant's claim.

Claims excluded from arbitration

The following may be brought outside arbitration: (a) an individual claim in a small claims court with jurisdiction, so long as it stays individual and in that court; (b) an action for temporary, preliminary or permanent injunctive or other equitable relief to stop infringement or misuse of intellectual property, misuse of Confidential Information, or a violation of Section 7, Section 8 or Section 18; and (c) ShowRunner's action to collect unpaid Fees, pass-through charges or fines. Seeking relief under (b) does not waive the right to arbitrate any other Dispute.

Arbitration fees and costs

Filing, administration and arbitrator fees are governed by the AAA rules and, where applicable, its fee schedule for mass filings. Each party bears its own attorney's fees and costs, unless a statute or this agreement gives the prevailing party a right to recover them, in which case the arbitrator may award them. The arbitrator may award fees and costs against a party that brings a claim or a defence that is frivolous or brought for an improper purpose, applying the standard of Rule 11 of the Federal Rules of Civil Procedure.

Confidentiality, award and judgment

The arbitration, the evidence exchanged in it and the award are confidential, except as needed to enforce or challenge the award, to comply with law, or to inform insurers and advisors. The award is final and binding, applies only to the parties and claims before the arbitrator, and has no preclusive or precedential effect in any other proceeding. Judgment on the award may be entered by any court of competent jurisdiction.

Jury trial waiver

To the extent any Dispute proceeds in court rather than in arbitration — including a Dispute excluded from arbitration, a Dispute severed under this Section, and every Dispute if you opt out of arbitration — each party knowingly, voluntarily and irrevocably waives any right to a trial by jury. This waiver is a separate agreement, is independent of the agreement to arbitrate, and survives even if the arbitration agreement is held unenforceable in whole or in part.

Changes to this Section

If we change this Section after you accept it, the change does not apply to any Dispute for which a notice of dispute was already sent before the change took effect. You may reject a change to this Section by written notice to legal@showrunnercrm.com within 30 days of the notice of change, in which case the version in effect immediately before the change continues to govern between us.

Guests are not bound by this Section

This Section is an agreement between ShowRunner and Customer only. It does not bind Guests, does not require a Guest to arbitrate anything, and creates no rights for Guests. Your obligations regarding guest-facing terms, consent mechanisms and third-party beneficiary status are in Section 6, and your indemnity for Guest claims is in Section 17.

20.Governing law and venue

This agreement, and any Dispute arising out of or relating to it or to the Service, is governed by the laws of the State of Minnesota, excluding its conflict-of-laws rules and excluding any rule that would apply the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. The Federal Arbitration Act governs the interpretation and enforcement of Section 19.

For any Dispute that is not subject to arbitration — because it is excluded under Section 19, because it has been severed, because you opted out, or because a court holds the arbitration agreement unenforceable — the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Hennepin County, Minnesota. Each party waives any objection to personal jurisdiction in those courts and any defence of inconvenient forum. Nothing in this Section prevents either party from seeking injunctive relief to protect its intellectual property or Confidential Information in any court of competent jurisdiction, or from enforcing a judgment or arbitral award anywhere.

In any action or arbitration to enforce this agreement, the prevailing party is entitled to recover its reasonable attorney's fees and costs to the extent permitted by law.

21.Changes to these terms

We may change these Terms and the documents incorporated into them. When we do, we will update the version number and the last-updated date at the top of this page and post the revised version at www.showrunnercrm.com/terms.

1. Material changes — changes that materially reduce your rights or materially increase your obligations — take effect 30 days after we notify you, by email to your account administrator, by in-product notice, or both.
2. Changes that are not material, including clarifications, corrections, formatting and new descriptions of existing behaviour, take effect when posted.
3. Changes required by law, by a regulator, by a court, by a carrier or registry, or by an upstream provider, and changes needed to address a security or abuse risk, may take effect immediately, and we will notify you as soon as practical.
4. Pass-through charges and Fee changes are governed by Section 11, not by this Section.
5. Changes to Section 19 are governed by that Section.

If you continue to use the Service after a change takes effect, you accept the revised Terms. If you do not accept a material change, your exclusive remedy is to stop using the Service and terminate before the change takes effect, in which case we will refund the prorated portion of prepaid Fees for the period after termination. Amendments to your rights are prospective only; the version of the Terms in effect when a claim arose governs that claim.

We keep prior versions and will provide a copy of the version in effect on any given date on request to legal@showrunnercrm.com.

22.General provisions

Entire agreement and no reliance

This agreement, including the documents incorporated in Section 1 and each Order, is the entire agreement between the parties about its subject matter, and supersedes all prior and contemporaneous proposals, demonstrations, quotes, statements, understandings and agreements, whether oral or written. Each party represents that in entering into this agreement it has not relied on, and will have no remedy for, any representation, warranty, promise, forecast, projection, roadmap statement or other assurance that is not expressly set out in this agreement or in the Documentation. No statement by a salesperson, support agent, marketing page, demonstration or third party is a warranty or a term of this agreement. This disclaimer of reliance is a material inducement to each party's entry into this agreement, and it does not limit liability for fraudulent misrepresentation.

Assignment

You may not assign or transfer this agreement, in whole or in part, by operation of law or otherwise, without our prior written consent, except that you may assign it in its entirety, on written notice to us, to a successor in a merger, acquisition or sale of substantially all of your assets, provided the successor is not a competitor of ShowRunner and you are not then in breach. We may assign this agreement freely, including to an Affiliate or in connection with a merger, acquisition, reorganization or sale of assets. Any attempted assignment in violation of this Section is void. This agreement binds and benefits the parties' permitted successors and assigns.

Notices

Notices to you may be given by email to your account administrator address, by in-product notice, or by posting where this agreement permits, and are effective when sent or posted. Notices to us must be sent to legal@showrunnercrm.com and are effective on receipt. Where a law requires a notice in physical form, it may also be sent to ShowRunner LLC at the address shown on our most recent invoice or in our Minnesota registered agent record, with a copy by email. Each party is responsible for keeping its notice address current.

Force majeure

Neither party is liable for a delay or failure to perform, other than a payment obligation, caused by an event beyond its reasonable control, including natural disaster, fire, flood, severe weather, epidemic or pandemic, war, terrorism, civil unrest, labour action, government action or order, failure of the public internet or of telecommunications networks, denial-of-service or other cyberattack, power failure, and the failure, suspension, throttling or termination of service by a hosting provider, messaging carrier, aggregator, registry or other upstream vendor. The affected party will use reasonable efforts to mitigate and will resume performance as soon as practical.

Relationship of the parties

The parties are independent contractors. This agreement creates no partnership, joint venture, franchise, employment, agency or fiduciary relationship, and neither party may bind the other or hold itself out as having authority to do so.

Third-party beneficiaries

There are no third-party beneficiaries of this agreement, except that the ShowRunner Indemnified Parties may enforce Section 17, Apple may enforce the mobile application paragraph in Section 3, and ShowRunner may enforce the third-party beneficiary provisions of your guest-facing terms as required by Section 6.

Severability, waiver and remedies

If any provision of this agreement is held invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent, or if it cannot be modified, severed; the remaining provisions stay in full force. No failure or delay in exercising a right waives it, and no waiver is effective unless in writing and signed by the waiving party. A waiver on one occasion is not a waiver on any other. Except where this agreement says a remedy is exclusive, all remedies are cumulative.

Equitable relief

A breach of Section 3, Section 7, Section 8, Section 13, Section 14 or Section 18 may cause ShowRunner irreparable harm for which monetary damages are inadequate. ShowRunner may seek injunctive and other equitable relief for such a breach in any court of competent jurisdiction, without the need to post a bond or prove actual damages, in addition to all other remedies.

Interpretation

This agreement is the product of negotiation between commercially sophisticated parties and will not be construed against either party as its drafter. Headings and the plain-English summary are for convenience only and do not affect interpretation. If any term of this agreement conflicts with a defined term in Section 2, the definition controls.

Electronic signatures and records

You consent to transact electronically. Clicking to accept, signing electronically, and exchanging documents by email each create a valid and binding record with the same effect as a handwritten signature on paper, under the E-SIGN Act and the Minnesota Uniform Electronic Transactions Act. This agreement may be executed in counterparts.

United States government users

The Service is “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202. Government users acquire only the rights granted to all other users under this agreement.

Language

This agreement is drafted in English. Any translation is provided for convenience only, and the English version controls in the event of any inconsistency.

23.How to contact us

ShowRunner LLC is a Minnesota limited liability company operating the Service at www.showrunnercrm.com. Use the address that matches your reason for writing — legal notices sent to a support address may not be treated as effective notice under Section 22.

All of our policies are listed at the legal centre, including the Acceptable Use Policy, the Messaging Terms, the Data Processing Addendum, the Subprocessor List, the Privacy Policy, the Guest Privacy Notice and the Consumer Health Data Notice.