DRAFT — NOT LEGAL ADVICE. This is a starting draft prepared for review by a licensed attorney before publication or use. Bracketed items marked [CONFIRM] need decisions or verification. Do not publish as-is.
Last updated: [DATE] Effective: [DATE]
1. Who we are and what this covers
ShowDay ("ShowDay," "we," "us") is software operated by [LEGAL ENTITY NAME, e.g. ShowDay LLC, an Oklahoma limited liability company] that helps event promoters design venue floor plans, list shows, and sell vendor tables, and helps vendors reserve those tables.
These Terms are a binding agreement between you and ShowDay. By creating an account, booking a table, or otherwise using the platform, you agree to them. If you are agreeing on behalf of a business, you represent that you have authority to bind it.
2. Definitions
- Promoter — a person or business that uses ShowDay to create a venue, design a floor plan, publish a show, and sell tables.
- Vendor — a person or business that reserves one or more tables at a Promoter's show through ShowDay.
- Show — an event listed by a Promoter on the platform.
- Platform — the ShowDay website, applications, and services.
3. ShowDay is a tool, not the event organizer
This is important. ShowDay provides software. We do not organize, host, run, staff, insure, or supervise any Show. We are not a party to the agreement between a Promoter and a Vendor.
The Promoter is solely responsible for their Show, including its occurrence, cancellation, rescheduling, venue, safety, staffing, permits, licenses, insurance, tax obligations, and compliance with all applicable laws and venue rules. Disputes about a Show, a table, admission, conduct, or a refund are between the Promoter and the Vendor.
4. Floor plans and layout tools are planning aids only
ShowDay's layout designer, Smart Layout, aisle checks, clear zones, and related features are planning aids. They are not a substitute for professional judgment or regulatory approval.
You are solely responsible for confirming that any layout complies with applicable fire, building, occupancy, egress, accessibility, and life-safety requirements for your venue and jurisdiction, including approval by your venue's fire marshal or other authority having jurisdiction. Measurements, scale calibration, capacity figures, and clearance indications are estimates and may be inaccurate.
5. Accounts
You must provide accurate information, keep your credentials secure, and are responsible for all activity under your account. You must be at least 18 years old and legally able to enter contracts. Notify us promptly at [SUPPORT EMAIL] of any unauthorized use.
Promoter accounts may include additional members. The account owner is responsible for the actions of everyone they grant access to.
6. Payments, fees, and the hold model
Processing. Payments are processed by Stripe. Your use of payment features is also subject to Stripe's terms. ShowDay does not store full payment card numbers.
Authorize-and-hold. When a Vendor books, ShowDay authorizes the Vendor's payment method for the amount shown without charging it. The Promoter reviews the booking. If the Promoter approves, the authorization is captured and the Vendor is charged. If the Promoter declines, or the hold expires without a decision, the authorization is released. Release timing back to the Vendor's bank is controlled by the card issuer and is not something ShowDay can accelerate.
ShowDay fee. ShowDay charges a per-table booking fee of [CONFIRM: e.g. $1.00 plus 2% per table, capped at $8.00 per table]. Depending on the Promoter's setting, this fee is either added to the Vendor's total or absorbed by the Promoter. [CONFIRM once the fee-payer toggle ships.] Fees are disclosed before checkout.
Payouts. [CONFIRM STRUCTURE — recommended: Stripe Connect, with each Promoter as the connected account receiving funds directly and ShowDay taking an application fee. Confirm with counsel that the chosen structure does not constitute money transmission by ShowDay.]
Taxes. Promoters are responsible for determining, collecting, and remitting any sales, use, or other taxes arising from table sales.
Refunds, cancellations, and chargebacks. Refund and cancellation policies are set by the Promoter and are between the Promoter and the Vendor. [CONFIRM: allocation of chargeback liability between ShowDay and the Promoter — this should be explicit.]
7. Promoter obligations
Promoters agree to:
- List Shows accurately, including dates, location, pricing, and what a table includes
- Honor confirmed bookings, or promptly refund Vendors when they cannot
- Hold all permits, licenses, and insurance required for the Show
- Comply with venue rules and applicable law, including safety and accessibility
- Handle Vendor personal information responsibly and only for running the Show
- Not use ShowDay to sell tables for events they lack authority to run
8. Vendor obligations
Vendors agree to provide accurate information, honor their bookings, comply with Promoter and venue rules, and not sell unlawful, counterfeit, or prohibited items.
9. Acceptable use
You may not: break the law; infringe others' rights; upload malicious code; probe, scrape, overload, or attempt to bypass security or access controls; access data belonging to another organization; misrepresent your identity or authority; resell or white-label the Platform without written permission; or use the Platform to harass or defraud anyone.
10. Content and intellectual property
Yours. You retain ownership of content you upload — floor plan images, venue data, layouts, show details, logos. You grant ShowDay a non-exclusive, worldwide, royalty-free license to host, store, reproduce, and display that content solely to operate and improve the Platform and to display Shows to Vendors and attendees as you direct.
Ours. ShowDay owns the Platform, including its software, algorithms, design, interfaces, and trademarks. These Terms grant you a limited, revocable, non-transferable license to use the Platform. You may not copy, reverse engineer, or create derivative works from it.
Feedback. If you send us suggestions, we may use them without obligation to you.
11. Service availability and changes
We may modify, suspend, or discontinue features at any time. We aim for reliable service but do not guarantee uninterrupted or error-free operation. [CONFIRM whether any uptime commitment is offered on paid tiers.]
12. Beta and early-access features
Some features may be labeled beta, preview, or early access. These are provided as-is, may change or be removed, and should not be relied on for critical operations.
13. Disclaimers
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT LAYOUTS, CAPACITY ESTIMATES, OR MEASUREMENTS ARE ACCURATE OR COMPLIANT WITH ANY LAW OR CODE.
14. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHOWDAY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL.
OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF [CONFIRM: e.g. the total fees you paid ShowDay in the three months before the claim, or $100].
Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.
15. Indemnification
You will indemnify and hold harmless ShowDay and its officers, members, and employees from claims, damages, losses, and reasonable legal fees arising from your use of the Platform, your Show or booking, your content, your violation of these Terms, or your violation of any law or third-party right.
16. Termination
You may stop using the Platform at any time. We may suspend or terminate access if you violate these Terms, create risk or legal exposure, or if we discontinue the service.
[CONFIRM: what happens to in-flight bookings, held authorizations, and Promoter data on termination — this should be spelled out, including a data export window.]
17. Governing law and disputes
These Terms are governed by the laws of the State of Oklahoma, without regard to its conflict of laws rules. [CONFIRM venue: e.g. state and federal courts located in Oklahoma County, Oklahoma.]
[CONFIRM: whether to include an arbitration clause and class-action waiver. This is a meaningful decision with real tradeoffs — discuss with counsel.]
18. Changes to these Terms
We may update these Terms. If changes are material, we will provide reasonable notice (for example, by email or an in-app notice). Continued use after the effective date means you accept the updated Terms.
19. General
These Terms are the entire agreement between you and ShowDay regarding the Platform. If a provision is unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
20. Contact
[LEGAL ENTITY NAME] [MAILING ADDRESS] [SUPPORT EMAIL]
Open items for counsel
1. Confirm the payments structure (Stripe Connect vs. alternatives) and whether it avoids money-transmitter licensing obligations in the states where Promoters operate. 2. Decide chargeback and refund liability allocation between ShowDay and Promoters. 3. Decide on arbitration clause and class-action waiver. 4. Confirm liability cap amount and whether it is commercially reasonable. 5. Confirm entity name, state of formation, and registered address. 6. Review the floor-plan/life-safety disclaimer (Section 4) for adequacy — this is the highest-risk area of the product. 7. Consider whether a separate Promoter Agreement (with different terms than consumer-facing Vendors) is warranted. 8. Confirm age threshold and whether attendee ticketing (planned) changes the analysis.