Terms of Use

Last Updated: 01/01/2025

1. About Show Support

1.1 Show Support Inc. (“Show Support”) is a recruiter and provider of independent contractors (“Contractors”) specializing in event support and event management services.

1.2 Show Support also provides recruitment and staffing services for temporary event personnel.

1.3 Further, Show Support is a provider of recruitment services.

2. Application of These Terms of Use

2.1 These Terms of Use (“Terms”) govern your access to and use of the services provided by Show Support USA, Inc. (“Show Support,” “we,” “our,” or “us”). By booking, accessing, or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you may not use our Services.

3.1 Interpretations & Definitions

The following definitions apply throughout these Terms:

Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with a party. “Control” means the ownership of at least fifty percent (50%) of the voting securities or other equivalent ownership interest.
Account: A unique user profile created to access and use Show Support’s Services.
Company / We / Us / Our: Refers to Show Support USA, Inc.
Country: The United States of America.
Content: Any text, images, video, audio, or other materials that you post, upload, submit, or otherwise provide through the Services.
Device: Any equipment or hardware used to access the Services, including but not limited to computers, smartphones, and tablets.
Feedback: Any suggestions, recommendations, comments, or ideas you provide relating to Show Support’s Services.
Service / Services: The event staffing, booking, workforce management, and related services provided by Show Support, including access through the Website.
Terms: These Terms of Use, which form the entire legally binding agreement between you and Show Support regarding the use of the Services.
Third-Party Social Media Service: Any service, website, or content provided by a third party that may be integrated with or accessible through the Services.
Website: The official Show Support website located at https://showsupport.us.
You / Your: The individual or entity accessing, using, or contracting for the Services.

3.2 Additional Definitions

Additional definitions may appear in parentheses throughout these Terms, and they will carry the meaning provided in context.

4. Bookings

4.1 To receive Services from Show Support, you must submit a Booking through Show Support’s designated online booking system at https://showsupport.us. Show Support may, at its sole discretion, accept Bookings submitted by other means.

4.2 Each Booking constitutes your offer to purchase the specified Services for the stated event.
4.3 A binding agreement is formed upon Show Support’s confirmation of your Booking and, where applicable, receipt of any required advance payment. By proceeding with the Booking, you acknowledge and agree to be bound by these Terms of Use, as well as the Booking details, any quotations or cost estimates, and related correspondence, which together form the agreement between the parties.
4.4 Bookings are not binding on Show Support until accepted in writing (including via email) and any required advance payment is received. Show Support will notify you of acceptance and issue an invoice for advance payment where applicable.
4.5 You may not assign or transfer your rights or obligations under any Booking Contract without Show Support’s prior written consent.
4.6 Amendments, Alterations, and Cancellations
All requests to amend, alter, or cancel a Booking Contract must be submitted in writing via email to crewops@showsupport.us. Amendments, alterations, or cancellations made by any other method or by any Contractor are invalid unless expressly approved in writing by Show Support’s Managing Director or an authorized representative.
4.7 Approval of Changes
Any changes to a Booking Contract agreed upon between You and Show Support must be mutually agreed in writing by You and Show Support’s Managing Director (or an authorized delegate). Verbal agreements or agreements with Contractors are not binding.
4.8 Minimum Engagement Periods
Each Booking for Contractors to perform Services on-site must specify a minimum engagement of 5 hours for Stagehands. For Bookings involving four or more Contractors, a Crew Lead must be engaged for the duration of the event.
4.9 Rigging Services and Insurance Requirements
If your Booking includes Show Support Inc. rigging Services, you must:

(a) Specify a minimum engagement period of 5 hours.
(b) Participate in a consultation with Show Support as requested.
(c) Provide a current certificate of insurance evidencing coverage for all loss, damage, injury, or death related to rigging work, naming Show Support Inc. as an additional insured party. Show Support reserves the right to refuse rigging Services if these requirements are not met.

4.10 Prohibition on Rigging Installation by Contractors
Show Support Inc. Contractors are not authorized to install rigging points or perform similar installation services. Such work must be performed by another qualified provider. Any request for Contractors to perform prohibited installation must be refused by the Contractor, and Show Support may terminate the Booking Contract at its discretion. Performance of prohibited work by Contractors at your request constitutes a material breach of these Terms and may lead to contract termination.

4.11 Contractor Suitability and Risk Acknowledgment
You warrant that you have assessed the suitability of Contractors for your Booking and accept all risks associated with their engagement to the maximum extent permitted by law.

4.12 Responsibility for Safety and Engineering
You bear sole responsibility for the engineering, safety, stability, and suitability of the Services performed by Contractors, including any advice, plans, or procedures provided by Contractors. You are liable for any claims related to the work performed.

4.13 Release of Liability
You hereby release and hold harmless Show Support from all claims, demands, or proceedings related to any services provided by Contractors.

4.14 Suspension or Termination for Safety Concerns
If Contractors or Temporary Staff refuse to perform Services due to safety concerns at the Site, Show Support may suspend or terminate the Booking Contract. You agree to pay all Fees for Services rendered up to the event’s scheduled conclusion.

4.15 Show Support’s Right to Refuse or Terminate Bookings

Show Support may refuse to supply or suspend or terminate any Booking Contract if:

The weight to be rigged exceeds Contractor estimates for load capacity.
Adequate engineering drawings with load-bearing details are not provided.
Any rigging equipment provided by You is deemed unsafe or unfit for purpose.
You breach Section 4.10 regarding prohibited installation work.
Contractors are not provided with a permanent grounded power supply during Services.
Sufficient plans specifying point locations and load details are not supplied.

4.16 Late Booking Premium
Late Bookings are defined as those made within 48 hours of Service commencement during Peak Periods (generally September–December and February–March, and other times of high crew demand).

Late Booking premiums apply as follows:

Within 6 hours: +20% of final invoice
Within 12 hours: +15% of final invoice
Within 24 hours: +10% of final invoice
Within 48 hours: +5% of final invoice

You will be notified if a Late Booking premium applies at the time of booking. Premier clients may be eligible for waivers—contact Show Support for details.

4.17 “B” Location Premium
“B” Locations are defined as those that are:

More than 15 km from the CBD; and/or
Not accessible via public transport; and/or
Otherwisese difficult to access.

A location premium will be added to the final invoice total for Bookings at “B” Locations, as follows:

Peak Period Bookings: Additional 20%
All Other Times: Additional 10%

You will be informed at the time of booking if the premium applies, and it will be reflected in your invoice. Premier clients may be eligible for a waiver. Contact Show Support to check your status or learn how to become a Premier client.

5. Price and payment

5.1 Fees must be paid in accordance with the Payment Terms, without setoff, counterclaim, or deduction.

5.2 Fees are time-and-materials based, at Show Support’s published rates. Fixed-price engagements are not available.

5.3 Any cost estimates are non-binding and provided as good-faith projections only. Final Fees are based on actual hours worked.

5.4 Cost estimates may contain errors or omissions and are to be used as guides only.

, this Agreement does not include it. The remainder of this Agreement continues in full force.

5.5 An Advance Payment based on the cost estimate is required to confirm a booking. A booking is not confirmed until this payment is received. Failure to pay before the event allows Show Support to cancel the booking without liability.

5.6 Payment Terms:

Invoices are due within 14 days via EFT. Cheques are not accepted.

Advance Payment for Late Bookings is due immediately via EFT or credit card.
Advance Payment for bookings starting within 7 days must be paid prior to service commencement by EFT or credit card.
Credit card payments incur a 1.92% + $0.33 fee; EFT/Direct Debit incur 1.1% + $0.33.
EFT payments must include the invoice number. Missing references incur a $105 admin fee payable within 7 days.
Late payments and refunds incur a $49 admin fee. For overpayments, a credit note may be offered in lieu of a refund to avoid the fee.
By paying via credit card, you authorize Show Support to debit future invoices until written notice is given to change payment method.

5.7 Any invoice disputes (e.g. dates, hours, roles, rates) must be raised within 24 hours. After 2 business days, invoices are final and no amendments will be accepted.

6. Cancellations

6.1 For Stagehands/Loaders:

Cancellations <72 hrs before service start incur 50% of the total Fees.
6.2
Cancellations <48 hrs before service start incur 100% of the total Fees.

Premier clients may have cancellation fees waived or reduced if cancelled with more than 12 hours’ notice. Contact Show Support to verify Premier status.

6.3 For roles other than Stagehands/Loaders (e.g., Technicians, Drivers, Operators), 100% of Fees apply for any cancellation, regardless of notice.

6.4 These charges are agreed estimates of loss, not penalties.

6.5 You must:

Ensure staff finish at the same location they started or provide safe transport.
Notify Show Support if return transport is required after hours. If contractor cannot self-transport, you must cover transport costs.

6.6 You must not:

Treat staff in a hostile, harassing, or demeaning manner.
Yell, belittle, or deny Breaks to staff.

6.7 Temporary Staff must be treated with the same respect as your own employees. If you provide meals or catering to your employees, the same must be provided to Temporary Staff.

6.8 The term “loader” must not be used in a derogatory way.

6.9 In any dispute or incident, staff must be allowed a 10-minute break.

6.10 You must promote a culture of safety at all events.

7. Recruitment Service

7.1 Booking Temporary Staff gives you the opportunity to trial potential recruits under a Booking Contract.

8. Direct Engagement of Staff (Non-Solicitation)

8.1 Recruitment Fee Obligation – If, during the Relevant Period (see clause 8.6), you hire, engage, or contract directly with any Temporary Staff introduced by Show Support (outside a Booking Contract), you must pay the following Recruitment Fees within 7 days:

$10,000 + Tax per full-time staff member;
$5,000 + Tax per part-time or casual staff member.

8.2 You must promptly notify Show Support if you hire or intend to hire any Temporary Staff directly.

8.3 Recruitment Fees exclude Tax. Tax is payable upon receipt of a valid invoice and must be paid together with the Recruitment Fees.

8.4 Late payments will result in service suspension or termination and will accrue compounding interest at 9% per month or the maximum legal rate, whichever is higher, until paid in full.

8.5 You agree to indemnify Show Support for all costs incurred in recovering overdue amounts, including attorney’s fees and third-party collection costs, on a full indemnity basis.

8.6 For purposes of clause 8.1, the “Relevant Period” means:

(a) 12 months following the end of the Contractor’s engagement with Show Support;
(b) or, if clause 9.14(a) is unenforceable, 9 months;
(c) or, if clause 9.14(b) is unenforceable, 6 months.

8.7 You agree to pay the applicable Recruitment Fee if:

(a) you directly approach the Contractor for work;
(b) the Contractor contacts you seeking work;
(c) the Contractor provides you with their résumé at any time (even if prior to their engagement by Show Support);
(d) the Contractor responds to a job advertisement you post; or
(e) the Contractor has previously worked with you personally or at a prior employer.

8.8 In addition to the Recruitment Fee, you agree to engage the Contractor through Show Support for an additional 200 hours. You acknowledge that this represents a genuine pre-estimate of Show Support’s damages. The Recruitment Fee is agreed to be reasonable and not a penalty. The Recruitment Fee is due within 7 days of invoicing. Failure to pay within this period will incur interest as outlined in clause 7.5. If you or your affiliate engages a Contractor directly, you assume all obligations as their employer or principal.

If you wish to directly hire a Contractor, you must:

Provide written notice to Show Support (Hire Notice);
Not inform the Contractor of your intentions;
Engage Show Support to provide the Contractor for an additional 200 hours;
Pay the Recruitment Fee after the 200-hour period, as per clause 7.2.

If these terms are met to Show Support’s satisfaction, direct hire of the Contractor will not constitute a breach of these Terms of Use.

8.9 This clause survives the termination of any Booking Contract and these Terms of Use.

9. Contractors – Health & Safety Obligations

9.1 You must immediately notify Show Support by phone in the event of any accident or injury involving a Contractor.

9.2 Show Support will use reasonable efforts to ensure that Contractors working in a corporate setting wear appropriate attire, including neat long black pants, jeans, or cargo pants during colder months; black shorts in warmer months; black steel-toe safety boots; and a black Show Support short-sleeve cotton polo shirt

9.3 You are responsible for ensuring that each Contractor can safely and reasonably return home after completing Services.

9.4 You must maintain all equipment to be used or transported by Contractors in accordance with manufacturer specifications, and you must not direct any Contractor to perform Services:

(a) beyond their physical capabilities;

(b) contrary to manufacturer instructions or safety guidelines; or

9.5 You must provide appropriate supervision at all times and ensure that Contractors are supplied with all necessary personal protective equipment (“PPE”) during the performance of Services, at no cost to the Contractor. PPE includes, but is not limited to, hard hats, safety vests, gloves, hearing protection, and any other equipment required under applicable occupational health and safety laws, venue rules, or manufacturer guidelines.

9.6 You must ensure all Contractors wear steel-toe safety boots at all times. If a Contractor is not wearing appropriate footwear, you must prevent them from providing Services and immediately notify Show Support.

9.7 You must not permit any Contractor to operate machinery unless they are properly trained, experienced, and qualified. You are responsible for verifying each Contractor’s competency before authorizing such operation.

9.8 You must confirm that each Contractor possesses any required certifications, licenses, or permits before they operate or transport any vehicles or equipment. Do not direct any Contractor to perform such tasks without appropriate documentation.

9.9 If you engage a Driver under a Booking Contract, that Driver is not responsible for loading or unloading vehicles. Separate Contractors or personnel must handle those duties.

9.10 You must not direct or allow a Contractor to operate or transport any vehicle or equipment that is defective, unsafe, or not fit for its intended purpose.

9.11 You must not require Contractors to use or transport equipment or vehicles beyond their rated capacity. You are responsible for planning weight distributions appropriately.

9.12 All complaints regarding Contractors raised by your personnel must be promptly reported to both your senior management and Show Support management. Likewise, any complaints raised by Contractors regarding your personnel will be promptly reviewed by Show Support.

9.13 If a complaint is made involving your personnel, Show Support will conduct a reasonable review of the matter in consultation with you. If Show Support, in its sole discretion, determines that the continued presence of your personnel poses a risk to the safety, wellbeing, or effective performance of Contractors, Show Support reserves the right to require the immediate exclusion of such personnel from the Site.

10. Breaks and Overtime Premiums

10.1 Meal and Rest Breaks
Temporary Staff must be scheduled for a minimum 30-minute unpaid break every four (4) hours of work, unless the shift ends within the fifth (5th) hour.

10.2 Overtime – Over 10 Hours
All work performed beyond ten (10) hours in a single shift (inclusive of breaks) will be charged at 1.5x the applicable hourly rate.

10.3 Overtime – Over 12 Hours
All work performed beyond twelve (12) hours in a single shift will be charged at 2x the applicable hourly rate.

10.4 Rest Break Between Shifts
If a Temporary Staff member is required to return to work without at least a 10-hour rest period following a shift exceeding ten (10) hours, all additional hours worked will be charged at 2x the applicable hourly rate.

10.5 Public Holidays
All bookings on public holidays are subject to a minimum five (5) hour engagement and will be charged at 2x the applicable hourly rate.

10.6 Discretionary Waiver
Show Support reserves the right, at its sole discretion, to waive or adjust overtime or penalty charges.

11. Work Environment & Safety Compliance

11.1 You must comply with all applicable U.S. federal, state, and local workplace safety laws and regulations from the moment a Contractor arrives on Site until their safe return home.

11.2 You must conduct safety assessments (e.g., site inductions, job hazard analyses) before any Contractor arrives and consider ingress, egress, and transportation. Contractors are not responsible for performing such assessments.

11.3 You are fully responsible for each Contractor’s safety from Site arrival through departure and transportation home. You must provide a safe work environment and comply with all applicable federal, state, and local laws, including those addressing workplace safety, discrimination, and harassment.

11.4 Induction, Training, and Protective Equipment
You must ensure that, prior to any Services commencing:

all Contractors receive a site-specific safety induction covering hazards, emergency procedures, and site rules;
appropriate training and supervision are provided to enable Contractors to perform their duties safely; and
all necessary personal protective equipment (“PPE”) is supplied at no cost to Contractors, including but not limited to hard hats, high-visibility vests, gloves, hearing protection, and any other equipment required under applicable law, manufacturer guidelines, or site rules.

You must also enforce safety policies on Site, maintain all plant and equipment in safe working condition, and implement controls to ensure compliance with federal, state, and local workplace safety requirements.

11.5 Where required by law, you must assess each Contractor’s competency to perform the Services prior to Site attendance, or within the first 30 minutes onsite through direct observation. If any Contractor is found incompetent, you must notify Show Support and direct the individual to cease work until Show Support provides written approval. Failure to do so makes you liable for all resulting damages, fines, and losses.

11.6 Safety Documentation and Systems
Before Services commence, you must:
(a) inspect the Site and implement necessary safety measures;
(b) implement a Safety Management System covering policies, training, and incident reporting;
(c) train all Contractors on the Safety Management System;
(d) provide all relevant safety documentation to Show Support at crewops@showsupport.us within two (2) business days of a Booking or upon request;
(e) provide Contractors with all required documentation before Site attendance and ensure they understand safety protocols; and
(f) conduct an on-site induction and training session for Contractors before work begins.

11.7 Without limiting your obligations:

Contractors may complete Show Support’s OSHA forms for each Booking;
Upon request, Show Support will provide the completed forms;
Show Support does not guarantee the adequacy of any OSHA forms or results;
You must independently evaluate any safety information provided by Show Support;
Show Support’s safety systems do not relieve you of legal responsibilities nor create liability for Show Support;
You bear sole responsibility for on-Site Contractor safety.

12. Deliveries

12.1 You may only request a Delivery if the Equipment is fully insured by You against loss or damage for its full replacement value. Each Delivery Booking must include:

(a) the number of Drivers required;
(b) the availability of those Drivers, including specific Delivery Periods (days, hours, and whether they fall within Business Hours);
(c) a complete description of the Equipment, including quantity, value, fragility, sensitivity, dimensions, weight, condition, and any other relevant specifications;
(d) a copy of all applicable insurance policies covering loss and/or damage to the Equipment; and
(e) the delivery points and any preferred routes (Delivery Points), as well as any other information reasonably required by Show Support to assess the Booking.

12.2 Show Support will use commercially reasonable efforts to complete the Delivery as outlined in the Booking.

12.3 Delivery will be deemed complete when Show Support obtains a signed delivery docket or receipt for the Equipment at the Delivery Point from any person present.

12.4 If delivery cannot be completed, Show Support may store the Equipment at Your risk and discretion, and charge reasonable handling, storage, and re-delivery fees. These charges are due per the Payment Terms.

12.5 Show Support may issue written notice requiring You to collect stored Equipment within 2 days or another period specified in the notice. If You fail to do so, Show Support may dispose of or sell the Equipment to recover any outstanding Fees and associated storage or sale costs, without prejudice to any other rights or remedies.

12.6 By requesting a Delivery, You warrant that You are either the owner of the Equipment or have lawful authority to act on behalf of the owner and to authorize Show Support to transport the Equipment.

12.7 You must not request Delivery of Equipment that is or may become hazardous, illegal, explosive, flammable, volatile, or otherwise dangerous.

12.8 Unless You notify Show Support in writing at crewops@showsupport.us before the event:

You are deemed to have confirmed that the SHS OSHA Assessment and its results are sufficient, relevant, and may be relied upon by Show Support and any Contractor for the event; and
You must notify Show Support by email if:

You require Contractors to comply with Your Site-Specific Safety Plan, Job Hazard Analysis (JHA, sometimes referred to as Job Safety Analysis or JSA), or other written safety procedures instead of Show Support’s default safety documentation; and/or
You believe Show Support’s Safety Program or documentation is inadequate or should not be relied upon for the work to be performed.

12.9 Nothing in Section 11.8 limits Your obligations under any other provision of Section 11.

12.10 Show Support may, at its sole discretion, conduct venue inspections, Contractor inductions, or competency checks at any time. You must cooperate fully with such inspections or assessments.

12.11 You must ensure Contractors are not exposed to health and safety risks. This includes maintaining a safe Site, work systems, equipment, and work environment, and exercising all reasonable precautions appropriate to the Services and working conditions.

12.12 You are responsible for providing all necessary information, instruction, training, and supervision to ensure the Services are performed safely.

12.13 You must immediately notify Show Support of any Notifiable Incident or injury sustained by a Contractor either on Site or while providing Services under a Booking.

13. Liability

13.1 The Client acknowledges that all Contractors provided by Show Support Inc. are independent service providers and not employees. Show Support Inc. facilitates their assignment, but the Client retains full supervision and control over Contractors’ work, schedules, and work environment.

13.2 The Client accepts full responsibility for any property damage, financial loss, or non-bodily harm caused by Contractors while under the Client’s direction. The Client agrees to indemnify and hold harmless Show Support Inc., its officers, directors, agents, and affiliates from any claims, losses, or expenses (including reasonable attorneys’ fees) arising from such damage or loss.

13.3 Contractors provided for a Booking remain under the Client’s control while on Site. The Client is solely responsible for all acts, omissions, negligence, or misconduct of Contractors. Show Support disclaims liability for any such conduct.

13.4 The Client is solely responsible for compliance with all safety obligations and any applicable Safety Management System. Show Support Inc. disclaims all responsibility for the implementation or enforcement of such systems and is released from any related liability.

13.5 To the fullest extent permitted by law, neither party shall be liable to the other for any fines, penalties, taxes, punitive or exemplary damages, or any indirect or consequential loss (including loss of revenue, opportunity, or contract), except for reasonable legal fees awarded by a court or insured losses.

13.6 Show Support Inc. is not liable for any failure, non-performance, or misconduct by Contractors. The Client waives all claims against Show Support Inc. related to Contractors’ conduct or performance.

13.7 Show Support Inc. is not responsible for any parking or driving fines or penalties incurred by Contractors during service. Such fines are the Client’s sole responsibility and must be paid promptly.

13.8 Where a party holds insurance for third-party injury or property damage and such insurance does not respond to a liability under a Booking Contract, the total liability of each party shall be limited to $10,000. This limitation does not reduce or affect the Client’s obligation to pay Fees.

13.9 Unless otherwise excluded, the aggregate liability of either party shall be limited to the total Fees paid under the relevant Booking Contract.

13.10 The Client warrants that all Equipment provided for delivery is suitably packaged to withstand standard transport risks. The Client shall indemnify Show Support Inc. for any loss or damage resulting from failure to comply.

13.11 The Client shall reimburse all tolls, travel costs, and related charges incurred by Show Support Inc. during Equipment delivery, payable per the agreed Payment Terms.

13.12 If the Client fails to pay Fees after written demand, Show Support may exercise a lien over any Equipment in its possession and may sell such Equipment without further notice to recover unpaid amounts, including related storage and sale costs.

13.13 Consumer Law Compliance
To the extent permitted by law, all warranties, guarantees, and conditions are excluded. If you qualify as a “consumer” under applicable U.S. consumer protection law, you may have rights and remedies that cannot be excluded. Where permitted, Show Support’s liability is limited, at its sole option, to either:

re-supplying the Services; or
paying the cost of re-supplying the Services.

13.14 Show Support does not guarantee uninterrupted or error-free operation of its SaaS workforce management platform or any integrated third-party services. The Client is solely responsible for ensuring that its Devices, systems, and internet access are suitable for use of the Services. Show Support is not liable for:

any loss, corruption, or inaccuracy of Content uploaded by the Client;
any malfunction, incompatibility, or security issue relating to the Client’s Devices;
any reliance on Feedback provided by the Client; or
any acts, omissions, or failures of third-party services or social media integrations.

14. Confidentiality

14.1 Each party (the “Receiving Party”) must keep strictly confidential all information of a confidential nature disclosed by the other party (the “Disclosing Party”). The Receiving Party may only disclose such information to its employees, agents, representatives, or subcontractors who need to know it for purposes related to these Terms, and must ensure that such persons comply with the same confidentiality obligations. Confidential information may be disclosed if required by law, regulation, or court order.

14.2 Publicity

Neither party may make any public announcement, press release, or public statement — including online posts, social media content, or reviews — regarding these Terms, any Booking, Booking Contract, or Contractor without the prior written consent of the other party.

14.3 This Section 14 shall survive termination of these Terms of Use.

15. General

15.1 Assignment
Neither party may assign or transfer its rights or obligations under these Terms of Use without prior written consent of the other party, which shall not be unreasonably withheld.

15.2 Notices and communications
All notices and communications under these Terms of Use must be in writing and sent to the address or email specified in a Booking or otherwise provided in writing. Notices are deemed received:

when delivered personally;
on the fifth Business Day after mailing via pre-paid post; or
upon confirmation of delivery or response if sent by email.

By entering into these Terms, you consent to receiving operational communications from Show Support, including but not limited to registrations, warnings, shift approvals, and rate confirmations, via email.

15.3 Severability
If any provision is held invalid or unenforceable, the remainder of these Terms of Use will remain in full force and effect.

15.4 Waiver
A waiver of any right under these Terms of Use is only effective if in writing and shall not be considered a waiver of any future rights. Failure to enforce a right does not constitute a waiver.

15.5 Amendment.
These Terms of Use may only be amended in writing signed by both You and Show Support.

15.6 Governing Law and Jurisdiction.
These Terms of Use are governed by the laws of the United States. The parties submit to the exclusive jurisdiction of the state and federal courts located in [Insert applicable U.S. state and county].

15.7 Independent Contractors
The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, employment, or agency relationship between the parties.

15.8 Counterparts
These Terms may be executed in counterparts, including electronically, and together they constitute one binding agreement.

16. Indemnity and Release

16.1 You agree to indemnify and hold harmless Show Support, its officers, agents, employees, and all Contractors from any and all losses, liabilities, damages, costs (including reasonable attorneys’ fees), expenses, or claims arising from:
(a) Your breach of these Terms of Use or any Booking Contract; and/or
(b) any matter for which You have released Show Support under these Terms of Use.

17. Director’s Guarantee

17.1 If You are a corporation, Show Support may withhold performance of services or any of its obligations until it receives a personal guarantee from each of Your directors, in a form acceptable to Show Support.

18. Termination

18.1 Either party may immediately terminate a Booking Contract by written notice if the other party experiences an Insolvency Event.

18.2 A party may terminate a Booking Contract if the other party breaches these Terms of Use or the Booking Contract and:
(a) the breach is not capable of remedy; or
(b) the breach is capable of remedy but remains unremedied for 7 days following written notice.

18.3 Termination does not affect accrued rights or remedies.

18.4 Any provision that expressly or by implication survives termination shall remain in effect.

19. Force Majeure

19.1 Show Support shall not be liable for any failure or delay in performing its obligations under these Terms of Use or any Booking Contract to the extent caused by a Force Majeure Event. Obligations affected by a Force Majeure Event will be suspended for the duration of the event.

19.2 If a Force Majeure Event prevents, hinders, or delays Show Support’s performance of its obligations for more than 20 consecutive Business Days, either party may terminate these Terms of Use by written notice to the other party.

19.3 Termination under this Section does not affect the Client’s obligation to pay for Services already performed, expenses incurred, or Fees accrued up to the effective date of termination.

20. Definitions and Interpretation

20.1 In these Terms of Use, the following definitions apply:

Booking: A request or order by You for Show Support to provide Contractors for Services.
Booking Contract: The agreement formed between You and Show Support when a Booking is confirmed pursuant to Section 4.3.
Business Day: A day other than a Saturday, Sunday, or U.S. public holiday when banks in the relevant state or county are open for business.
Contractor: Any individual engaged by Show Support to perform Services, including but not limited to Crew, Crew Leads, Stagehands, Groundies, Loaders, Audio Technicians, Lighting Operators, Drivers, Forklift Operators, and EWP Operators.
Crew: Contractors designated by Show Support as “Crew.”
Crew Lead: Contractors designated by Show Support as “Crew Lead.”
Driver: Contractors designated by Show Support as “Driver.”
Groundie: A Contractor responsible for clearing space and ensuring safety during operations, including managing barricades and directing crowds.
Fees: Show Support’s charges for Services, as published on its website or as otherwise agreed in writing.
Force Majeure Event: An event beyond a party’s reasonable control that prevents or delays performance, as further addressed in Section 19.
Guarantor: An individual who guarantees the performance of the Client’s obligations under these Terms, including payment of Fees. “Guarantor” includes the named party and their executors, administrators, and assigns.
Insolvency Event: Includes, without limitation, the cessation of payment of debts as they fall due, the appointment of a receiver, liquidator, or administrator, or entering into any compromise or arrangement with creditors.
Services: The event staffing, booking, workforce management, and related services provided by Show Support under these Terms, including any access to or use of Show Support’s third-party SaaS workforce management platform.
Show Support: Show Support Inc., 1207 Delaware Ave #2006, Wilmington, DE 19806, including its officers, agents, and affiliates.
Site: The location designated in the Booking where Services are to be performed.
Terms of Use: These terms and conditions, as amended from time to time pursuant to Section 15.5.
You / Your: The individual or entity engaging or seeking to engage Show Support to provide Services.
Content: Any text, images, video, audio, data, or other materials uploaded, submitted, or otherwise provided by You through the SaaS platform or related Services.
Device: Any equipment or hardware used to access the SaaS platform or Services, including computers, smartphones, and tablets.
Feedback: Any suggestions, recommendations, comments, or ideas You provide regarding Show Support’s Services or the SaaS platform.

20.2 Unless the context requires otherwise, in these Terms:

(a) A reference to a person includes an individual, company, partnership, or other legal entity.
(b) A statute or statutory provision includes any amendment or replacement thereof and includes subordinate legislation.
(c) The terms “including,” “includes,” and similar expressions are illustrative and do not limit the scope of related words.
(d) All monetary references are in U.S. dollars.
(e) No provision shall be construed against a party merely because it was responsible for drafting it.

21. Guarantor Agreement
21.1 If the Client is a company or other incorporated entity, the individual signing or accepting these Terms on its behalf (the “Guarantor”) personally guarantees the Client’s performance of all obligations under these Terms and any Booking Contract, including payment of Fees.

21.2 In consideration of Show Support entering into a Booking Contract, the Guarantor:
(a) guarantees the full and timely payment and performance by the Client of all obligations under these Terms and any Booking Contract; and
(b) unconditionally indemnifies Show Support against any loss, liability, damage, cost, or expense (including attorneys’ fees) arising from any default by the Client.

21.3 The Guarantor acknowledges and agrees that their obligations are continuing, absolute, irrevocable, and unconditional, and are not discharged by:
(a) any variation of these Terms or any Booking Contract;
(b) any payment, concession, extension, or indulgence granted to the Client; or
(c) any delay or failure by Show Support to enforce its rights against the Client.

21.4 Enforcement of this guarantee does not require Show Support to take any prior action against the Client. Any security held by Show Support is supplemental, and the Guarantor shall not claim any benefit from such security.

21.5 The Guarantor warrants that they have full authority to bind the Client and to provide this guarantee. This guarantee is binding on the Guarantor and their executors, administrators, and assigns, and remains in force notwithstanding any external agreement or arrangement.

21.6 The Guarantor shall pay all legal and related costs incurred by Show Support arising from the Guarantor’s default.

21.7 The Guarantor shall be responsible for any applicable duties, fines, or penalties related to this guarantee

21. Taxes

21.1 Unless otherwise stated, all payments are exclusive of taxes.

21.2 Any applicable taxes must be paid in addition to the amounts due, at the same time payment is made.

22. Notices

22.1 Notices must be in writing and are deemed delivered:

if delivered personally, upon receipt;
if mailed:
1. within the U.S., six (6) Business Days after posting;
2. from or to outside the U.S., twenty (20) Business Days after posting;
if sent via email, upon confirmation of delivery or read receipt.

22.2 A party may update its contact information by written notice to the other.

23. Waiver and Variation

23.1 A delay or failure to enforce any right does not constitute a waiver.
23.2 The exercise of a right does not prevent future exercise of the same or other rights.
23.3 Any variation or waiver must be in writing and signed by all parties.

24. Governing Law and Jurisdiction

24.1 This Agreement is governed by the laws of the State of Delaware. Each party submits to the non-exclusive jurisdiction of the state and federal courts located in Delaware.

25. Further Assurance

25.1 Each party agrees to do all things reasonably necessary to carry out the intent of this Agreement.

26. Counterparts

26.1 This Agreement may be executed in counterparts, which together constitute a single agreement.
26.2 Counterparts exchanged via email shall be binding.

27. Entire Agreement

27.1 This Agreement constitutes the complete understanding between the parties.
27.2 It supersedes all prior communications, whether oral or written.

28. No Reliance on Representations

28.1 Each party:
(a) has not relied on any representation not expressly set out in this Agreement; and
(b) has conducted its own investigation of the subject matter.

This clause does not exclude any express warranties contained in this Agreement.

29. Severability

If any provision is held to be invalid or unenforceable, it shall be severed, and the remainder will remain in full force and effect.

30. No Merger

The rights and remedies of the parties under this Agreement are cumulative and do not merge with any prior or subsequent rights or obligations.

31. Consents and Approvals

Where this Agreement requires a party’s consent or approval, such consent may be withheld or conditioned at that party’s discretion. The requesting party must comply with all imposed conditions.