Terms of Use – Show Support USA

Last Updated: 06/10/2026

1. About Show Support

1.1 Show Support Inc. (“Show Support”) is a provider of event support crew, temporary event personnel, workforce management, and event management services.

1.2 Show Support provides staffing, booking, and related support services for temporary event personnel.

1.3 Unless expressly agreed in writing by Show Support, these Terms do not include rigging, rigging
installation, freight, courier, or equipment delivery services.

2. Acceptance and Incorportation of Terms of Use

2.1 These Terms of Use govern every engagement between Show Support and the Client and are incorporated into, and form part of, every agreement, Booking and engagement between Show Support and the Client.

2.2 The Client will be deemed to have read, understood and accepted these Terms of Use if the Client undertakes any one or more of the following actions:

(a) requests, receives or accepts a cost estimate, proposal, Booking Confirmation or any other communication relating to the provision of the Services;

(b) makes, requests, confirms, schedules or proceeds with a Booking;

(d) instructs, authorises or permits Show Support Personnel to attend a location or to commence or perform any Services;

(e) accesses, uses or interacts with the Show Support website or any webpage, portal, account, profile or online service operated by, or on behalf of, Show Support;

(f) accesses, logs into or uses the Show Support account, profile or workspace made available through the CrewCard platform, the CrewCard mobile application or any successor platform, application or system;

(g) accesses, logs into or uses any client portal, software, application, digital platform, online service or system provided or made available by or on behalf of Show Support;

(h) pays, or makes part payment of, any invoice issued by Show Support;

(i) continues to engage Show Support or continues to receive the Services after being provided with, or given access to, these Terms of Use; or

(j) otherwise engages, instructs, deals with or receives Services from Show Support in any manner.

2.3 The Client acknowledges that these Terms of Use are available on the Show Support website and may also be incorporated by reference, presented, displayed or made available through the Show Support website, the Show Support account or profile within the CrewCard platform or CrewCard mobile application, any client portal, cost estimate, proposal, Booking Confirmation, invoice, email or any other communication issued by or on behalf of Show Support.

2.4 Acceptance of these Terms of Use may occur electronically, by conduct or through the Client’s continued engagement with Show Support or continued use of any Services, website, account, portal, application, system or online service provided by or on behalf of Show Support. A separate signature or express acknowledgement is not required for these Terms of Use to be legally binding.

2.5 If the Client issues a purchase order, work order, service request or any other document containing the Client’s own terms and conditions, that document will not amend, replace, qualify or override these Terms of Use unless Show Support expressly agrees otherwise in writing and the agreement is signed by an authorised representative of Show Support.

2.6 To the fullest extent permitted by law, if there is any inconsistency between these Terms of Use and any purchase order, work order, service request, client terms and conditions or other document issued by the Client, these Terms of Use prevail unless Show Support has expressly agreed otherwise in writing in accordance with clause 2.5.

2.7 Show Support may amend these Terms of Use at any time by publishing the amended Terms of Use on the Show Support website. The Client’s continued engagement of Show Support, or continued use of any Show Support website, account, portal, application, system or online service after the amended Terms of Use are published constitutes acceptance of the amended Terms of Use. The amended Terms of Use apply to all Services requested or provided after the date they are published.

3. Definitions & Interpretations

3.1 Definitions

- Account: A unique user profile created to access and use Show Support’s Services.

- 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.

- Booking: A request or order by the Client for Show Support to provide Crew Members for Services.

- Booking Contract: The agreement formed between the Client 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.

- Client / You / Your: The individual or entity accessing, using, booking, contracting for, or seeking to engage Show Support to provide Services.

- Company / We / Us / Our: Refers to Show Support Inc.

- Content: Any text, images, video, audio, data, or other materials uploaded, submitted, posted, or otherwise provided by the Client through the Services or any related SaaS platform.

- Crew: Crew Members designated by Show Support as “Crew.”

- Crew Lead: Crew Members designated by Show Support as “Crew Lead.”

- Crew Member: Any individual supplied, assigned, scheduled, or otherwise provided by Show Support to perform Services under a Booking, including but not limited to Crew, Crew Leads, Stagehands, Groundies, Loaders, Audio Technicians, Lighting Operators, Drivers, Forklift Operators, and EWP Operators.

- Device: Any equipment or hardware used to access the Services or any related SaaS platform, including computers, smartphones, and tablets.

- Driver: Crew Members designated by Show Support as “Driver.”

- Feedback: Any suggestions, recommendations, comments, or ideas provided regarding Show Support’s Services or any related SaaS platform.

- 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 18.

- Groundie: A Crew Member responsible for clearing space and supporting safety during operations, including managing barricades and directing crowds.

- 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: These Terms of Use, which form the legally binding agreement between the Client and Show Support regarding the use of the Services, as amended from time to time pursuant to Section 14.5.

- 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.

3.2 Interpretation

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; and (e) no provision shall be construed against a party merely because it was responsible for drafting it.

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 Crew Member 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 Crew Members are not binding.

4.8 Minimum Call, Guaranteed Hours, and Early Release
Each Booking is subject to a minimum call of five (5) billable hours per Crew Member per shift.
If a Crew Member is released early by the Client, the Client will be billed the greater of the actual hours worked or the applicable guaranteed hours below:

(a) Short Call: For shifts booked for less than eight (8) hours, the applicable guarantee is five (5) hours.

(b) Full-Day Call: For shifts booked for eight (8) to ten (10) hours, the applicable guarantee is eight (8) hours.

These guaranteed hours apply because confirmed Crew Members reserve their availability for the booked shift and may be unable to accept other work once assigned.

Nothing in this section limits Show Support’s right to charge overtime, penalty rates, late-change fees, cancellation fees, or other applicable charges under these Terms.

For Bookings involving four (4) or more Crew Members, a Crew Lead must be engaged for the duration of the event.

4.9 Late Changes, Cancellations, and Shift Moves
All requests to cancel, reduce, or change a confirmed Booking must be submitted in writing to Show Support.

- If the Client cancels one or more Crew Members, reduces the number of Crew Members required, or makes a material change to a confirmed shift within forty-eight (48) hours of the scheduled start time, Show Support may bill the Client a minimum of five (5) hours per affected Crew Member.

- If the Client cancels one or more Crew Members, reduces the number of Crew Members required, or makes a material change to a confirmed shift within twenty-four (24) hours of the scheduled start time, the Client will be billed a minimum of five (5) hours per affected Crew Member.

- If a Crew Member has already arrived on Site, is en route to the Site, or has otherwise begun performing Services, any cancellation, reduction, or material change will be billed in accordance with the applicable minimum call, guaranteed hours, early-release rules, overtime, penalty rates, or other applicable charges under these Terms.

- A material change includes, but is not limited to, substantially changing the start time, end time, location, role, scope of work, or crew requirement in a way that affects the Crew Member’s ability to perform the shift or accept other work.

- If a shift is moved to a new time and the confirmed Crew Member is no longer available to perform the shift, the change will be treated as a late cancellation for that Crew Member.

Show Support may waive or reduce any charge under this section where, in its reasonable discretion, the change does not materially impact crew availability, crew earnings, or Show Support’s ability to reassign the Crew Member.

These charges apply because confirmed Crew Members reserve their availability for the Booking and may be unable to accept other work once assigned.

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

4.11 Responsibility for Safety and Site Conditions
You bear sole responsibility for the safety, stability, suitability, and compliance of the Site, equipment, work environment, work methods, and Services performed by Crew Members under your direction. You are liable for any claims related to the work performed.

4.12 Release of Liability
You hereby release and hold harmless Show Support from all claims, demands, or proceedings related to any services provided by Crew Members, except to the extent caused by Show Support’s gross negligence or willful misconduct.

4.13 Suspension or Termination for Safety Concerns
If Crew Members 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.

4.14 Show Support’s Right to Refuse or Terminate Bookings
Show Support may refuse to supply, suspend, or terminate any Booking Contract if:

- The Site, equipment, work conditions, or requested Services are unsafe or unfit for purpose.

- Required safety information, plans, access details, or work instructions are not provided.

- Crew Members are not provided with safe access, adequate supervision, required PPE, or a permanent grounded power supply where needed.

You breach any safety, payment, booking, or conduct obligation under these Terms.

4.15 Late Booking Premium
Late Bookings are Bookings requested or confirmed within forty-eight (48) hours of the scheduled Service commencement. During peak periods, periods of high crew demand, or where Show Support determines that a Booking requires urgent scheduling, a Late Booking premium may apply.

Late Booking premiums may be applied as follows:

- Within six (6) hours of Service commencement: up to twenty percent (20%) of the final invoice.

- Within twelve (12) hours of Service commencement: up to fifteen percent (15%) of the final invoice.

- Within twenty-four (24) hours of Service commencement: up to ten percent (10%) of the final invoice.

- Within forty-eight (48) hours of Service commencement: up to five percent (5%) of the final invoice.

Show Support will notify the Client if a Late Booking premium applies. Show Support may waive or reduce any Late Booking premium at its discretion.

4.16 Difficult Location Premium

A difficult location premium may apply to Bookings at locations that are difficult to access, including locations that are:

- more than ten (10) miles from the relevant downtown area, city center, venue district, or crew base;

- not reasonably accessible by public transportation;

- difficult, unsafe, delayed, or costly for Crew Members to access; or

- subject to unusual parking, loading dock, security, access, check-in, shuttle, or transportation requirements.

Where a difficult location premium applies, it may be charged as follows:

- Peak period or high-demand Bookings: up to twenty percent (20%) of the final invoice.

- All other Bookings: up to ten percent (10%) of the final invoice.

Show Support will notify the Client if a difficult location premium applies. Show Support may waive or reduce any difficult location premium at its discretion.

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.

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 fourteen (14) days of issue unless otherwise stated in writing.

- Checks are not accepted.

- Advance Payment for Late Bookings is due immediately by EFT, credit card, or another payment method approved by Show Support. Advance Payment for Bookings starting within seven (7) days must be received before Services commence.

- Credit card payments incur a processing fee of 2.90% plus $0.30 per transaction. Direct Debit or ACH payments incur a processing fee of 1.1% plus $0.33 per transaction. Standard EFT/bank transfer payments do not incur a processing fee unless otherwise stated.

- EFT/bank transfer payments must include the relevant invoice number as the payment reference. If a payment cannot be allocated because the invoice number or required reference is missing, Show Support may charge a $105 administration fee, payable within seven (7) days.

- Late payments may incur a $49 administration fee, in addition to any interest, recovery costs, or other amounts payable under these Terms.

- Refunds requested due to overpayment, duplicate payment, payment error, or other client-side payment issue may incur a $49 administration fee. Show Support may offer a credit note in lieu of a refund.

- By paying by credit card, the Client authorizes Show Support to charge the same card for future invoices and amounts due under these Terms until the Client provides written notice to change the payment method.

5.7 Invoice Disputes

Any invoice dispute, including disputes about dates, hours, roles, rates, or charges, must be raised in writing within two (2) business days of the invoice date.
The Client must pay any undisputed portion of the invoice by the due date.

If no dispute is raised within two (2) business days, the invoice will be deemed accepted and final, and no amendments will be accepted except at Show Support’s discretion.

6. Cancellations

6.1 If the Client cancels one or more Crew Members, reduces the number of Crew Members required, or makes a material change to a confirmed shift, the charges set out in Section 4.9 may apply.

6.2 Any cancellation, reduction, or material change must be submitted in writing to Show Support.

6.3 Cancellation and late-change charges are agreed estimates of loss and are not penalties.

6.4 Show Support may waive or reduce cancellation or late-change charges in accordance with Section 4.9.

7. Crew Treatment, Transport, and Site Conduct

7.1 The Client must ensure that Crew Members finish at the same location where they started, unless the Client provides safe and suitable return transport.

7.2 The Client must notify Show Support if return transport is required after hours. If a Crew Member cannot reasonably self-transport, the Client must cover the cost of safe return transport.

7.3 The Client must not treat Crew Members in a hostile, harassing, discriminatory, unsafe, or demeaning manner.

7.4 The Client must not yell at, belittle, threaten, intimidate, or deny required breaks to Crew Members.

7.5 Crew Members must be treated with the same respect as the Client’s own employees, personnel, and representatives. If the Client provides meals, catering, or refreshments to its own employees or event personnel, the same must be provided to Crew Members.

7.6 The term “loader” must not be used in a derogatory or demeaning manner.

7.7 In any dispute, incident, or concern involving a Crew Member, the Crew Member must be allowed a minimum ten (10) minute break or pause from the situation where reasonably necessary.

7.8 The Client must promote and maintain a culture of safety, respect, and professionalism at all events.

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 Crew Members 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 Crew Members 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 Crew Member’s engagement with Show Support; (b) or, if clause 8.6(a) is unenforceable, 9 months; (c) or, if clause 8.6(b) is unenforceable, 6 months.

8.7 You agree to pay the applicable Recruitment Fee if:

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

8.8 In addition to the Recruitment Fee, you agree to engage the Crew Member 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 8.4. If you or your affiliate engages a Crew Member directly, you assume all obligations associated with that engagement.

If you wish to directly hire a Crew Member, you must:

- Provide written notice to Show Support (Hire Notice);

- Not inform the Crew Member of your intentions;

- Engage Show Support to provide the Crew Member for an additional 200 hours;

- Pay the Recruitment Fee after the 200-hour period, in accordance with this Section 8.

If these terms are met to Show Support’s satisfaction, direct hire of the Crew Member 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. Crew Member Equipment, Qualifications, and Safety Obligations

9.1 The Client must immediately notify Show Support by phone and email in the event of any accident, injury, incident, or safety concern involving a Crew Member.

9.2 Show Support will use reasonable efforts to ensure that Crew Members 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 The Client must maintain all equipment used by Crew Members in accordance with manufacturer specifications, and must not direct or allow any Crew Member to perform Services: (a) beyond their physical capabilities; (b) contrary to manufacturer instructions or safety guidelines; or (c) in violation of any applicable occupational health and safety laws, venue rules, or regulations.

9.4 The Client must enforce all required PPE, safety footwear, and site safety requirements. If a Crew Member does not have required PPE, footwear, certification, or documentation for a task, the Client must prevent the Crew Member from performing that task and immediately notify Show Support.

9.5 The Client must not permit any Crew Member to operate machinery unless the Crew Member is properly trained, experienced, and qualified for that operation. The Client is responsible for verifying competency before authorizing any machinery operation.

9.6 The Client must confirm that each Crew Member possesses any required certifications, licenses, or permits before the Crew Member operates or transports any vehicle or equipment. The Client must not direct any Crew Member to perform such tasks without appropriate documentation.

9.7 If the Client books a Driver under a Booking Contract, that Driver is not responsible for loading or unloading vehicles unless expressly agreed in writing as part of the Booking.

9.8 The Client must not direct or allow a Crew Member to operate, use, or transport any vehicle, equipment, or item that is defective, unsafe, overloaded, or not fit for its intended purpose.

9.9 The Client must not require Crew Members to use, lift, move, or transport equipment or vehicles beyond their rated capacity. The Client is responsible for planning weight distribution, access, equipment handling, and safe work methods appropriately.

9.10 All complaints regarding Crew Members raised by the Client’s personnel must be promptly reported to the Client’s senior management and Show Support management. Likewise, any complaints raised by Crew Members regarding the Client’s personnel will be promptly reviewed by Show Support.

9.11 If a complaint is made involving the Client’s personnel, Show Support will conduct a reasonable review of the matter in consultation with the Client. If Show Support, in its sole discretion, determines that the continued presence of the Client’s personnel poses a risk to the safety, wellbeing, or effective performance of Crew Members, 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 Crew Members 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 Crew 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 Holidays All bookings on federal, state, local, or venue-recognized 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 Crew Member arrives on Site until their safe return home.

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

11.3 You are fully responsible for each Crew Member’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 Crew Members receive a site-specific safety induction covering hazards, emergency procedures, and site rules;

- appropriate training and supervision are provided to enable Crew Members to perform their duties safely; and

- all necessary personal protective equipment (“PPE”) is supplied at no cost to Crew Members, 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 Crew Member’s competency to perform the Services prior to Site attendance, or within the first 30 minutes onsite through direct observation. If any Crew Member 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 Crew Members 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 Crew Members with all required documentation before Site attendance and ensure they understand safety protocols; and (f) conduct an on-site induction and training session for Crew Members before work begins.

11.7 Without limiting your obligations:

- Crew Members 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 Crew Member safety.

11.8 Site-Specific Safety Requirements

If a Client requires Crew Members to comply with any site-specific safety plan, job hazard analysis, job safety analysis, venue safety procedure, or other written safety equipment, the Client must provide those requirements to Show Support in writing at crewops@showsupport.us before Services commence.

The Client must notify Show Support in writing before Services commence if the Client believes that any Show Support safety assessment, OSHA assessment, safety program, or related documentation is inadequate, incomplete, or should not be relied upon for the Services to be performed.

Nothing in this section limits the Client’s safety obligations under these Terms.

12. Liability

12.1 The Client acknowledges that Show Support supplies Crew Members for the Booking and facilities assignment and scheduling. While Crew Members are on Site, the Client retains day-to-day supervision and control over the Site, work environment, work schedule, and work methods, except to the extent otherwise agreed in writing by Show Support.

12.2 The Client accepts full responsibility for any property damage, financial loss, or non-bodily harm caused by Crew Members 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.

12.3 Crew Members 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 Crew Members. Show Support disclaims liability for any such conduct.

12.4 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.

12.5 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.

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

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

12.8 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.

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

12.10 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.

12.11 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.

13. Confidentiality

13.1 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.

13.2 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.

13.3 This Section 13 shall survive termination of these Terms of Use.

14. General

14.1 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.

14.2 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 mail; 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.

14.3 Severability If any provision is held invalid or unenforceable, it shall be severed to the extent necessary, and the remainder of these Terms of Use will remain in full force and effect.

14.4 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. A delay or failure to enforce any right does not constitute a waiver, and the exercise of a right does not prevent future exercise of the same or any other right.

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

14.6 Governing Law and Jurisdiction These Terms, any Booking, and any Booking Contract are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. Each party submits to the nonexclusive jurisdiction of the state and federal courts located in Delaware. Nothing in these Terms limits or excludes the application of any mandatory federal, state, or local law that applies to the Services at the location where the Services are performed, including workplace safety, wage and hour, tax, employment, anti-discrimination, licensing, permitting, and venue-specific legal requirements.

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

14.8 Counterparts These Terms may be executed in counterparts, including electronically, and together constitute one binding agreement. Counterparts exchanged via email are binding.

14.9 Further Assurance Each party agrees to do all things reasonably necessary to carry out the intent of these Terms.

14.10 Entire Agreement These Terms, together with any Booking, Booking Contract, quote, invoice, or written terms incorporated by reference, constitute the complete understanding between the parties regarding the Services and supersede all prior communications, whether oral or written, to the extent they relate to the same subject matter.

14.11 No Reliance on Representations Each party acknowledges that it has not relied on any representation not expressly set out in these Terms and has conducted its own investigation of the subject matter. This clause does not exclude any express warranties contained in these Terms.

14.12 No Merger The rights and remedies of the parties under these Terms are cumulative and do not merge with any prior or subsequent rights or obligations.

14.13 Consents and Approvals Where these Terms require a party’s consent or approval, such consent may be withheld or conditioned at that party’s discretion unless these Terms expressly state otherwise. The requesting party must comply with all imposed conditions.

15. Indemnity and Release

15.1 You agree to indemnify and hold harmless Show Support, its officers, agents, employees, and all Crew Members 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.

16. Guarantor Agreement

16.1 If the Client is a corporation, company, or other incorporated entity, Show Support may withhold performance of Services or any of its obligations until it receives a personal guarantee in a form acceptable to Show Support.

16.2 If a personal guarantee is required, the individual signing or accepting these Terms on behalf of the Client, or any other individual providing a guarantee in a form acceptable to Show Support (the “Guarantor”), personally guarantees the Client’s performance of all obligations under these Terms and any Booking Contract, including payment of Fees.

16.3 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 attorney’s fees, arising from any default by the Client.

16.4 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 and 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.

16.5 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.

16.6 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.

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

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

17. Termination

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

17.2 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 seven (7) days following written notice.

17.3 Termination does not affect accrued rights or remedies.

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

18. Force Majeure

18.1 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.

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

18.3 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.

19. Taxes

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

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