This Terms of Service agreement ("Agreement") is entered into by and between Showrunner ApS, CVR DK46298020, Tornerosevej 106, 2730 Herlev, Denmark ("Showrunner", "we", "us"), and the business entity agreeing to these terms ("Customer", "Venue", "you").
1. Business-Only Service Scope (B2B)
Showrunner is a specialized software-as-a-service platform designed exclusively for commercial live music venues, promoters, and event managers. The Service is strictly B2B (Business-to-Business). By registering for or using the Service, you warrant and represent that you are acting solely in a commercial, professional, or corporate capacity, and not as a consumer. Consumer protection laws do not apply to this Agreement.
2. Free Trial & 30-Day Inactivity Protocol
- Trial Scope: Free accounts include up to 5 total venue records with no calendar time expiration limit.
- Inactivity Protocol: To prevent namespace squatting and optimize storage allocation, trial accounts are subject to an automated inactivity schedule:
- Inactivity Trigger: If a trial account registers no user logins or active database updates for 23 consecutive days, the account is flagged as inactive.
- Notification: An automated email warning is dispatched to the registered account administrator email.
- Grace Period: The Customer has 7 calendar days from the dispatch of the warning email to log into the account. Simply signing in keeps the venue.
- Deactivation & Slug Release: If no action is taken within the 7-day grace period (i.e. after 30 consecutive days of inactivity in total), the workspace is deactivated, and its custom URL slug and inbound email address identifiers are released back into the public availability pool. Associated data is permanently erased within 90 days of deactivation.
3. Account Data Ownership & Processing License
- Customer Ownership: As between Showrunner and Customer, Customer retains full, exclusive ownership of all legal rights, title, and interest in and to all data, records, imported email threads, uploaded contracts, artist details, settlements, financial reports, and personal data uploaded or ingested into the workspace ("Customer Data").
- Showrunner Limited License: Customer grants Showrunner a limited, non-exclusive, royalty-free, worldwide license to host, copy, transmit, format, and process Customer Data solely as necessary to provide, maintain, secure, and troubleshoot the Service. Showrunner acquires no proprietary rights or IP ownership over Customer Data.
4. Automated AI Ingestion & Processing
- Core Processing Feature: The Service utilizes automated artificial intelligence (AI) and large language model (LLM) processing engines to parse, extract, and structure data from forwarded emails, schedules, technical riders, and uploaded performance contracts.
- Third-Party AI Routing: By uploading documents or setting up email forwarding into the Service, Customer explicitly authorizes Showrunner to transmit raw text, attachments, and metadata to our contracted AI infrastructure subprocessors (specifically, Anthropic PBC) solely for data extraction.
- No Training Guarantee: Customer Data processed via AI integrations is bounded by contractual non-training commitments: Customer Data is never used to train public or proprietary machine learning models. Where offered by the AI subprocessor, restricted data-retention arrangements are additionally applied.
5. Subscriptions, Lapsed Billing, and Data Export
- Paid Subscriptions: Fees for paid subscription tiers are billed in advance on a recurring monthly or annual basis via Stripe.
- Lapsed Subscriptions (Read-Only Mode): If a paid subscription lapses, fails payment renewal, or is cancelled by the Customer, Customer Data is not immediately deleted.
- The workspace transitions into a Read-Only State.
- In Read-Only State, Customer users can view and export existing data, contracts, and settlements, but cannot add new records or execute automated AI extractions.
- Data Export & Scheduled Deletion:
- Customer may export full data backups at any time during an active or Read-Only subscription.
- A workspace remaining in a lapsed Read-Only state for 90 consecutive days without reactivating a paid tier will be queued for permanent data erasure following a 14-day email notice.
6. Availability and Service Levels
- "As-Is" Service: Version 1.0 of the Service is provided on an "as-is" and "as-available" basis without express uptime guarantees or formalized Service Level Agreements (SLAs).
- Maintenance: Showrunner will make reasonable commercial efforts to minimize planned system downtime and conduct server maintenance outside peak European operational hours.
7. Limitation of Liability
- Cap on Monetary Liability: To the maximum extent permitted by applicable Danish law, Showrunner's total aggregate liability arising out of or related to this Agreement — whether in contract, tort, or under any other theory of liability — shall be strictly limited to the total amount paid by Customer to Showrunner in the twelve (12) months preceding the incident giving rise to liability.
- Exclusion of Consequential Damages: Showrunner shall not be liable for any indirect, special, incidental, punitive, or consequential damages, including loss of profits, loss of venue bookings, loss of goodwill, or data corruption.
8. Acceptable Use
Customer shall not: (a) reverse-engineer, decompile, or attempt to extract the source code of the Service; (b) use the Service to transmit malicious code, spam, or unlawful material; or (c) bypass access controls or test system vulnerabilities without explicit written authorization.
9. Governing Law and Jurisdiction
This Agreement and any disputes arising out of or in connection with it shall be governed by and construed in accordance with the laws of Denmark, without regard to its conflict of law principles. Any legal suit, action, or proceeding shall be instituted exclusively in the Maritime and Commercial High Court (Sø- og Handelsretten) in Copenhagen or the local Danish District Court (Københavns Vestegns Ret) having jurisdiction over Showrunner's corporate seat.