Terms of Service
1. Introduction and Acceptance
These Terms of Service ("Terms") govern access to and use of the website located at https://showbaseusa.com (the "Site") and the general informational, marketing, and account-related features made available on the Site by GW Tech, LLC, a Florida limited liability company doing business as "ShowBase" ("ShowBase," "we," "us," or "our"). By accessing or using the Site, you ("you" or "User") agree to be bound by these Terms. If you do not agree, do not access or use the Site.
These Terms apply to the Site generally. If you or your organization has entered into a ShowBase SaaS Subscription Agreement or a separate Order Form for use of the ShowBase software-as-a-service platform (the "Service"), that separate written agreement governs your use of the Service, and these Terms apply to the Site only to the extent they do not conflict with that agreement. In the event of a conflict between these Terms and a signed Subscription Agreement or Order Form, the Subscription Agreement or Order Form controls with respect to the Service.
We may update these Terms from time to time as described in Section 15. Your continued use of the Site after an update constitutes acceptance of the revised Terms.
2. Who We Are; The Service
ShowBase has developed and operates a proprietary, cloud-based software-as-a-service platform designed for exhibit houses and trade show service providers, offering modules for project management, AI-assisted quoting, light CRM and vendor management, warehouse operations, inventory reservations, and a client/crew portal known as "ShowBase Floor." Our principal place of business is 3400 Mallard Pond Blvd, St. Cloud, FL 34772.
The Site provides information about ShowBase and the Service, allows prospective customers to request demonstrations or contact our sales team, and may allow existing customers to access support resources or account-related information. Access to and use of the Service itself by a paying customer and its authorized users is governed exclusively by that customer's Subscription Agreement and applicable Order Form, not by these Terms.
3. Eligibility
The Site and the Service are intended for business use by companies operating in the exhibit, trade show, and events industry, and by their authorized personnel. By using the Site, you represent that you are at least 18 years old, that you are using the Site in connection with a legitimate business purpose, and, if you are using the Site on behalf of an organization, that you have authority to bind that organization to these Terms.
4. Acceptable Use of the Site
You will not, and will not permit any third party to:
- Use the Site in any way that violates applicable federal, state, local, or international law or regulation;
- Attempt to gain unauthorized access to, interfere with, or disrupt the Site, its servers, or any connected network;
- Reverse engineer, decompile, disassemble, scrape, or attempt to derive the source code or underlying structure of the Site, except to the extent such restriction is prohibited by applicable law;
- Transmit any virus, malware, or other harmful code through the Site;
- Submit false, misleading, or fraudulent information through any form, demo request, or account-related feature on the Site;
- Use any automated means (bots, scrapers, crawlers) to access the Site for any purpose without our prior written consent; or
- Impersonate any person or entity, or misrepresent your affiliation with any person or entity.
We may suspend or terminate your access to the Site, without notice, for conduct that we believe violates these Terms or is otherwise harmful to ShowBase, other users, or third parties.
5. Accounts
Certain features of the Site may require you to create an account or provide contact information. You are responsible for maintaining the confidentiality of any login credentials associated with your account and for all activity that occurs under your account. You agree to notify us promptly at legal@showbaseusa.com of any unauthorized use of your account.
6. Demos, Trials, and Sales Discovery
If ShowBase offers a product demonstration, trial access, or discovery call in connection with a prospective subscription, any such offering is provided for evaluation purposes only, is provided "as is" without warranty of any kind, and does not itself create a subscription to the Service. A binding subscription arises only upon execution of an Order Form incorporating the ShowBase SaaS Subscription Agreement.
7. Intellectual Property
The Site, and all content, features, and functionality of the Site — including text, graphics, logos, the ShowBase name and marks, software, and the design, selection, and arrangement of the foregoing — are owned by ShowBase or its licensors and are protected by United States and international copyright, trademark, and other intellectual property laws. Except for the limited right to access and view the Site for its intended purposes, no right, title, or interest in the Site is transferred to you, and all rights not expressly granted are reserved by ShowBase.
"ShowBase," "ShowBase Floor," and associated logos are trademarks of GW Tech, LLC. You may not use these marks without our prior written consent, except as expressly permitted by these Terms or a separate written agreement.
8. Feedback and Submissions
If you submit ideas, suggestions, or feedback about the Site or the Service through the Site (for example, through a contact form), you grant ShowBase a perpetual, irrevocable, royalty-free, worldwide license to use that feedback for any purpose, including improving the Site and the Service, without any obligation or compensation to you.
9. Reseller and Merchant of Record; Third-Party Services
Our order process is conducted by our online reseller, Paddle.com. Paddle.com is the Merchant of Record for all our orders and acts as an authorized reseller of the Service on our behalf. Paddle provides all customer service inquiries related to billing and handles returns and refund requests consistent with our Refund Policy. Your purchase is subject to Paddle's own buyer terms and privacy policy, in addition to these Terms.
The Site may also contain links to other third-party websites or services that are not owned or controlled by ShowBase. ShowBase is not responsible for the content, privacy practices, or terms of any third-party site or service, and your use of any such third-party site or service is at your own risk and subject to that third party's own terms.
10. Disclaimers
THE SITE AND ANY CONTENT MADE AVAILABLE ON IT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SHOWBASE DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. THIS SECTION DOES NOT AFFECT ANY WARRANTY EXPRESSLY PROVIDED TO A CUSTOMER UNDER A SIGNED SUBSCRIPTION AGREEMENT.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHOWBASE AND ITS OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF THE SITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHOWBASE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). THIS SECTION DOES NOT LIMIT ANY LIABILITY CAP OR CARVE-OUT EXPRESSLY SET OUT IN A SIGNED SUBSCRIPTION AGREEMENT, WHICH GOVERNS FOR MATTERS RELATING TO THE SERVICE. NOTHING IN THIS SECTION IS INTENDED TO LIMIT ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE FLORIDA LAW, INCLUDING THE FLORIDA DECEPTIVE AND UNFAIR TRADE PRACTICES ACT, FLA. STAT. §§ 501.201–501.213.
12. Indemnification
You agree to defend, indemnify, and hold harmless ShowBase and its officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with your violation of these Terms or your misuse of the Site.
13. Governing Law; Dispute Resolution
These Terms are governed by the laws of the State of Florida, without regard to its conflict of laws principles. You agree that any dispute arising out of or relating to these Terms or the Site will be brought exclusively in the state or federal courts located in Osceola County, Florida, and you consent to the personal jurisdiction of those courts and waive any objection to that venue. Before initiating formal proceedings, the parties will attempt in good faith to resolve any dispute through informal negotiation.
14. Termination
We may suspend or terminate your access to the Site at any time, with or without notice, for any reason, including violation of these Terms. Sections 7, 8, 10, 11, 12, and 13 survive any termination of your access to the Site.
15. Changes to These Terms
We may revise these Terms from time to time. If we make material changes, we will update the "Effective Date" above and, where appropriate, provide additional notice (such as a banner on the Site). Your continued use of the Site after any revised Terms take effect constitutes your acceptance of the revised Terms.
16. General Provisions
Entire Agreement. These Terms, together with our Privacy Policy and, where applicable, a signed Subscription Agreement and Order Form, constitute the entire agreement between you and ShowBase regarding the Site and supersede any prior agreements on that subject.
Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
No Waiver. ShowBase's failure to enforce any right or provision of these Terms is not a waiver of that right or provision.
Assignment. You may not assign these Terms without our prior written consent. ShowBase may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.
Electronic Communications. By using the Site, you consent to receive communications from ShowBase electronically, and you agree that any notices, agreements, disclosures, or other communications we send electronically satisfy any legal requirement that such communications be in writing, consistent with the Florida Uniform Electronic Transactions Act, Fla. Stat. ch. 668, Part II.
17. Contact Us
If you have questions about these Terms, please contact us at:
GW Tech, LLC d/b/a ShowBase
3400 Mallard Pond Blvd, St. Cloud, FL 34772
Email: legal@showbaseusa.com