ShowVue Early Access Agreement

Version 1.0 — Effective July 31, 2026

This ShowVue Early Access Agreement (this “Agreement”) is a contract between Foundational Technologies, LLC, a Wisconsin limited liability company with its principal place of business in Appleton, Wisconsin (“FoundTech,” “we,” “us”), and the organization on whose behalf it is accepted (“Customer,” “you”) — typically a community or professional theater. It governs early access to ShowVue before its general availability.

You accept this Agreement by requesting or receiving early access to ShowVue, by checking a box referencing it, by creating or administering a ShowVue Workspace, or by using the Service as a Staff User. The person accepting this Agreement represents that they are authorized to bind Customer. If you do not agree to this Agreement, do not use the Service.

ShowVue is in early access: it is provided free of charge, “as is,” and under active development. Nothing renews automatically and nothing is billed under this Agreement. Paid subscriptions will be offered under a separate subscription agreement at general availability, as described in Section 2.

Your use of our public website is governed by our Website Terms of Use. Our handling of personal data is described in our Privacy Policy.

1. Definitions

“Service” means ShowVue, our cloud-hosted theater management software — including season planning, casting and scheduling, ticketing, concessions, rentals, and bookkeeping features — and the hosting and support we provide under this Agreement.

“Early Access Period” means the period before we make the Service generally available for purchase, during which the Service is provided under this Agreement.

“Workspace” means the ShowVue environment we provision for Customer’s organization, including its public theater page.

“Customer Data” means data, content, and materials submitted to the Service by or on behalf of Customer and its Staff Users and Patrons, including Customer’s productions, rosters, schedules, financial records, and patron and ticketing records.

“Staff User” means an account Customer authorizes to administer or operate its Workspace — for example, board members, directors, production staff, and volunteers with management access.

“Patron” means a member of Customer’s audience or community who interacts with Customer through the Service — for example, by holding a member or family account, buying tickets, signing up for auditions or volunteer shifts, or renting items.

“Bug” means a failure of the Service that results in a complete stop, an error traceback, or a security vulnerability, and that is not directly caused by misuse or by a configuration we do not control.

“Data Protection Laws” means the data protection and privacy laws applicable to a party’s processing of personal data under this Agreement.

2. Early Access Program

2.1 Free of charge. During the Early Access Period, the Service is provided at no charge, and Customer owes no fees under this Agreement. Payment processing fees charged by Customer’s own payment processor (Section 5) are Customer’s responsibility.

2.2 Under development. The Service is under active development: features may be added, changed, or removed, and we may limit, suspend, or discontinue the early access program or any part of the Service at any time. Where practicable, we will give reasonable advance notice of changes we expect to be disruptive.

2.3 Feedback. Early access exists to make ShowVue better. If Customer provides suggestions or feedback, we may use them without restriction or obligation, provided we do not identify Customer as the source without Customer’s prior written consent.

2.4 Transition to general availability. When the Service becomes generally available, we will give Customer at least 30 days notice, together with the subscription agreement and pricing that will apply. Continued use after the transition date requires accepting that agreement; if Customer chooses not to subscribe, this Agreement ends and Customer may export its data as described in Section 9.3. Customer Data carries over intact to a subscription.

3. Access and Use

3.1 Right to use. For the duration of this Agreement, we grant Customer a non-exclusive, non-transferable right for its Staff Users to access and use the Service for Customer’s internal operations, including offering tickets, auditions, volunteer signups, and rentals to its Patrons through features designed for that purpose.

3.2 Restrictions. Customer will not, and will not permit anyone to: (a) resell, sublicense, or provide the Service to third parties, except to its own Patrons through features designed for that purpose; (b) copy, modify, or create derivative works of the Service, or reverse engineer it except to the extent a right to do so cannot be excluded by law; (c) circumvent usage limits or security controls; (d) use the Service to store or transmit malicious code or material that is unlawful, infringing, or defamatory; (e) use the Service in any manner that damages, disables, overburdens, or impairs the Service or interferes with any other customer’s use; or (f) attempt to gain unauthorized access to the Service or to any other account, system, or network connected to it.

3.3 Accounts and security. Customer will keep registration information current, complete, and accurate; will take reasonable measures to keep its Staff User accounts secure, including strong passwords that are not shared; is responsible for activity under its Staff User accounts; and will notify us promptly of any unauthorized use of its accounts or any other breach of security affecting the Service.

3.4 Lawful use; Customer’s events. Customer will use the Service in compliance with applicable laws. Customer is solely responsible for its events, productions, and licensing (including performance rights), its ticket sales, pricing, refund and exchange policies, donation receipting, taxes, and its relationships and communications with its Patrons, members, volunteers, and staff. This includes obtaining legally sufficient consent before sending SMS messages through the Service, honoring opt-outs promptly, and complying with applicable messaging laws and carrier rules.

3.5 Suspension. We may suspend access to all or part of the Service, to the extent reasonably necessary, if we reasonably believe the Service is being used in violation of Section 3.2 or 3.4 or in a way that threatens the security or integrity of the Service or other customers, or if suspension is required by law. Except where prohibited or where a threat is immediate, we will give notice before suspending and will restore access promptly once the cause is resolved.

4. Our Services

4.1 Provision of the Service. We will host and operate Customer’s Workspace and use commercially reasonable efforts to keep the Service available, to remedy Bugs reported through the channels we designate, and to provide reasonable support during the Early Access Period.

4.2 Security updates. We use commercially reasonable efforts to apply security remedies for security Bugs to all systems under our control promptly after a remedy becomes available, without requiring any action from Customer.

4.3 Backups. We take commercially reasonable measures designed to back up Customer Data regularly and to enable restoration of the Service in the event of data loss or infrastructure failure.

4.4 No availability warranty. We work to keep the Service available, but we do not warrant uninterrupted availability, and early-access software should be expected to have rough edges. We will use commercially reasonable efforts to perform planned maintenance during low-usage hours.

5. Patron Accounts and Payments

5.1 Patrons are Customer’s audience. Patron accounts exist so Customer’s community can interact with Customer. The relationship for shows, tickets, refunds, donations, and rentals is between Customer and its Patrons; FoundTech provides the platform. Customer will direct Patron questions about orders and events to its own box office or staff, and will maintain and honor a reasonable refund policy for its Patrons.

5.2 Payments. Payments in the Service — tickets, concessions, donations, rentals — are processed through Customer’s own payment processor account (such as Customer’s Square account). Customer is the merchant of record; FoundTech is not a party to those transactions and does not receive or store payment card numbers. Customer’s agreement with its payment processor governs processing, and chargebacks, refunds, and processing fees are Customer’s responsibility.

5.3 Individual account deletion. Staff Users and Patrons can delete their own accounts as described in the Account Deletion Guide. Deletion permanently removes the person’s profile, credentials, and uploaded files; show-participation history is retained in anonymized form so Customer’s production records stay intact.

5.4 Minors. The Service supports parent- or guardian-managed family accounts for children in a cast. Customer will use those features — rather than creating standalone accounts for children — when involving minors, and remains responsible for complying with laws that apply to its own work with minors (such as chaperone and consent requirements).

6. Customer Data and Intellectual Property

6.1 Your data is yours. Customer owns all right, title, and interest in Customer Data. Customer grants us a non-exclusive, worldwide license to host, copy, process, transmit, and display Customer Data solely as necessary to provide and support the Service, to comply with law, and as otherwise instructed by Customer.

6.2 Export anytime. Customer may export Customer Data at any time during this Agreement, at no charge, using features of the Service or by request through the support channels we designate.

6.3 Our IP. We and our licensors own all right, title, and interest in the Service, the underlying software, and all related documentation, designs, and trademarks. No rights are granted to Customer other than those expressly stated in this Agreement.

6.4 Usage data. We may collect and use data about the operation and use of the Service in de-identified, aggregated form that does not identify Customer or any person, to operate, secure, and improve the Service. We may also collect and use identified operational data where necessary for security, support, and providing the Service. We do not sell Customer Data.

7. Data Protection

7.1 Roles. The parties acknowledge that Customer Data may contain personal data — including cast, crew, member, and Patron information — for which Customer is the controller and FoundTech is a processor (or the equivalent roles under applicable Data Protection Laws). We process such personal data when Customer instructs us to by using the Service, or when Customer transfers data to us for any reason pertaining to this Agreement.

7.2 Our commitments. We commit to:

1. only process personal data in Customer Data when and as instructed by Customer, and for the purpose of providing the Service under this Agreement, unless required by law to do otherwise, in which case we will give Customer prior notice unless the law forbids it;
2. ensure that all persons within FoundTech authorized to process such personal data have committed themselves to confidentiality;
3. implement and maintain appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration, or disclosure;
4. forward promptly to Customer any data-protection request submitted to us regarding Customer’s Workspace;
5. notify Customer promptly upon becoming aware of and confirming any accidental, unauthorized, or unlawful processing of, disclosure of, or access to such personal data;
6. notify Customer if, in our opinion, a processing instruction infringes applicable Data Protection Laws;
7. make available to Customer information reasonably necessary to demonstrate compliance with Data Protection Laws, and reasonably contribute to audits or inspections conducted or mandated by Customer, no more than once per 12-month period and at Customer’s reasonable expense, unless a confirmed incident under point (e) justifies more; and
8. permanently delete or return all copies of Customer Data as described in Section 9.3, unless we are legally required to retain them, in which case we will process them solely for the purposes and duration required by law.

7.3 Subprocessors. Customer authorizes us to use third-party service providers (subprocessors) to help provide the Service — for example, cloud infrastructure, email delivery, and SMS delivery providers — provided each subprocessor is bound by written terms no less protective than this Section 7. Our Privacy Policy describes the categories of subprocessors we use, and a current list is available on request. We remain responsible for our subprocessors’ performance. Customer’s payment processor is Customer’s own provider, not our subprocessor.

7.4 Contact accuracy. Customer agrees to keep accurate contact information on file with us at all times, as necessary to reach the person responsible for data protection at Customer.

8. Confidentiality

8.1 Definition. “Confidential Information” means all information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer’s Confidential Information; non-public features and pricing of the Service are FoundTech’s Confidential Information.

8.2 Protection. The Receiving Party will protect the Disclosing Party’s Confidential Information using the same degree of care it uses for its own similar information, and no less than reasonable care, and will use it only to perform under this Agreement.

8.3 Compelled disclosure. The Receiving Party may disclose Confidential Information to the extent compelled by law, provided it gives the Disclosing Party prior notice of the compelled disclosure to the extent legally permitted.

9. Term and Termination

9.1 Term. This Agreement begins when accepted and continues until the end of the Early Access Period (including any transition under Section 2.4) or until terminated.

9.2 Termination. Either party may terminate this Agreement at any time, with or without cause, by written notice. We will use reasonable efforts to give at least 30 days notice when terminating without cause, so Customer can export its data.

9.3 Data export and deletion. Upon request made within 30 days after termination, we will make Customer Data available to Customer in a commonly used, machine-readable format. Unless legally required to retain it, we will permanently delete all copies of Customer Data in our possession within 90 days after termination (with copies in routine backups purged in the ordinary rotation within that period), except minimal records we must keep for legal purposes and anonymized records described in Section 5.3.

9.4 Survival. Sections 1, 6, 7 (as to data retained), 8, 9.3, 9.4, 10, 11, 12, 16, and 17 survive termination of this Agreement.

10. Warranties and Disclaimers

10.1 Mutual warranty. Each party warrants that it has the legal power and authority to enter into this Agreement.

10.2 Early access disclaimer. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT COMPLIES WITH LAWS APPLICABLE TO CUSTOMER’S OPERATIONS.

10.3 No professional advice. The Service is a software tool. Its outputs — including ledgers, financial reports, donation records, and tax-related figures — are not accounting, tax, or legal advice, and Customer is responsible for reviewing them and for its own compliance, including nonprofit accounting and reporting obligations.

11. Limitation of Liability

11.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF EACH PARTY, TOGETHER WITH ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) 50% OF THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE FIRST CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD 100). MULTIPLE CLAIMS DO NOT ENLARGE THIS LIMIT.

11.2 Exclusion of indirect damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND — INCLUDING LOSS OF REVENUE, PROFITS, OR SAVINGS, LOSS OF BUSINESS, CANCELED PERFORMANCES, OR LOST OR CORRUPTED DATA — ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.3 Exceptions. The limits in this Section 11 do not apply to: (a) a party’s indemnification obligations under Section 12; (b) Customer’s breach of Section 3.2 (Restrictions), Section 6.3 (Our IP), or Section 8 (Confidentiality); or (c) a party’s gross negligence, willful misconduct, or fraud, or any other liability that cannot be limited under applicable law.

12. Indemnification

12.1 By Customer. Customer will defend and indemnify FoundTech against any third-party claim, and resulting damages, costs, and reasonable attorneys’ fees finally awarded or agreed in settlement, to the extent arising from: (a) Customer Data; (b) Customer’s events, productions, and performance licensing; (c) Customer’s ticket sales, refunds, donations, and other transactions with its Patrons; (d) Customer’s use of the Service in violation of law or this Agreement; or (e) disputes between Customer and its Patrons, members, volunteers, employees, or contractors.

12.2 Procedure. FoundTech will give prompt written notice of the claim, allow Customer sole control of the defense and settlement (provided any settlement releases FoundTech unconditionally and imposes no obligation on FoundTech), and provide reasonable cooperation at Customer’s expense.

12.3 No FoundTech indemnity during early access. Because the Service is provided free of charge during the Early Access Period, FoundTech does not provide intellectual-property or other indemnities under this Agreement. An IP indemnity is expected to be part of the paid subscription agreement at general availability.

13. Publicity

Except where notified otherwise in writing, each party grants the other a non-transferable, non-exclusive, royalty-free, worldwide license to reproduce and display the other party’s name, logos, and trademarks, solely to refer to the other party as a customer or supplier on websites, press releases, and other marketing materials. Either party may revoke this license at any time by written notice.

14. Force Majeure

Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, such as governmental action, fire, strike, war, flood, accident, epidemic, embargo, or failure of third-party infrastructure, for as long as the cause exists.

15. Changes to this Agreement

15.1 We may update this Agreement from time to time. Each version is identified by the version number and effective date at the top of this page, and archived copies of prior versions are available on request.

15.2 If we make a material change, we will give at least 30 days advance notice before it takes effect, by email to Customer’s account email, by notice in the Service, or by prominent notice on our website, unless the change is required for legal or security reasons. Continued use of the Service after a change takes effect constitutes acceptance of the change; if Customer objects, it may terminate under Section 9.2 and export its data. Changes do not apply retroactively.

16. Governing Law and Venue

This Agreement is governed by the laws of the State of Wisconsin, without regard to its conflict-of-law rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. Any dispute arising out of or relating to this Agreement or the Service will be brought exclusively in the state courts sitting in Outagamie County, Wisconsin, or the United States District Court for the Eastern District of Wisconsin, and each party consents to the personal jurisdiction and venue of those courts. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY SUCH DISPUTE.

17. General Provisions

17.1 Entire agreement. This Agreement, together with any documents expressly incorporated by reference, is the entire agreement between the parties regarding early access to the Service and supersedes all prior or contemporaneous agreements and understandings on that subject. This Agreement controls over any referenced policy.

17.2 Independent contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, or employment relationship, and there are no third-party beneficiaries; Patrons are not third-party beneficiaries of this Agreement.

17.3 Assignment. Customer may not assign this Agreement without our prior written consent, except to a successor organization with notice to us. We may assign this Agreement to an affiliate or to a successor in a merger, acquisition, or sale of substantially all assets. Any other attempted assignment is void.

17.4 Notices. We may give notices to Customer by email to the account email on file, by notice in the Service, or by prominent notice on our website. Customer may give notices to us at sales@foundtechsolutions.com or through the contact form on our website; notices of termination must be in writing (email suffices). Notices from us are deemed given when sent to the account email on file; notices from Customer are effective when we receive them, and we will confirm receipt of termination notices promptly.

17.5 Severability; waiver. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions remain in full force, and the parties will replace the affected provision with a valid one having as near as possible the same effect. A failure to enforce a provision is not a waiver of it.

17.6 Electronic acceptance. This Agreement may be accepted electronically, and electronic acceptance has the same force as a handwritten signature.