Terms of Service

You accept these Terms by creating an account, using VenueWS, or clicking to accept. If you accept on behalf of a company or other organisation, you represent that you have authority to bind it, and “you” means that organisation. You must be at least 18 and legally able to enter a contract. If you do not accept, do not use VenueWS.

These Terms incorporate our Privacy Policy and, where we process personal information on your behalf, our Data Processing Addendum, which applies automatically and needs no separate signature.

• Service — VenueWS, including the web application, the scanner, the public API, and anything we provide with them.
• Customer Data — everything you or your users put into the Service or that is generated by your use of it, including guest details, RSVPs and check-in records.
• Guest — a person you invite to an event through the Service.
• User — you and anyone you allow into your workspace, including staff operating a door.
• Plan — the subscription tier you have chosen, with the limits published on our pricing page and shown in the app.

The Service issues revocable QR invitations, collects RSVPs, checks guests in at a door through a paired scanner or a signed-in phone, and reports attendance. We provide it as described on our site at the time you subscribe. We grant you a non-exclusive, non-transferable, revocable right to use it during your subscription, for your own business purposes, subject to these Terms.

We improve the Service continuously and may add, change or remove features. We will not remove a feature that is material to a paid Plan without at least 30 days’ notice by email to account holders; if such a removal materially reduces the value of your Plan you may cancel and we will refund the unused part of your current period.

You are responsible for everything done under your account, for the accuracy of your account details, for keeping credentials and API keys confidential, and for your Users — including their access to Guest personal information. Seats are per-person and may not be shared. Tell us promptly at hello@dmsworkspace.com if you suspect unauthorised access. We are not liable for loss arising from credentials you failed to keep secure, and you remain responsible for activity under your account until you tell us.

Customer Data is yours. You keep all rights in it. You grant us only the licence needed to host, process, transmit and display it in order to provide the Service, to support you, and to comply with law. We do not use Customer Data for our own purposes, do not sell it, do not use it to train machine-learning models, and do not contact your Guests except as you instruct through the Service. Our DPA puts that in enforceable terms.

In return, you represent and warrant that:

• you have all rights, permissions and lawful bases necessary to provide Customer Data to us and to have us process it as described;
• you have given your Guests whatever privacy notice their jurisdiction requires, identifying you as the party responsible for their data;
• your use of the Service, and the events you run with it, comply with all laws applicable to you, including privacy, marketing, consumer protection, ticketing and venue-safety laws; and
• you will respond to your Guests’ privacy requests, which you can satisfy yourself inside the product.

You are the controller of Guest personal information and we are your processor and service provider. You decide what is collected, who sees it and how long it is kept.

When you issue an invitation or enable reminders, you are instructing us to send messages on your behalf to the addresses and phone numbers you supplied. You represent and warrant that you have obtained every consent that applicable law requires for those messages — including, where applicable, the prior express consent required by the Telephone Consumer Protection Act and its state equivalents for calls and text or WhatsApp messages, and compliance with the CAN-SPAM Act for email. You will honour opt-out requests you receive and will not use the Service to send unsolicited marketing to anyone.

You are solely responsible for the content of messages you cause to be sent and for the consent behind them. Section 19 gives us an indemnity for claims arising from either. We may suspend messaging on an account that generates complaint or bounce rates our providers treat as abusive, or that appears to be sending without consent.

The Service is built for names, contact details and attendance. You may not enter, upload or transmit through it, in any field including free-text notes:

• protected health information or any health, medical, dietary-medical or accessibility-need records;
• government identifiers — Social Security, passport, driver’s licence or similar numbers;
• payment card numbers, bank account or other financial account credentials;
• biometric identifiers or templates;
• precise geolocation, credentials, or the contents of private communications;
• information about children under 13, or any information whose collection requires parental consent;
• anything classed as sensitive personal information or special category data under applicable law.

We have not designed, and do not represent that the Service is suitable for, data subject to HIPAA, PCI-DSS, GLBA, FERPA or ITAR; we will not sign a Business Associate Agreement. If you put such data in anyway, you do so at your own risk and section 19 applies.

You will not, and will not permit anyone to:

• use the Service to send unsolicited marketing, to harass, or to break any law;
• upload malicious code, or interfere with or disrupt the Service, its infrastructure, or anybody else’s use of it;
• probe, scan or test the vulnerability of the Service, or breach its authentication, without our prior written permission — responsible-disclosure reports to hello@dmsworkspace.com are welcome and we will not pursue good-faith researchers who follow that route;
• access the Service to build a competing product, or publish a benchmark or comparison of it, without our written consent;
• reverse engineer, decompile or disassemble the Service except where that restriction is unenforceable by law;
• resell, sublicense, time-share or provide the Service as a service bureau to third parties without our written agreement;
• scrape it, use it with automated systems beyond the published API and its rate limits, or circumvent Plan limits, rate limits or technical restrictions;
• remove or obscure any proprietary notice, or misrepresent your affiliation with us.

We may investigate suspected breaches and may suspend or terminate an account involved in one; where practical we will tell you first, and we will always tell you why.

You may connect the Service to third-party products — Eventbrite, Google Sheets, Zapier, Make, WhatsApp, wallet providers and others. Those are provided by their own operators under their own terms and privacy policies. Enabling an integration authorises us to exchange the data it needs on your behalf. We do not control those services, do not warrant them, and are not liable for what they do, for their availability, or for data once it has passed to them at your direction.

Paid Plans are billed monthly in advance through PayPal at the price shown when you subscribe. Plans are metered by guests admitted in a calendar month, by the number of people in your workspace, and by the number of doors in use. The current limits and prices are on our pricing page and inside the app.

The door never refuses a guest for a billing reason

If you exceed your Plan’s monthly guest count, the door keeps admitting people and the excess is billed at the overage rate for your Plan on your next invoice. This is a commitment, not an oversight: the alternative is a queue stopped by an invoice. Every other limit — venues, events, seats, doors — is enforced when you try to exceed it, in the office rather than at the door, and can be lifted by upgrading.

Taxes, payment and disputes

Fees exclude taxes. You are responsible for sales, use and similar taxes on your subscription, except taxes on our income; where we are required to collect them they will be added to your invoice. Fees are payable in US dollars. If a payment fails we may retry it, and we may suspend the account after notice if it remains unpaid; amounts more than 30 days overdue may bear interest at 1.5% per month or the maximum the law allows, whichever is lower, plus reasonable collection costs. Raise a billing dispute with us within 60 days of the invoice; initiating a chargeback without contacting us first is a breach of these Terms and may result in suspension.

Price changes and refunds

We will give at least 30 days’ notice by email before a price change, and a change never applies to a period you have already paid for. Fees already paid are non-refundable except where these Terms say otherwise or the law requires it; we will refund the unused portion of a period if we terminate your account without cause or discontinue the Service.

Your subscription renews automatically at the end of each monthly period, at the then-current price for your Plan, and is charged to your PayPal payment method, until you cancel. You may cancel at any time from the Billing page in the app, in a few clicks and without contacting us, or by emailing hello@dmsworkspace.com. Cancellation takes effect at the end of the period you have paid for: you keep your Plan until then and are not charged again. We send a receipt for every charge and will notify you by email before any change to the renewal price.

A free Plan is provided without charge and without any warranty or support commitment, and we may change or discontinue it at any time. Features we label beta, preview or experimental are provided as-is, may not work, may change or disappear, and should not be relied on for a live event; the liability limits in section 20 apply to them with particular force. Our total liability for a free Plan or a beta feature is limited to one hundred US dollars.

Support is by email at hello@dmsworkspace.com on business days, on a commercially reasonable basis. We work hard to keep VenueWS available, particularly during events, and the scanner is designed to keep admitting guests through a loss of connectivity. We do not commit to a specific uptime percentage on our standard Plans and do not promise the Service will be uninterrupted, timely, secure or error-free. Plan for the night: keep the scanner’s offline list current and export your guest list in advance. A written service level agreement is available on request for larger accounts.

We may suspend your access, in whole or in part, if: your account is overdue after notice; your use threatens the security, integrity or availability of the Service or anybody else’s data; we reasonably believe you are breaching sections 6, 7 or 8; or the law requires it. We will give notice and a chance to fix the problem where it is practical and lawful to do so, and will restore access promptly once the cause is resolved. Suspension does not relieve you of fees for the period.

These Terms run while you have an account. You may stop using the Service and delete your workspace at any time. Either party may terminate for material breach that is not cured within 30 days of written notice. We may terminate immediately for a breach of sections 6, 7 or 8, for non-payment after notice, or if required by law.

After termination: your right to use the Service ends; accrued fees remain payable; and you may export Customer Data for 30 days, after which we delete it on the schedule in the Privacy Policy and cannot recover it for you. Export before you close a workspace. Sections that by their nature should survive — 5, 7, 16 to 21, and 26 — survive termination.

The Service, its software, design, documentation and the VenueWS name and marks are ours and remain ours; nothing here transfers them. Your data, logo and brand remain yours, and you grant us only the licence in section 5.

If you send us feedback or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without obligation or attribution — we would rather build your idea than negotiate for it. We will not use your name or logo as a customer reference without your prior written consent, which you may withdraw at any time. We may compile aggregated, de-identified statistics about use of the Service and use them to operate and improve it, provided they never identify you, your Guests or your events.

Each party may receive information of the other that is marked confidential or would reasonably be understood to be — including, for us, Customer Data, and for you, our non-public pricing and technical information. Each party will protect the other’s confidential information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisers who need it and are bound to confidentiality. This does not apply to information that is public through no fault of the recipient, was already known, is independently developed, or is lawfully received from a third party. A party compelled by law to disclose may do so after giving notice where lawful.

Each party warrants that it has the authority to enter these Terms. We warrant that we will provide the Service with reasonable skill and care and in accordance with the security commitments in the DPA.

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT IT WILL MEET YOUR REQUIREMENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO PARTS OF THIS MAY NOT APPLY TO YOU.

By you

You will defend, indemnify and hold harmless DMS Workspace, its members, officers, employees and agents from and against any third-party claim, demand, action or proceeding, and all resulting losses, damages, liabilities, settlements, penalties, fines, costs and reasonable legal fees, arising out of or relating to: (a) Customer Data, including a claim that you lacked the rights to provide it or to have us process it; (b) messages sent through the Service to people who had not given the consent the law requires, including any claim under the TCPA, CAN-SPAM or their state equivalents; (c) your breach of sections 5, 6, 7 or 8; (d) your events themselves, including anything that happens at a venue or door; or (e) your violation of law or of a third party’s rights.

By us

We will defend you against a third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes a US patent, copyright or trademark, and will pay damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, from your combination of the Service with anything we did not supply, from your use after we told you to stop, or from a modification you made. If the Service becomes, or we believe it may become, the subject of such a claim, we may procure the right to continue, modify it to be non-infringing, or terminate the affected subscription and refund the unused portion of your fees. This paragraph states our entire liability for intellectual-property infringement.

Process

The party seeking indemnity must give prompt written notice, allow the other to control the defence, and give reasonable cooperation at the indemnifying party’s expense. No settlement that admits fault or imposes an obligation on the indemnified party may be made without its consent.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, OR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS.

Excluded claims. These limits do not apply to your payment obligations, to your indemnity obligations in section 19, to either party’s gross negligence, fraud or wilful misconduct, or to any liability that cannot be limited by law.

These limits apply even if a limited remedy fails of its essential purpose, and they allocate risk between us in exchange for the price of the Service. Some jurisdictions do not allow certain exclusions, in which case they apply to you only to the extent permitted.

Time limit. Any claim arising out of or relating to these Terms or the Service must be brought within one year after it arises, or it is permanently barred, except where the law does not permit such a limit.

Talk to us first

Before starting anything formal, email hello@dmsworkspace.com describing the problem and what you want, and give us 30 days to resolve it. Most problems are cheaper to fix than to argue about, and this step is a condition of starting arbitration or a lawsuit.

Binding individual arbitration

If we cannot resolve it, you and we agree that any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or its Consumer Rules where they apply), before a single arbitrator, in Miami-Dade County, Florida, or by videoconference or on documents at your election. The arbitrator decides all issues except the enforceability of the class waiver below, which is for a court. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this section.

Class action and jury waiver

You and we waive the right to a jury trial and the right to bring or participate in a class, collective, consolidated or representative action. The arbitrator may award relief only to the individual party seeking it and only to the extent necessary to provide relief on that party’s own claims. If this class-waiver paragraph is found unenforceable as to a particular claim, that claim alone proceeds in court under section 22 and the rest of this section continues to apply.

What is not arbitrated

Either party may bring an individual claim in small-claims court, and either party may seek injunctive relief in court to protect intellectual property, confidential information, or against unauthorised access to the Service.

Your right to opt out

You may opt out of this arbitration section by emailing hello@dmsworkspace.com with the subject “Arbitration opt-out”, your name and your account email, within 30 days of first accepting these Terms. Opting out costs you nothing, affects nothing else, and we will confirm it in writing. If you opt out, section 22 governs disputes.

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws rules, and excluding the UN Convention on Contracts for the International Sale of Goods. For any dispute not subject to arbitration, the state and federal courts in Miami-Dade County, Florida have exclusive jurisdiction, and both parties consent to that venue and waive any objection to it.

You represent that you are not located in, organised under the laws of, or ordinarily resident in a country or region subject to comprehensive US sanctions, and that you are not on any US government list of restricted parties. You will not use or export the Service in violation of US export control or sanctions laws, and will not permit anyone on those lists to use it. The Service is “commercial computer software” under FAR 12.212 and DFARS 227.7202; US Government users receive only the rights granted to all other users.

If you believe material accessible through the Service infringes your copyright, send a notice under the Digital Millennium Copyright Act to hello@dmsworkspace.com identifying the work, the material and its location, your contact details, a statement of good-faith belief that the use is unauthorised, a statement under penalty of perjury that your notice is accurate and you are authorised to act, and your signature. We will respond as the DMCA requires, will forward counter-notices, and will terminate the accounts of repeat infringers.

Neither party is liable for a failure or delay caused by something beyond its reasonable control — including natural disaster, war, terrorism, civil unrest, labour action, epidemic, government action, failure of the public internet, a utility or telecommunications outage, or the failure of a third-party service provider — provided it takes reasonable steps to mitigate. This does not excuse an obligation to pay.

• Entire agreement. These Terms, the Privacy Policy and the DPA are the whole agreement about the Service and supersede prior discussions. If we sign a separate written agreement or order form with you, it prevails over these Terms where they conflict.
• No purchase-order terms. Terms on your purchase order or vendor portal do not apply and are rejected, even if we acknowledge or process the order.
• Assignment. You may not assign these Terms without our written consent, except to a successor of your business that is not our competitor, on notice. We may assign to an affiliate or a successor in a merger or sale of assets.
• No third-party beneficiaries. Nobody other than you and us has rights under these Terms.
• Independent contractors. The parties are independent contractors; nothing creates a partnership, joint venture, agency or employment relationship.
• Severability and waiver. If a provision is unenforceable it is limited or severed to the minimum extent and the rest stays in force. A failure to enforce is not a waiver.
• Notices. We give notice by email to the address on your account or by posting in the app; you give notice to hello@dmsworkspace.com. Notice is effective when sent, unless a section here says otherwise.
• Electronic contracting. You consent to transact electronically and agree that your electronic acceptance, and records we keep of it, satisfy any legal requirement that an agreement be in writing and signed.
• Interpretation. Headings are for convenience. “Including” means “including without limitation”. These Terms will not be construed against the drafter.

We may change these Terms. Changes take effect when posted with an updated date, except that a material change takes effect 30 days after we post it and email account holders — and if you do not accept it, you may cancel before it takes effect and we will refund the unused part of your current period. Continuing to use the Service after a change takes effect means you accept it. Changes do not apply retroactively to a dispute we already know about.

DMS Workspace LLC, Florida, United States — hello@dmsworkspace.com. See also our Privacy Policy, our Data Processing Addendum and our sub-processor list.