Terms of Service

See also the Privacy Policy.

RosterUp — Terms of Service

DRAFT — for review by counsel; not yet in force

This document has not been reviewed or approved by a licensed attorney and is not legal advice. It is a drafting starting point written from the product's actual behaviour as specified in documentation/. Nothing here binds anyone until counsel has reviewed it, the open facts below are settled, and the owner publishes it with an effective date.

Facts to confirm before publication

Effective date: [EFFECTIVE DATE]

RosterUp is operated by VDA Solutions LLC, a New York limited liability company, at [LEGAL ADDRESS] ("RosterUp", "we", "us"). These Terms govern your use of the RosterUp applications, websites and API at rosterup.vip.

By creating an account, joining an Organization, or using RosterUp, you agree to these Terms. If you are agreeing on behalf of a company, you confirm you have authority to bind it, and "you" means both you and that company.

RosterUp is a business tool for venues, agencies and talent. It is not intended for consumers and is not a social network.

1. Definitions

Booking — a record in RosterUp describing an engagement: a date, a place, times, terms and the Organizations involved.

Member — a User with an active membership in an Organization, holding one role in it.

Organization — an account that represents a business or an act. Every Organization has exactly one type: Venue, Agency or Talent.

Venue — an Organization that hosts live entertainment.

Agency — an Organization that represents Talent and arranges Bookings.

Talent — an Organization that performs: a DJ, band, solo artist, comedian, host, tribute act or any other bookable act. A solo performer is an Organization with one Member.

Managed Talent Record — a Talent Organization created by an Agency on behalf of an act that has not yet joined RosterUp. See §10.

User — an individual person with a RosterUp login.

Connected Organization — an Organization with which you have an active relationship in RosterUp (venue–talent, venue–agency or agency–talent).

Content — anything you or your Organization put into RosterUp: profile and business information, Booking details and notes, documents, photos, video, audio, availability, messages and any other material.

2. The service

RosterUp gives Organizations a shared place to find each other, hold relationships, publish availability, propose and negotiate Bookings, keep a calendar, and share documents and media.

We may change, add or remove features. Where a feature is planned but not built, the app says so plainly rather than presenting a control that does nothing. Nothing in our roadmap, marketing or documentation is a commitment to ship a specific feature by a specific date.

3. Accounts

3.1 Eligibility. You must be at least 18 years old and able to enter a binding contract. RosterUp is a business tool; we do not knowingly create accounts for minors.

3.2 Your login is yours. One person, one account. Do not share your password. Keep your contact email current — it is how we verify you, reset your password and send you Booking notifications. You are responsible for everything done under your login.

3.3 Verification. We require a verified email address before you can create an Organization or accept an invitation.

3.4 Security. Tell us at [SUPPORT EMAIL] as soon as you suspect someone else has access to your account. You can end all of your sessions at any time from your account settings.

4. Organizations and membership

4.1 You may belong to several. A User may be a Member of any number of Organizations — a sound engineer can be staff at a venue and a member of a band. You act as one Organization at a time, and what you can see and do is determined by your role in the Organization you are acting as.

4.2 The Organization owns its data. Content created inside an Organization belongs to that Organization, not to the individual Member who typed it. If you leave, the Content stays.

4.3 Roles and permissions. Each Organization controls its own roles. Owners and anyone holding the relevant permission may invite, remove and re-role Members. An Organization must always have at least one Owner.

4.4 Authority. If you create or join an Organization that represents a business, you confirm you are authorized to act for that business in RosterUp — including agreeing to these Terms, buying a subscription, and accepting Bookings on its behalf.

4.5 Between yourselves. Disputes among Members of an Organization, or about who controls an Organization, are yours to resolve. We will not adjudicate them. In a genuine deadlock we may, at our discretion, suspend an Organization until it is resolved.

5. Acceptable use

Do not:

• use RosterUp to arrange anything unlawful, or to book or promote an event that violates applicable

law;

• upload Content you do not have the rights to, or that infringes anyone's copyright, trademark,

publicity or privacy rights;

• misrepresent who you are, who you represent, or what an act is — including creating an

Organization for an act you have no relationship with, other than a Managed Talent Record made in good faith under §10;

• harass, threaten, defame or discriminate against anyone through RosterUp, including in Booking

notes, internal notes, messages and feedback;

• scrape, crawl, bulk-export or otherwise systematically collect other Organizations' data, or use

RosterUp's directory, roster or search to build a competing dataset;

• resell, sublicense or provide RosterUp to a third party as your own service;
• probe, load-test, reverse engineer, or attempt to bypass authentication, permissions,

rate limits, entitlements or any other control;

• upload malware, or anything designed to interfere with RosterUp or its users;
• use RosterUp to send unsolicited bulk email, or to invite people who have not agreed to hear from

you (see §9).

We may investigate suspected violations and take the steps in §12.

6. RosterUp is a tool, not a party to your Bookings

This section is the heart of the agreement. Read it.

6.1 We are not a party. Every Booking, offer, counter-offer, rate, deposit, rider, cancellation term and agreement recorded in RosterUp is between the Organizations involved. RosterUp is not a party to it, not an agent for any party, not a booking agency, not a promoter, not an employer, and not a guarantor.

6.2 We do not guarantee performance or payment. We do not guarantee that an act will appear, that a venue will open, that a set will be what was described, that anyone will be paid, or that anyone will be paid on time. We do not verify creditworthiness, licensing, insurance, work authorization, or the accuracy of anything an Organization publishes about itself.

6.3 We do not handle your money. RosterUp does not process payments between Organizations. It does not hold funds, escrow deposits, take commissions from your Bookings, or issue payouts. Subscription fees (§7) are the only money that moves through RosterUp. Amounts recorded on a Booking — rates, deposits, commissions, payouts, balances — are your record-keeping, not a transaction.

6.4 We are not the agreement. A Booking record in RosterUp, including an attached PDF, is a record of what you told each other. Whether you have a contract, and what it says, is a matter between you and your counterparty and their governing law. RosterUp provides no signature workflow and makes no representation that anything in it is executed, enforceable or complete.

6.5 Your responsibilities. You are responsible for your own licenses, permits, insurance, taxes, withholding, immigration and work-authorization requirements, performing-rights obligations, health and safety compliance, and the terms you agree to.

6.6 Disputes between Organizations. Take them up with each other. We may, entirely at our discretion and without any obligation, provide records from your own account in response to a valid legal process, but we are not a mediator, arbitrator or witness by arrangement.

7. Subscriptions

7.1 Plans. Some capabilities require a paid plan. At launch:

• A Venue that books only through an Agency uses RosterUp free.
• A Venue that books Talent directly — with no Agency on the Booking — needs the paid Venue plan.

The paid plan is also what enables recurring entertainment schedules.

• An Agency needs a paid plan to create Bookings.
• Talent is free.

Plan names, prices, limits and what each plan includes are shown in the app in billing settings, and those in-app values are authoritative. We may change what a plan includes; §7.6 governs price changes.

7.2 Billing. Paid plans are billed in advance, through a third-party payment processor, for the interval shown at checkout. Card details go to the processor, never to us — we store only the processor's reference. Prices exclude taxes unless stated; you are responsible for any sales, use or similar taxes.

7.3 Trials. Agencies get a free trial when they first take a paid plan, of the length shown at signup. A trial converts automatically to a paid subscription at the end of the trial unless you cancel before it ends. One trial per Organization.

7.4 Auto-renewal. Subscriptions renew automatically at the end of each interval at the then-current price until cancelled. You authorize us and our processor to charge your payment method on each renewal.

7.5 Cancellation and downgrade. You may cancel at any time in billing settings. Cancellation takes effect at the end of the current paid period — you keep the paid capabilities until then, and we do not pro-rate the remainder. Downgrading never deletes anything: Bookings you already created remain readable, editable and cancellable, and existing recurring schedules keep running. What a downgrade removes is the ability to start new gated work — creating a new direct Booking, sending a draft direct Booking, or creating a new recurring schedule. Where a numeric limit is now exceeded, nothing is deleted or hidden; the limit applies to the next thing you try to add.

7.6 Price changes. We may change subscription prices. We will give notice to the Organization's billing contact at least [30] days before a change takes effect on your renewal. If you do not accept the new price, cancel before that renewal.

7.7 Refunds. [PLACEHOLDER — refund policy to be set by the owner and reviewed by counsel. Draft default: subscription fees are non-refundable except where required by law, and cancelling stops future charges rather than refunding the current period.]

7.8 Failed payment. If a renewal fails we will retry and notify the Organization. Capabilities continue during a short grace period shown in the app. If payment is still not made, the Organization moves to the free tier for its type, and for an Agency that means it cannot create new Bookings until billing is fixed. Nothing is deleted.

7.9 Complimentary and adjusted accounts. We may grant an Organization a plan, a limit change or a trial at no charge. Anything granted this way is revocable and creates no entitlement to keep it.

8. Your Content and media

8.1 You keep your rights. Your Content is yours. We claim no ownership in it.

8.2 The license you give us. You grant RosterUp a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, encode, resize and reformat your Content, and to display and deliver it to the people and Organizations your own settings allow. That license exists to run the service — to serve your photos, generate a thumbnail, build a media kit, deliver a rider to a venue on a Booking — and for nothing else. It ends for a given item when you delete it, subject to the backup window in §16.4.

8.3 Your visibility settings govern who sees what. Documents and media each carry a visibility setting you control:

• Private — your Organization only.
• Connected — Organizations you have an active relationship with. Pausing or ending a

relationship stops that access on the next request.

• Booking participants — the Organizations on a specific Booking.
• Public — anyone with the link, including people who are not signed in. Only choose this for

material you intend to be public, such as promotional photos.

Media also carries usage rights you set: promotional use approved, ask first (the file is delivered with a notice, and you are told who downloaded it), or internal only (never leaves your Organization). Choose these deliberately — they are how RosterUp knows what a venue may put on a flyer.

8.4 What you promise about your Content. You represent that you own or have all rights necessary to your Content and to grant the license in §8.2; that your Content and its use as you have configured it do not infringe anyone's rights; and that where a photograph, recording or logo was made by someone else, you have the right to distribute it for the uses you have enabled and have credited them where required.

8.5 We do not screen. We do not pre-review Content. We may remove Content or restrict its visibility if we believe in good faith that it violates these Terms or the law, or exposes us or our users to liability.

8.6 Copyright complaints. If you believe Content on RosterUp infringes your copyright, send a notice to [SUPPORT EMAIL] with: your contact details; identification of the work; identification of the material and enough detail for us to find it; a statement that you believe in good faith the use is not authorized; a statement, under penalty of perjury, that the notice is accurate and that you are the owner or authorized to act for them; and your signature. We will remove or disable access to material we determine is infringing, notify the Organization that uploaded it, and give them a chance to send a counter-notice. We terminate accounts of repeat infringers. [Confirm whether a DMCA agent has been designated with the U.S. Copyright Office, and insert the agent's name and address here.]

9. Invitations and third-party data

RosterUp works by connecting Organizations, and you connect them by inviting people.

9.1 What you promise when you invite someone. When you enter another person's email address to invite them — to join your Organization, to form a relationship, or to claim a Talent record — you confirm that you have a genuine business relationship with them and are permitted to give us their address for this purpose. We send them one invitation, plus your resends, and nothing else. We do not add them to a marketing list.

9.2 Contact records you add. The same applies to venue contacts, day-of-show contacts and act member details you enter about people who are not RosterUp users: only add contact details you are entitled to hold and share with the Organizations you are sharing them with.

9.3 If it was wrong. If someone tells us they did not want to be invited, or that details about them are held by you without a basis, we will act on it — including removing the data — and may ask you to explain.

10. Managed Talent Records and claiming

10.1 Why they exist. An Agency can create a Talent Organization for an act that is not yet on RosterUp, so the roster and the calendar are complete on day one. Until it is claimed, the Agency operates it: the Agency maintains the profile, uploads the act's media, and books it.

10.2 What the Agency promises. By creating a Managed Talent Record you confirm that you actually represent, or are actively working with, that act; that the information and media you put in it are accurate and that you have the right to use them; and that you will hand it over when asked.

10.3 Claiming. The act can claim the record through an invitation from the Agency. On claiming, the person who claims it becomes an Owner of that Talent Organization, and the Agency's operating access narrows to what any connected Agency has. The record — profile, media, Booking history — goes with the act, not the Agency.

10.4 If an Agency will not release a record. Contact [SUPPORT EMAIL]. Where an act shows us a reasonable basis, we may transfer or unpublish a Managed Talent Record. We are not obliged to adjudicate a representation dispute, and we may leave a contested record suspended until the parties resolve it.

10.5 Ending representation. Ending an agency–talent relationship does not delete the Talent Organization or its Bookings.

11. Availability and calendar data

11.1 You control the reach. Talent chooses who sees its availability: nobody, connected Agencies, selected Organizations, connected Venues, or (later) a public marketplace listing.

11.2 Detail versus busy. Viewers who may see your calendar but not its detail see only that you are unavailable. Titles, locations, notes and money are never shown to someone who is not entitled to them. An external gig you enter to block a date shows to your Agency as "Unavailable", not as the event.

11.3 Internal notes stay internal. Notes an Organization keeps about a counterparty — ratings, directory status, internal notes on a relationship or a Booking — are returned only to the Organization that wrote them. Do not treat that as a promise of secrecy from legal process, and do not write anything you would not stand behind.

11.4 Conflicts are information. RosterUp warns about double-bookings and availability conflicts. It does not prevent them; some acts legitimately play twice in a night. The warning is yours to act on.

12. Suspension and enforcement

12.1 What we may do. If we believe in good faith that you or your Organization has violated these Terms, created legal risk for us or another user, or is being used fraudulently, we may restrict a feature, remove or unpublish Content, suspend a User, suspend an Organization, or terminate the account.

12.2 What suspension does. Suspending an Organization stops it from writing — creating and changing Bookings, uploading, inviting — while leaving reads open, so its Members can still retrieve their own data. Suspending a User ends that person's sessions and blocks sign-in. Memberships are not deleted.

12.3 Notice. We will tell you why, unless telling you would be unlawful, would compromise an investigation, or would put someone at risk. Where the issue is fixable, we will say what would fix it.

12.4 Administrative access. A small number of RosterUp staff can look up accounts, Organizations, plans and audit records to run the service, support you and handle abuse. Their access is logged. It does not extend to reading your Booking notes, your messages or your documents in the ordinary course; where support genuinely requires it, we ask you first, and access is recorded. We have no ability to sign in as you.

13. Disclaimers

RosterUp is provided as is and as available. To the fullest extent permitted by law, we disclaim all warranties, express or implied, 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, timely, secure or error-free; that notifications, reminders or emails will be delivered or delivered on time; that conflict detection will catch every conflict; or that any data will be free of errors introduced by the people who entered it.

We make no representation about any Organization, act, venue, rate or engagement listed on RosterUp. Your decision to work with someone you found here is yours.

14. Limitation of liability

To the fullest extent permitted by law:

14.1 Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost bookings, lost business, lost goodwill or lost data, even if advised of the possibility.

14.2 Our total liability for all claims arising out of or relating to RosterUp or these Terms is limited to the greater of (a) the subscription fees you paid us in the twelve months before the event giving rise to the claim, or (b) one hundred U.S. dollars.

14.3 We are not liable for anything arising out of a Booking, an engagement, a cancellation, a no-show, a non-payment, a dispute between Organizations, or the conduct of any user — the subject of §6.

14.4 These limits apply regardless of the theory of liability and survive any failure of an exclusive remedy. Some jurisdictions do not allow certain exclusions; in those, this section applies to the maximum extent permitted.

15. Indemnification

You will defend, indemnify and hold harmless VDA Solutions LLC and its officers, members, employees and agents against any claim, demand, loss, liability and reasonable legal fees arising out of: your Content; your use of RosterUp; your Bookings and engagements; your invitations and any contact data you entered; your Managed Talent Records; your breach of these Terms; or your violation of any law or third-party right. We will notify you of the claim and may participate in the defense with our own counsel at our expense; you will not settle anything that admits fault on our behalf without our written consent.

16. Term, termination, export and deletion

16.1 Term. These Terms apply while you have an account.

16.2 You can leave. You may close your account at any time. An Organization Owner may close an Organization. If you are the only Owner of an Organization with other Members, transfer ownership first or close the Organization.

16.3 Export. Before you close an account or Organization, you can export your data from the app. We will also provide a machine-readable export on request to [SUPPORT EMAIL] from a verified Owner. Ask before you close — see §16.4.

16.4 Deletion. When you close an account or Organization, we delete or de-identify its data within [30] days, except: records we must keep by law (tax and billing records); audit-log entries, which are append-only and retained for security and dispute history with identifiers reduced to what the record requires; and content on another Organization's side of a shared record. A Booking has two or more sides — deleting your Organization does not erase the other party's copy of a Booking you both participated in, or the offers, revisions and approvals that make up its history. Backups age out on their own cycle, within [35] days.

16.5 We can terminate. We may terminate these Terms and close accounts for material breach, for non-payment after notice, or if we discontinue RosterUp. If we discontinue the service, we will give reasonable notice and a window to export.

16.6 Survival. §§6, 8.4, 13, 14, 15, 16.4, 17 and 19 survive termination.

17. Governing law and disputes

17.1 Governing law. These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws rules.

17.2 Venue. Subject to §17.3, the state and federal courts located in New York County, New York have exclusive jurisdiction, and both parties consent to personal jurisdiction there and waive any objection to that venue.

17.3 [OPTIONAL — arbitration. Include or delete on counsel's advice.]

[Any dispute arising out of or relating to these Terms or RosterUp will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in New York County, New York. Judgment on the award may be entered in any court of competent jurisdiction. Each party brings claims only in its individual capacity and not as a plaintiff or class member in any class or representative proceeding, and the arbitrator may not consolidate claims or preside over any class proceeding. Either party may bring an individual action in small-claims court, and either party may seek injunctive relief in court to protect its intellectual property or confidential information. If the class waiver in this section is held unenforceable, this entire arbitration section is void.]

17.4 Time limit. Any claim must be brought within one year after it arises, or it is permanently barred, except where a longer period is required by law.

18. General

18.1 Changes to these Terms. We may update these Terms. If a change is material, we will give at least [30] days' notice by email to account holders and in the app before it takes effect. Continuing to use RosterUp after the effective date means you accept the change. If you do not, close your account before then. The current version is always published at https://rosterup.vip/legal/terms, with its effective date at the top.

18.2 Entire agreement. These Terms and the Privacy Policy are the whole agreement between us about RosterUp and replace any prior understanding on the subject.

18.3 No waiver. Not enforcing a provision once does not waive it.

18.4 Severability. If a provision is held unenforceable, it is limited or removed to the minimum extent necessary and the rest stays in force.

18.5 Assignment. You may not assign these Terms without our written consent, except to a successor of your business that assumes them. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.

18.6 Force majeure. Neither party is liable for a delay or failure caused by something outside its reasonable control.

18.7 Independent parties. Nothing here creates a partnership, joint venture, agency or employment relationship between us.

18.8 Feedback. If you send us feedback or a feature request, we may use it without obligation or compensation. Do not send us anything confidential in a feedback report.

SMS / Text Message Program Terms

RosterUp offers optional text message notifications ("RosterUp Reminders") for booking-related events such as booking requests, confirmations, changes, and day-of reminders (for example load-in and set times).

• Opt-in. You enroll only by turning on text notifications in the RosterUp app and confirming a

verification code sent to your mobile number. Consent to receive texts is not a condition of any purchase or of using RosterUp.

• Message frequency. Message frequency varies with your booking activity; typically no more than

a few messages per booking. Message and data rates may apply.

• Opt-out. Reply STOP to any message to cancel at any time. You will receive a single

confirmation text and then no further messages unless you re-enroll. You can also turn texts off in the app.

• Help. Reply HELP for assistance, or contact [SUPPORT EMAIL].
• Carriers. Supported carriers are not liable for delayed or undelivered messages.
• Privacy. See the Privacy Policy for how mobile numbers are handled. Mobile information is

never shared with third parties or affiliates for marketing or promotional purposes.

19. Contact

VDA Solutions LLC [LEGAL ADDRESS] [SUPPORT EMAIL]

For privacy questions, see the Privacy Policy.