Terms
Terms of Service
Last updated July 10, 2026. These Terms of Service (the “Terms”) constitute a binding agreement between Latent Works LLC, a Florida limited liability company (the “Company,” “we,” “us,” or “our”), and the individual or entity that accesses or uses the Rosterflow software-as-a-service platform (the “Service”) (“you” or the “Customer”). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you may not access or use the Service.
1. The Service
The Service is a software platform that enables venues to record and track booking calendars, lineups, and payments owed to and made to the artists and contractors they engage. The Service functions solely as a record-keeping tool: the Customer records the amounts it has agreed to pay and the amounts paid, and the Service maintains the corresponding ledger.
2. No Money Transmission
The Company does not transmit, hold, or move funds. The Company is not a bank, money transmitter, money-services business, or payment processor. Any payment made by the Customer to an artist or contractor—whether by Zelle, Venmo, Cash App, ACH, card, check, or cash—occurs entirely outside the Service, and the Service merely records its status. Should the Company later introduce functionality that moves funds, such functionality shall be governed by separate terms and conditioned upon the Customer’s express opt-in.
3. Accounts and Eligibility
Access to the Service requires an account, and authentication is performed by means of a one-time link or code delivered to the Customer’s email address. The Customer must be at least eighteen (18) years of age. Any person accepting these Terms on behalf of a venue, company, or other entity represents and warrants that they are authorized to bind that entity. The Customer is responsible for maintaining the confidentiality of its account credentials and for all activity occurring under its account, and shall notify the Company promptly upon becoming aware of any unauthorized access.
4. Subscriptions and Billing
Paid plans are billed monthly, in United States dollars, in advance, through the Company’s third-party payment processor, Stripe. New accounts are eligible for a fourteen (14) day free trial that includes Pro-tier features; the Customer’s payment method is collected upon registration but is not charged until the trial period ends. Thereafter, each subscription renews automatically on a monthly basis until cancelled. The Company may modify its pricing upon prior notice delivered by email.
5. Cancellation and Refunds
The Customer may cancel at any time through the billing portal, and access shall continue through the end of the then-current paid period. Fees already charged are non-refundable, and no cancellation fee applies.
6. Intellectual Property
The Company owns all right, title, and interest in and to the Service, including its software, design, and trademarks. Subject to these Terms, the Company grants the Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Service to operate the Customer’s venue for so long as the Customer’s account remains in good standing. The Customer shall not copy, resell, sublicense, reverse-engineer, or create derivative works of the Service, nor use the Company’s name or branding, without the Company’s prior written consent.
7. Customer Content
As between the parties, the Customer retains all ownership of the data and materials it submits to the Service (“Customer Content”), including its bookings, lineups, contacts, and files. The Customer hereby grants the Company a limited license to host, store, process, and display Customer Content solely as necessary to provide the Service.
The Customer is solely responsible for all information it enters concerning any third party, including contractors, artists, and any other individuals. The Customer represents and warrants that it has the right to provide such information and shall handle it lawfully and solely for legitimate booking and payment purposes. While the Company employs reasonable measures to safeguard such data, responsibility for what the Customer collects about third parties, and the purposes for which it does so, rests with the Customer.
8. Feedback
Any suggestions, ideas, or feedback that the Customer provides regarding the Service may be used by the Company for any purpose, without obligation or compensation to the Customer.
9. Acceptable Use
The Customer shall not use the Service to misrepresent payments to contractors, to evade tax or reporting obligations, or to facilitate any unlawful activity; nor shall the Customer scrape, probe, overload, or resell access to the Service. The Company may suspend any account engaged in such conduct.
10. Payments Occur Externally
The Customer is solely responsible for effecting payment to its artists and contractors and for the accuracy of the records it maintains within the Service. The Customer marks each engagement as paid; the Service constitutes a record of the Customer’s own entries and does not constitute evidence that any payment was in fact made.
11. Third-Party Services
The Service depends on third parties beyond the Company’s control, including Stripe (billing) and the payment applications and financial institutions the Customer uses to remit payment (including Zelle, Venmo, and Cash App). Such third parties are governed by their own terms, and the Company is not responsible for their fees, availability, or actions.
12. Intelligence Feature
The Service’s intelligence feature employs artificial intelligence to estimate an artist’s local draw based on public and first-party signals. Any such output constitutes an estimate only, may be incomplete or inaccurate, and shall not be relied upon as the sole basis for any booking or payment decision.
13. No Professional Advice
The Service assists with payment tracking and, in the future, the preparation of tax forms; it does not constitute tax, legal, or accounting advice, and the Company is not the Customer’s accountant. The Customer should consult a qualified professional with respect to any matter affecting its filings or books.
14. Availability
The Service is a developing product. Features may change, and interruptions or defects may occur. The Company endeavors to provide reliable, uninterrupted service but does not warrant or guarantee it.
15. Disclaimer of Warranties
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. THE SERVICE MAY CONTAIN DEFECTS, AND THE FIGURES AND INFORMATION IT DISPLAYS—INCLUDING TOTALS, BALANCES, AND PAYMENT STATUSES—MAY BE INACCURATE. THE CUSTOMER SHOULD INDEPENDENTLY VERIFY ANY MATERIAL INFORMATION, AND THE COMPANY SHALL NOT BE LIABLE FOR DECISIONS MADE IN RELIANCE ON INACCURATE OUTPUT. THE CUSTOMER’S BOOKS REMAIN THE CUSTOMER’S OWN RESPONSIBILITY.
16. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST BOOKINGS. THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE SHALL NOT EXCEED THE AMOUNTS PAID BY THE CUSTOMER TO THE COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
17. Indemnification
The Customer shall indemnify, defend, and hold harmless the Company from and against any claims, damages, liabilities, and reasonable costs (including attorneys’ fees) arising out of or relating to the Customer’s use of the Service in breach of these Terms or applicable law, including any dispute with a contractor or taxing authority concerning how the Customer recorded or reported a payment.
18. Limitation Period
Any claim arising out of or relating to the Service must be commenced within six (6) months after the cause of action accrues; thereafter, such claim is permanently barred, to the extent permitted by law.
19. Suspension and Termination
The Company may suspend or terminate any account at any time, with or without cause and without notice. The Customer may terminate its account at any time. Upon termination, the Customer’s data shall be retained unless and until the Customer requests its deletion in writing, as described in the Privacy Notice.
20. Modifications to these Terms
The Company may modify these Terms from time to time by posting the revised Terms on this page and, for material changes, providing notice by email. The Customer’s continued use of the Service following the effective date of any revision constitutes acceptance of the revised Terms.
21. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles. Before initiating any formal proceeding, the parties shall attempt in good faith to resolve any dispute by email.
22. Binding Arbitration; Class-Action Waiver
Except as set forth below, any dispute arising out of or relating to the Service or these Terms shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its applicable rules, seated in Miami-Dade County, Florida. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, AND ALL CLAIMS SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS. Notwithstanding the foregoing, either party may (a) bring an individual claim in a small-claims court of competent jurisdiction, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property.
23. Miscellaneous
If any provision of these Terms is held to be unenforceable, that provision shall be limited or severed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect. These Terms constitute the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous understandings. No failure or delay by the Company in exercising any right shall constitute a waiver thereof. The Company may assign these Terms, including in connection with a merger, acquisition, or sale of assets; the Customer may not assign these Terms without the Company’s prior written consent. Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control.
24. Contact
Latent Works LLC · hello@rosterflow.co