Terms of Use

1. User’s Acknowledgement & Acceptance of Terms

These Terms govern your use of the StageAgent.org and StageAgent.com websites (collectively, the “Sites”) and any services offered on or through the Sites. Our Sites provide information and services offered by Estage Enterprises, Inc., doing business as StageAgent (“StageAgent” “we” “us” or “our”) subject to your acknowledgement and acceptance of these Terms of Use (“Terms” or “Terms of Use”). Please read these terms and conditions carefully before using the Sites.

By visiting or using the Sites, you accept and agree to be bound by these Terms. If you do not accept these Terms, do not use the Sites. Unless otherwise indicated, these Terms are applicable to all of the Sites. Please also review our Privacy Policy, which also governs your use of the Sites along with any agreements entered into between you and StageAgent pertaining to your use of the Sites.

The StageAgent.com website is intended for use only by individuals aged 13 years or older. In some circumstances, StageAgent.org might offer services to users under the age of 13 under the supervision of the user’s academic institution. In such circumstances, the student’s academic institution has been instructed to not input or reveal any personally identifiable information of the student. If you are a parent or guardian and believe that your child, or child’s academic institution, has provided StageAgent with personally identifiable information, please notify privacy@stageagent.com so that we can immediately delete the information from our servers.

2. Intellectual Property Ownership & Limited License

You acknowledge and agree that StageAgent, and its licensors, retain all right, title and interest in and to all past, present and future content on the Sites, applications, software, content and materials provided on or through the Sites (including, without limitation, the audiovisual works, text, images, photographs, videos, graphics, page headers, editorial and contextual information, the selection and arrangement of elements displayed on or through the Sites, the compilation of all content and materials on the Sites, and the business process, procedures, methods and techniques used in the Sites) and all associated patent rights, copyright rights, trademark rights, trade secret rights and other intellectual property and proprietary rights.

StageAgent, the StageAgent logo and the StageAgent for Schools logo, are the registered or common law or trademarks of Estage Enterprises, Inc., and all other proprietary trademarks, service marks, trade names, trade dress, slogans, logos, and other indicia of origin that appear on or in connection with the Sites are the property of Estage Enterprises, Inc. unless otherwise noted and are protected by applicable copyright, trademark, intellectual property and other laws. StageAgent’s intellectual property, including, without limitation, its trademarks and trade dress, may not be used in any manner that is likely to cause confusion among users, or in any manner that disparages StageAgent. All rights are expressly reserved. Except as expressly set forth in these Terms of Use or otherwise expressly granted to you in writing by StageAgent, no rights (either by implication, estoppel or otherwise) in or to the Sites or its contents are granted to you.

Subject to your strict compliance with these Terms, you are granted a non-exclusive, revocable, non-assignable, and nontransferable license to display, view, use, or play the content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a device solely for your personal, informational, noncommercial purposes only. Except as expressly provided herein or pursuant to another agreement between you and StageAgent, no part of the Sites or the content available on it, may be reproduced, republished, copied, transmitted, or distributed in any form or by any means.

Any third party trademarks, logos, photographs, images, audio and audio-visual content, programming, and other intellectual property contained on or within the Sites are the property of the respective third parties, and may be protected by applicable copyright, trademark or other intellectual property laws and treaties.

3. Content and Paid Services

The Sites contain content including but not limited to text, graphics, photographs, images, news reports, articles, editorial and other writings, audio and video recordings, data, listings, and directory information that is accessible by users. The Sites may also offer forums, bulletin boards, wikis, chat rooms, blogs or other interactive areas for users to communicate with each other. In addition, certain contents and services of the Sites may only be accessed through purchase or paid subscription. We refer to the paid services available on or through the Sites as the "Paid Services". Content may include facts, views, opinions and recommendations of individuals and organizations not affiliated with StageAgent. StageAgent does not guarantee the accuracy, completeness or timeliness of, or otherwise endorse, these facts, views, opinions or recommendations.

4. Restrictions on Use

By accessing or using the Sites, you agree that you will not:

  1. Remove, obscure or alter any trademark, copyright and other proprietary or legal notices contained in the Sites or on any content made available through the Sites;
  2. Manipulate the Sites in any way not intended or directed by StageAgent;
  3. Copy or seek to copy or "rip" any audio, video or audiovisual content from the Sites;
  4. Exploit any part of the Sites for commercial gain or undertake any commercial activity utilizing the contents of the Sites without the prior written consent of StageAgent, including, for example, inserting your own or a third party’s advertising, branding or promotional content into the Sites’ contents, materials or services;
  5. Sell or resell any content made available on the Sites unless StageAgent has given you prior, written permission to do so;
  6. Upload, post, e-mail, transmit, display, copy, distribute, promote, or otherwise communicate to the public: (i) Any material that is false, unlawful, threatening, obscene, offensive, sexually explicit, harassing, or that promotes violence, terrorism, or illegal acts, or anything that in StageAgent’s sole discretion is otherwise objectionable; or (ii) Information, software, content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties or any other proprietary right;
  7. Interfere with, disrupt, or create an undue burden on the Sites or the networks or services connected to the Sites;
  8. Use or attempt to use another person’s information, account, password, service or system except as expressly permitted;
  9. Solicit or collect personal data including telephone numbers, addresses, last names, email addresses, or any other kind of information about users.
  10. Impersonate another person or entity;
  11. Engage in any conduct that in StageAgent’s sole discretion restricts the ability of any other person to enjoy the use of the Sites; or
  12. Use the Sites in a manner inconsistent with any applicable law or regulation.

5. Third-Party Content & Sites

Descriptions of, or references to products, services or publications within the Sites do not imply endorsement by StageAgent of that product, service or publication. The Sites may include links to other sites that are not maintained by StageAgent. Websites of those third parties are subject to terms and conditions different from those found here and it is your responsibility to ensure that you have read and understood them. StageAgent is not responsible for the content of those sites, does not endorse those sites, and makes no representations whatsoever concerning the content or accuracy of such other sites. If you decide to access any third party site, you do so entirely at your own risk, and you may be exposed to offensive, indecent or objectionable content. StageAgent shall have no liability for any loss or damage arising from your use of any such sites.

6.Copyright Notices/Complaints

StageAgent takes claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Sites infringe your copyright, you may request removal of those materials (or access to them) from the Sites by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

Our designated Copyright Agent to receive DMCA Notices is:

  Estage Enterprises, Inc.  
  327 Fuller Street  
  Redwood City, CA 94063  
  Phone: 408.782.4307  
  legal@stageagent.com  

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Sites is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

If you believe that material you posted on the Sites was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a "Counter-Notice") by submitting written notification to our copyright agent (identified below). Pursuant to the DMCA, the Counter-Notice must include substantially the following:

Completed Counter-Notices should be sent to:

  Estage Enterprises, Inc.  
  327 Fuller Street  
  Redwood City, CA 94036  
  Phone: 408.782.4307  
  legal@stageagent.com  

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice. Please be aware that if you knowingly materially misrepresent that material or activity on the Sites was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

7. Right of Publicity

Please be aware that celebrities, and sometimes others, may have a "right of publicity," which means that they may have a right to control commercial uses of their name, image, likeness, and other aspects of their identity. Although you may be a fan, you risk infringing celebrity rights if you use a celebrity name or likeness on the Sites and you don't have the celebrity's permission. StageAgent reserves the right to remove any content contained in or posted to the Sites that StageAgent determines in its sole discretion does or may allegedly infringe another person’s copyright, trademark, celebrity material or other rights.

Notices to StageAgent regarding any alleged infringement on the Sites should be directed to StageAgent's General Counsel's Office at legal@stageagent.com.

8. User Accounts

In order to use certain features of the Sites, you may be required to create an account. As part of the registration process, you will select a password and be asked to submit, among other things, your email address. You agree that all information you provide to StageAgent for purposes of creating an account will be true, accurate, current and complete and your failure to provide such information will constitute a breach of these Terms of Use and may result in the immediate termination of your account.

Each user name permits one person to access the password-protected portion of the Sites (including the Paid Services), and you shall not share the user name and password with any third party. You accept responsibility for all activities that occur under your account or password and you agree you will not sell, transfer or assign your user account. You are responsible for maintaining the confidentiality of your password, if any, and for restricting access to your computer so that others may not access any password-protected portion of the Sites (including the Paid Services) using your name, user name or password in whole or in part.

You agree that any unauthorized use or misuse of the Sites (or any content derived therefrom) by you or by anyone using your user name or password may result in immediate suspension or termination of your user account by StageAgent, in its sole and absolute discretion, without refund of any pre-paid fees. StageAgent reserves the right to terminate your access to and use of the Sites in the event that you provide any false information to StageAgent as part of the subscription process, without refund of any pre-paid fees. In the event of such termination, you will continue to be liable for applicable fees for the period prior to termination, together with such other remedies as to which StageAgent may be entitled.

9. User Provided Content

Portions of the Sites may allow you to post, upload or transmit information. Anything you submit, post or otherwise contribute to the Sites (“User Provided Content”) becomes the property of StageAgent and may be used with or without your consent. User Provided Content includes, but is not limited to data, text, images, software, audio, photographs, graphics, video, messages, tags, educational materials, quizzes, exams, polls, surveys, or other materials to or through the Sites. For example, the Sites may offer the ability for users to participate in forums, wikis, chat rooms, blogs; create talent profiles; upload images, reviews, commentary, analysis, lesson plans, performance announcements; create bulletin boards, quizzes or exams; or participate in other interactive areas, and any submissions to or through such features on the Sites shall be construed as User Provided Content.

The decision to submit User Provided Content to the Sites is your responsibility and you should only submit content that belongs to you or that will not violate the rights of others. By submitting User Provided Content, you represent, acknowledge, and warrant (a) that you have the right to do so or that you have obtained any necessary third party consents (e.g., under privacy or intellectual property laws), (b) that the User Provided Content does not infringe on the copyrights, trademarks, moral rights, rights of privacy or publicity, or the intellectual property rights of any person or entity, and (c) that no other party has any right, title, claim, or interest in the User Provided Content that would be infringed upon as a result of uploading the User Provided Content. Upon the request of StageAgent, you agree to furnish StageAgent, with any documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with this provision.

StageAgent, cannot vouch for the validity, accuracy or credibility of any User Provided Content, and does not take any responsibility or assume any liability for any actions Users may take as a result of viewing, reading or listening to User Provided Content on the Sites. Through your use of the Sites you may be exposed to content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretenses, international trade issues and foreign nationals. StageAgent does not endorse any User Provided Content or any opinion, recommendation, or advice expressed therein. By using the Sites, you assume all associated risks, and StageAgent expressly disclaims any and all liability in connection with User Provided Content.

In addition, you grant to StageAgent, without any credit or compensation to you, a royalty-free, non-exclusive, worldwide, perpetual, unrestricted, irrevocable, and fully transferable, assignable and sub-licensable license to host, use, modify, display, copy, reproduce, disclose, sell, translate, create derivative works of, distribute, and export any User Provided Content, in whole or in part, or to incorporate it in other works in any form, media, software or technology of any kind now known or hereafter developed or discovered for any purposes whatsoever. You agree that StageAgent may publish or otherwise disclose your name in connection with your User Provided Content.

StageAgent has no obligation to pre-screen User Provided Content, but reserves the right to monitor any information transmitted or received through the Sites. You acknowledge, consent and agree that StageAgent, at its sole discretion and without notice to you, may review, censor, delete, move, edit, block access to or prohibit the transmission or receipt of any User Provided Content or other information, in whole or in part, that StageAgent deems obscene, defamatory or libelous in nature, that invades the right of privacy or infringes any right of any person or entity, is unlawful, is offensive or otherwise inappropriate, or that StageAgent believes to be in violation of these Terms of Use.

Under no circumstances will StageAgent be liable to you in any way for any User Provided Content that you upload, post, or otherwise make available via the Sites including, but not limited to, any errors or omissions in User Provided Content, or for any loss or damage of any kind incurred as a result of User Provided Content. In addition, you hereby release StageAgent from any and all claims, liens, demands, actions or suits in connection with the User Provided Content, including, without limitation, any and all liability for any use or nonuse of your User Provided Content, claims for defamation, invasion of privacy, right of publicity, emotional distress or economic loss.

10. Subscription Terms, Fees and Payments; Automatic Renewal & Cancellation.

(a) Billing Terms Applicable to Both StageAgent.com and StageAgent.org. The following payment terms apply to all subscriptions offered and sold by StageAgent.com and StageAgent.org:

** (i) Payment & Billing.** When you initially subscribe to the Paid Services, your credit or debit card will be charged immediately for the initial term of the subscription at the then-current fee for the applicable subscription period.

You will be charged in advance for the renewal term of the subscription service (or initial term, in the case of a renewal following the expiration of an applicable free trial) on your applicable billing date (the "Billing Date"), which will be the corresponding monthly, quarterly or annual anniversary of the activation date of your subscription. If, however, the activation date of your subscription (or, as applicable, your free trial) is on the 29th, 30th or 31st day of a month, and your Billing Date does not exist in a particular month because there are fewer than thirty-one (31) days in the month payment is due, your Billing Date for that particular renewal (or initial term, in the case of a renewal following the expiration of an applicable free trial) will be on the last day of the month in which your Billing Date would otherwise be. Each charge on the applicable Billing Date applies to the subscription period immediately following the Billing Date (e.g., a charge for a monthly subscription applies to the month immediately following the Billing Date). You understand that any applicable sales or use taxes will be payable by you, and may be included in each periodic statement.

StageAgent may, in its sole discretion, suspend access to your account or deactivate your account without notice to you if StageAgent is unable to process your payment or if payment is past due, regardless of the amount. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of your subscription. You may update any of your billing information (including a change to your desired billing payment method) through your account settings on StageAgent.com or StageAgent.org.

All fees and charges incurred in connection with your user name(s) and password(s) will be billed to the credit or debit card you designate during the registration process. If you want to designate a different credit or debit card or there is a change in your credit or debit card validity or expiration date, you must update your information through your account settings on StageAgent.com or StageAgent.org.

(ii) Notice of Automatic Renewal. All of the subscriptions offered through the Sites renew automatically. This means that once you become a subscriber, your subscription will automatically renew and your credit or debit card will be charged based on the subscription program (annually, quarterly, or monthly) you have chosen unless you opt out or cancel by following the instructions in these Terms of Use. By subscribing to the Paid Services, you authorize StageAgent to charge the applicable recurring subscription fees to your credit or debit card.

BY COMPLETING THE ENROLLMENT PROCESS, YOU UNDERSTAND AND AGREE THAT UNLESS AND UNTIL YOU CANCEL YOUR SUBSCRIPTION TO THE PAID SERVICES:

(iii) Unauthorized Charges. YOU ACKNOWLEDGE AND AGREE THAT YOU, AND NOT STAGEAGENT, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT OR DEBIT CARD BY A THIRD PARTY WHICH WERE NOT AUTHORIZED BY YOU.

(iv) Billing Discrepancies. Unless you notify StageAgent of any discrepancies within sixty (60) days after they first appear on your payment statement, they will be deemed accepted by you and you release StageAgent from all liabilities and claims of loss resulting from any such error or discrepancy.

(b) Additional Billing Terms Applicable to StageAgent.com Subscriptions. The following terms apply to subscriptions offered through StageAgent.com:

(i) Fees Subject to Change. From time to time, StageAgent may change the fees and charges then in effect by giving you notice prior to the changes going into effect. StageAgent will also post current fees online at https://stageagent.com/signup.

(ii) Cancellations. You may cancel your paid subscription on StageAgent.com at any time through your account settings page. Cancelling via your account settings will stop all future renewal charges and you will retain access to Paid Services until your subscription expires. Upon cancellation via your account settings, you should receive an email confirming your subscription cancellation. If you do not receive an email confirming your subscription cancellation, please email us at info@stageagent.com to ensure that your cancellation has been successfully processed. You may also simply email your cancellation request to info@stageagent.com. For StageAgent.org subscriptions, see section C below for additional billing terms.

(iii) Refund Requests. Monthly subscriptions are not eligible for a refund during the month in which the cancellation request is submitted, but can be cancelled to prevent additional future charges. For initial purchases and renewals of subscriptions longer than one month you may cancel prior to renewal to prevent future renewal charges, or cancel during the first five (5) days after renewal to be eligible for a full refund on the renewal payment. If the cancellation occurs after the first-day cancellation window, or if the charge was for a monthly subscription, you will not receive a refund. If you cancel your subscription but are not eligible for a refund, you will retain access to StageAgent.com until your subscription expires.

(c) Additional Billing Terms Applicable to StageAgent.org Subscriptions. The following terms apply to subscriptions offered through StageAgent.org:

(i) Free trials; Automatic Renewals. In some cases, we might offer a free trial to teachers using StageAgent for Schools on StageAgent.org. If you are a teacher who has been granted a free trial, you will be asked to authorize, and by accepting these Terms of Use, you hereby expressly authorize StageAgent to charge the applicable recurring subscription fees to your credit or debit card upon the expiration of the free trial. After the free trial is complete, you will be charged at the rate and schedule selected when you enrolled in the trial. Teachers using StageAgent.org may cancel their account online through the subscription settings at any time during the free trial period and incur no charge. Unless you notify StageAgent of your decision to terminate your subscription or, as applicable, your free trial, your subscription will automatically renew at the end of each subscription term or free trial (if applicable) at the then-current fee.

(ii) Cancellations. You may cancel your subscription in accordance with the terms of your institution’s license agreement or by contacting info@stageagent.com.

(iii) Refund Requests. Refund requests may be made by filing a customer support ticket at https://help.stageagent.org, or by emailing info@stageagent.com. Please include the full name and email address associated with the account. Your request must be received by end of business (5:00 p.m. Pacific Time) on the appropriate day as described above, or earlier. All refunds will be given to the original credit or debit card on which the purchase was made. Please allow a reasonable time for the refund to reach you or be charged back to your account.

11. Additional Terms

In some instances, additional terms or end user license agreements apply to some services, products, software, competitions or promotions offered via the Sites (“Additional Terms”). Additional Terms are posted in connection with the applicable service, product, software, competition or promotion and are in addition to these Terms of Use. In the event of a conflict, the Additional Terms prevail over these Terms of Use.

12.Operation of the Sites

StageAgent may change, suspend or discontinue any aspect or functionality of the Sites at any time and without prior notice pursuant to these Terms.

13. Entire Agreement

You acknowledge and agree that these Terms, Privacy Policy, any applicable end user license or Additional Terms contain the entire agreement between the parties relating to the Sites; provided, however these Terms do not alter the terms or conditions of any other agreement user may have with StageAgent. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto.

14. Equipment and Internet Access

You understand and agree that you are responsible for providing all telephone, modem, Internet connection, intranet connection, extranet connection and other equipment necessary for you to access the Sites (including the Paid Services). You are solely responsible for and shall bear the costs of any such equipment and any fees or charges incurred to access the Sites (including the Paid Services) through an Internet access provider or other third-party service, including any applicable taxes.

15. Disclaimers of Warranty & Limitations of Liability

THE SITES AND ALL CONTENT AND SERVICES PROVIDED THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, STAGEAGENT, AND EACH OF ITS AFFILIATES, SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHER, NO WARRANTIES WILL BE IMPLIED BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE.

YOU ACKNOWLEDGE THAT INFORMATION AND SERVICES PROVIDED IN CONNECTION WITH THE SITES MAY BE COMPILED FROM AND DISTRIBUTED BY SOURCES THAT ARE OFTEN BEYOND THE CONTROL OF STAGEAGENT. STAGEAGENT MAKES NO REPRESENTATION OR WARRANTY THAT (I) THE SITES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, (II) THE SITES WILL BE AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, (III) ANY RESULTS OR INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SITES WILL BE ACCURATE, TIMELY, COMPLETE OR RELIABLE, (IV) ANY ERRORS OR DEFECTS IN THE SITES WILL BE CORRECTED, OR (V) THE SITES, NETWORKS OR SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR ANY OTHER HARMFUL PROGRAMS OR COMPONENTS. OPERATION OF THE SITES MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF STAGEAGENT'S CONTROL INCLUDING, BUT NOT LIMITED TO, TELECOMMUNICATIONS NETWORK DISRUPTIONS. STAGEAGENT IS NOT RESPONSIBLE AND WILL HAVE NO LIABILITY FOR ANY FAILURES OF THE INTERNET OR ANY DATA OR TELECOMMUNICATIONS EQUIPMENT, SYSTEM OR NETWORK USED IN CONNECTION WITH THE SITES. YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE, INABILITY TO USE OR PERFORMANCE OF ANY OF THE SITES REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMISSIBLE UNDER LAW. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SITES (INCLUDING THE PAID SERVICES) IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE USE OF THE SITES.

In no event will StageAgent or its Affiliates (as defined below) be liable for any punitive, indirect, special, incidental, or consequential damages, losses or expenses arising out of or relating to the use or inability to use the Sites, including without limitation damages related to any information received from the Sites, removal of content from the Sites, including profile information, any email distributed to any user or any linked web site or use thereof or inability to use by any party, or in connection with any termination of your subscription or ability to access the Sites, failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if StageAgent, or representatives thereof, are advised of the possibility of such damages, losses or expenses. UNDER NO CIRCUMSTANCES WILL STAGEAGENT’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SITES, EXCEED THE PRICE PAID BY YOU FOR YOUR ACCOUNT IN THE 6 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, OR, IF YOU HAVE NOT PAID STAGEAGENT FOR THE USE OF ANY SERVICES, THE AMOUNT OF $100.00 OR ITS EQUIVALENT.

16. Governing Law

All matters related to the Sites and these Terms of Use (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with California law.

17. DISPUTE RESOLUTION BY BINDING ARBITRATION & CLASS ACTION WAIVER

(A) Consent to Arbitration. Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in Santa Clara County, California, before a single arbitrator under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

(B) Venue. Except to the extent that arbitration is required in subsection (A) of this section, and except as to the enforcement of any arbitration decision or award, any action or proceeding relating to any dispute arising under this agreement may only be instituted in state or federal court in Santa Clara County, California. Accordingly, you and StageAgent consent to the exclusive personal jurisdiction and venue of such courts for such matters.

(C) Injunctive Relief. The provisions of subsections (A) and (B) of this section will not apply to any legal action taken by StageAgent to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Sites, any content, or StageAgent’s intellectual property rights (including such that we may claim that may be in dispute), or StageAgent’s operations.

(D) WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND STAGEAGENT AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. NEITHER YOU NOR STAGEAGENT WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO ARBITRATION OR OTHER PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS.

18. Indemnity

You agree to and shall defend, indemnify and hold harmless StageAgent, its affiliates and its and its affiliates’ directors, officers, employees, agents, representatives, members, joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties (“Affiliates”) from and against any and all claims, losses, expenses, including legal fees or demands of liability, including attorneys' fees and costs incurred by StageAgent and its Affiliates in connection with any claim by a third party (including an intellectual property claim) arising out of (i) materials and content you submit, post or transmit through the Sites, or (ii) use of the Sites by you in violation of these Terms of Use or in violation of any applicable law. Users further agree that they will cooperate as reasonably required in the defense of such claims. StageAgent and its Affiliates reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by users, and users shall not, in any event, settle any claim or matter without the written consent of StageAgent. Users further agree to hold harmless StageAgent and its Affiliates from any claim arising from a third party's use of information or materials of any kind that users post to the Sites.

19. Recovery of Fees

You agree that if StageAgent takes action (by itself or through its representatives) to enforce any of the provisions of these Terms of Use against you, including collection of any amounts due to StageAgent, StageAgent shall be entitled to recover from you (and you agree to pay), StageAgent's reasonable and necessary attorney's fees and any costs of any litigation, in addition to all sums to which StageAgent is entitled or any other relief, at law or in equity, except as otherwise limited herein or by law.

20. Severability

If any provision of these Terms is deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision shall be severed from these Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms.

21. Miscellaneous

(A) International Disclaimer. StageAgent controls and operates the Sites from its U.S.-based office(s), and makes no representation that the Sites are appropriate or available for use beyond the United States. If you use the Sites from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content.

(B) Interpretation. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms. To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law theory that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms, the word will be deemed to mean “including, without limitation.”

(C) Assignment. StageAgent may assign its rights and obligations under these Terms, in whole or in part, to any party at any time without any notice. These Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of StageAgent.

(D) No Waiver. No failure or delay by StageAgent in exercising any of its rights, powers, or remedies will operate as a waiver of that or any other right, power, or remedy.

(E) No Oral Agreements or Modifications. There shall be no amendment or modification of these Terms of Use unless the same is in writing and signed by an authorized representative of StageAgent. Oral agreements shall expressly be non-binding and unenforceable.

22. Contact Information

If you have any questions about these Terms of Use or your rights or StageAgent’s obligations relating to the Sites or the Paid Services, please email us at legal@stagegent.com or you may contact us by mail at:

  Estage Enterprises, Inc.  
  327 Fuller Street  
  Redwood City, CA 94063  
  Phone: 408.782.4307  
  legal@stageagent.com  

Updated February 1, 2019