A. Estage Enterprises, inc DBA “StageAgent” is a company that specializes in the creation, marketing, and delivery of high quality educational materials for theatre. StageAgent runs an educational website WWW.STAGEAGENT.ORG on which show research materials, theatre learning modules, quizzes, advice articles, lesson plans, reporting tools, games and other educational materials and content are made available on a subscription basis to educational institutions. The service provided to subscribers on the WWW.STAGEAGENT.ORG website is referred to in this Agreement as “StageAgent for Schools”.
B. The Institution wishes to be granted a licence to the theatrical study guides, learning modules, quizzes, advice articles, lesson plans, games, reporting tools and other educational materials and content made available on StageAgent for Schools.
IMPORTANT NOTE: StageAgent for Schools is intended for use by teachers and by educational institutions, public or private. If you are interested in using StageAgent for Schools for commercial or corporate purposes, please contact us at firstname.lastname@example.org. Commercial, corporate or other misuse of StageAgent for Schools may result in the cancellation of the account.
IT IS AGREED AS FOLLOWS
1.1 In this Agreement, the following terms shall have the following meanings:
"Authorised User" means an individual who is authorised by the Institution to have access to its information services (whether on-site or off-site) via Secure Authentication and who is:
● a current student of the Institution (including current pupils, current undergraduates, and current postgraduates as applicable);
● a member of staff of the Institution (whether permanent or temporary);
● a contractor of the Institution whose contract requires access to the Licensed Material; or
"Commercial Use" means use for the purpose of monetary reward (whether by or for the Institution or an Authorised User) by means of the sale, resale, loan, transfer, hire or other form of exploitation of the Licensed Material.
“StageAgent for Schools Website” means the website based at WWW.STAGEAGENT.ORG which url may be changed by StageAgent from time to time.
"Educational Purposes" means use for the purpose of education, teaching, distance learning, private study and/or research.
"Intellectual Property Rights” means any patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing-off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Licence Fee" means the fee for the Licence as stated on the Order Form, custom price quote, or on the StageAgent.org self-service sign up page and paid to StageAgent.
"Licensed Material" means the materials licensed in this Agreement and included in the service known as StageAgent for Schools being the show research materials, theatre learning modules, quizzes, advice articles, lesson plans, reporting tools, games and other educational materials and content made available on StageAgent for School’s Website on a subscription basis via the Institution to Authorised Users.
“Licence Commencement Date” means the date the Institution has access to the Licensed Material under this Agreement, unless otherwise stated in the Order Form or custom price quote.
“Material Breach” means a breach that substantially deprives the non-breaching party of the principal benefit of this agreement or that causes the non-breaching party to suffer irreparable or significant harm, such as but not limited to: non-payment of fees, a breach of the restrictions listed in Clause 4 or Intellectual Property Rights listed in Clause 9.
“Order Form” means the form on StageAgent for Schools or sent to an institution as a PDF through which Institution places a request for access to the Licensed Material.
"Secure Authentication” means using either a secure intranet or the public internet under the protection of a password or other security mechanism providing access limited to Authorised Users.
2. LICENSE GRANT
2.1 To request a licence to the Licensed Material, Institution must have a representative sign up on StageAgent.org, fill out the Order Form stating the desired date for the licence to start, or deliver a purchase order. StageAgent will the review and confirm acceptance or not to Institution via e-mail.
2.2 On acceptance of Institution’s online self-service sign up form, Order Form or purchase order, StageAgent grants to the Institution, subject to and in accordance with the terms of this Agreement, a non-exclusive non-transferable, limited licence to access and use the Licensed Material and to allow Authorised Users where applicable to access and use the Licensed Material on the StageAgent for Schools Website via Secure Authentication and for Educational Purposes.
3. PERMITTED USES
3.1 This Agreement permits the Institution to, for Educational Purposes only, and ensuring that at all times each item shall carry appropriate acknowledgement of the source and copyright owner:
3.1.1 display and download those parts of the Licensed Material which are made available on the StageAgent for Schools Website for the purpose of promoting or testing the Licensed Material or for training Authorised Users or at the request of Authorised Users;
3.1.2 make and distribute copies of training material as may be required for the purpose of using the Licensed Material in accordance with this Agreement;
3.1.3 allow Authorised Users, for Educational Purposes only to:
(a) access the Licensed Material by Secure Authentication in order to search, retrieve, display and view the Licensed Material as permitted on the StageAgent for Schools Website;
(b) incorporate those parts of the Licensed Material which are made available on the StageAgent for Schools website in printed or electronic form in assignments and portfolios, theses and in dissertations (“the Academic Works”), and to make reproductions of the Academic Works for personal use and library deposit; and
(b) use the Licensed Material to perform and engage in text mining/data mining activities solely for academic research and Educational Purposes.
(i) You are familiar with and agree to be responsible for compliance with the Family Educational Rights and Privacy Act and the US Department of Education's implementing regulations at 34 CFR Part 99 (collectively, "FERPA"), and all other laws, rules or regulations concerning the collection, use, and disclosure of personally identifiable information about Users in your Institution (collectively, "Applicable Privacy Law").
4.1 Except where this Agreement states otherwise, the Institution and Authorised Users may not:
4.1.1 sell or resell the Licensed Material, Metadata and/or Modifications unless StageAgent has given the Institution or an Authorised User specific prior permission in writing to do so;
4.1.2 remove, obscure or alter copyright notices, acknowledgments or other means of identification or disclaimers;
4.1.3 alter or adapt the Licensed Material, except to the extent necessary to make it perceptible on a computer screen, or as otherwise allowed under this Agreement.
4.1.4 use all or any part of the Licensed Material for any Commercial Use or for any purpose other than Educational Purposes; and
4.1.5 provide access and/or allow use of the Licensed Material by anyone other than Authorised Users.
4.2 This Clause will continue to apply after termination of this Agreement for any reason.
5. RESPONSIBILITIES OF INSTITUTION
5.1 The Institution agrees to:
5.1.1 give passwords or other secure access information only to Authorised Users and use all reasonable efforts to ensure that Authorised Users do not give their passwords or other Secure Authentication information to anyone else;
5.1.2 use all reasonable efforts to ensure that only Authorised Users are permitted access to the Licensed Material;
5.1.3 use all reasonable efforts to ensure that all Authorised Users are made aware of and undertake to abide by the terms of this Agreement; and
5.1.4 use all reasonable efforts to work with StageAgent to monitor compliance with the terms of this Agreement and notify StageAgent immediately and provide full particulars on becoming aware of any of the following:
(a) any unauthorised access to or use of the Licensed Material or unauthorised use of any of Institution's password(s); or
(b) any breach by itself or an Authorised User of the terms of this Agreement.
As soon as the Institution is aware of any breach of the terms of this Agreement by itself or an Authorised User, the Institution further agrees promptly to fully investigate and initiate procedures in accordance with the Institution's standard practice and use all reasonable efforts to ensure that such activity ceases and to prevent any recurrence.
6. LICENCE FEE
6.1 After submitting an Order Form or purchase order, the Institution will, within 30 days of receipt of an invoice from StageAgent, pay the Licence Fee to StageAgent for the rights granted to the Licensed Material for the amount and upon terms agreed amongst and between the Institution and StageAgent.
6.2 A person may also choose to sign up for an account on StageAgent.org on behalf of an institution using the self-service sign up form. In this case, a credit card will be required and that card shall be charged immediately. StageAgent, at its own discretion, may occasionally offer select users a free trial. All subscriptions paid via credit card are automatically renewing. This means that once you become a subscriber, your subscription will automatically renew each month or each year, depending on the subscription option selected. If you intend to cancel, you must email StageAgent before your renewal date with your cancellation request. By subscribing to the Paid Services, you authorize StageAgent to charge the applicable recurring subscription fees to your credit or debit card.
7. TERM AND TERMINATION
7.1 This Agreement will be effective from the date the Institution receives StageAgent’s acceptance of the Institution's signed Order Form, purchase order, or payment is submitted via credit card on StageAgent.org. The term of this Agreement will be for the term specified in the invoice or subscription billing period selected on StageAgent.org (the “Initial Term”) and will remain in full force and effect for the duration of that term, unless terminated earlier or extended as provided for in this Clause 8.
7.2 This Agreement may continue automatically beyond the end of the Initial Term on the same terms but subject to License Fee increases on two (2) months’ notice by StageAgent (with the Institution retaining the ability to terminate at the end of the Initial Term if it does not agree to the Licence Fee increase), unless (a) either party sends at least two (2) months’ written notice to the other stating that they do not wish the agreement to continue beyond the Initial Term; or (b) the Agreement has been terminated in accordance with this Clause 8.
7.3 The Institution may cancel their subscription, and therefore terminate this Agreement, within 30 days of signing the Order Form, for any reason. If the Licence Fee has been paid to StageAgent prior to the cancellation, StageAgent will reimburse the Institution with the Licence Fee in full. The Institution may not cancel their subscription more than 30 days after signing the Order Form.
7.4 Either StageAgent or the Institution may terminate this Agreement at any time for a Material Breach by serving a written notice on the other identifying the nature of the breach. The termination will become effective thirty days after receipt of the written notice unless during the relevant period of thirty (30) days the defaulting party remedies the breach forthwith and confirms this by written notice to the other party who shall, acting reasonably and without unnecessary delay, confirm the breach has been satisfactorily remedied.
7.5 Upon termination of this Agreement by StageAgent due to a Material Breach, StageAgent shall have the right to immediately cease to authorise online access to the Licensed Material by the Institution and Authorised Users and the Institution shall immediately pay any License Fees owing to StageAgent, but in the event that License Fees have been paid in advance, the Institution shall not be entitled to any refund of such License Fees. The Institution and its Authorised Users shall not use any of the copies made of the Licensed Material after the date of termination and the Institution shall be responsible for destroying all such copies of the Licensed Material.
8. ACKNOWLEDGEMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
8.1 The Institution acknowledges and agrees that all Intellectual Property Rights in the Licensed Material are either the sole and exclusive property of StageAgent or are duly licensed to StageAgent and that this Agreement does not assign or transfer to the Institution any right, title or interest except for the right to access and use the Licensed Material in accordance with the terms and conditions of this Agreement.
8.2 The Institution acknowledges and agrees that StageAgent may suspend access to the Licensed Material with notice in the event of any breach or suspected breach of this Agreement by the Institution or Authorised Users (including any suspected or actual infringement of StageAgent’s Intellectual Property Rights) until such time as any issue has been determined and resolved.
8.3 The Institution acknowledges and agrees that StageAgent shall have the right to alter, replace or remove any part of the Licensed Material any time without notice. Any replacement materials shall then be deemed to form part of the Licensed Material.
9. THIRD PARTY CONTENT AND LINKED SITES
9.1 Third parties provide some of the Content of the Websites. StageAgent makes no representations or warranties as to the completeness, accuracy, adequacy, currency or reliability of any content supplied by third parties and will not be liable for any lack of the foregoing or for any errors or omissions in any content supplied by third parties. In addition, third parties may offer goods, services and other materials to you on the Websites. Such dealings are solely between you and the third party. StageAgent will not be responsible for any loss or damage of any sort incurred as the result of any such dealings. StageAgent makes no warranty concerning, is not responsible for and does not endorse any third party provided goods or services, and you agree that any recourse for dissatisfaction or problems with those goods or services will be sought from the third party provider and not from StageAgent.
9.2 Descriptions of, or references to products, services or publications within the Websites do not imply endorsement by StageAgent of that product, service or publication. The Websites 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 linked to the Websites, 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.
10. REPRESENTATION and WARRANTIES
10.1 StageAgent warrants to the Institution to the best of its knowledge that the Licensed Material and all Intellectual Property Rights therein are owned by or licensed to StageAgent and that the Licensed Material used as contemplated in this Agreement does not infringe any third party Intellectual Property Rights, subject to Clauses 9.2 and 9.3.
10.2 While StageAgent has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material, StageAgent makes no representation and gives no warranty express or implied with regard to the information contained in or any part of the Licensed Material including (without limitation) the fitness of such information or part for any purposes whatsoever and StageAgent accepts no liability for loss suffered or incurred by the Institution or Authorised Users as a result of their reliance on the Licensed Material.
10.3 In no circumstances will StageAgent be liable to the Institution for any loss resulting from a cause over which StageAgent does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorised access, theft, or operator errors.
10.4 The Institution agrees to notify StageAgent immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed Material and do all things reasonably required to assist StageAgent in such claims. It is expressly agreed that upon such notification, or if StageAgent becomes aware of such a claim from other sources, StageAgent may remove such work(s) from the Licensed Material. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a Material Breach of this Agreement.
10.5 Except as provided for in Clause 6.3 or Clause 10.1, neither the Institution nor StageAgent will be liable to the other in contract or negligence or otherwise for:
10.6.1 any special, indirect, incidental, punitive or consequential damages;
10.6.2 loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or
10.6.3 for any increased costs or expenses.
10.7 No party limits its liability for:
10.7.1 death or personal injury to the extent it results from its negligence, or of its employees or agents in the course of their engagement; and
10.7.2 its own fraud or that of its employees or agents in the course of their engagement.
11. FORCE MAJEURE
11.1 Either party’s failure to perform any term or condition of this Agreement as a result of circumstances beyond the control of the relevant party (including without limitation, war, strikes, flood, governmental restrictions, and power, telecommunications or Internet failures or damages to or destruction of any network facilities ("Force Majeure") shall not be deemed to be, or to give rise to, a breach of this Agreement.
11.2 If either party to this Agreement is prevented or delayed in the performance of any of its obligations under this Agreement by Force Majeure and if such party gives written notice thereof to the other party specifying the matters constituting Force Majeure together with such evidence as it reasonably can give and specifying the period for which it is estimated that such prevention or delay will continue, then the party in question shall be excused the performance or the punctual performance as the case may be as from the date of such notice for so long as such cause of prevention or delay shall continue.
12.1 Except as permitted for under this Agreement, neither this Agreement nor any of the rights and obligations under it may be assigned by the Institution without obtaining the prior written consent of StageAgent, such consent shall not unreasonably be withheld or delayed. In any permitted assignment by Institution, the Institution shall procure and ensure that the assignee shall assume all rights and obligations of the Institution under this Agreement and agrees to be bound to all the terms of this Agreement.
**13. GOVERNING LAW AND DISPUTE RESOLUTION **
13.1 In relation to the operation of this Agreement and as between each other, the parties shall conduct themselves in good faith.
14.1 All notices required to be given under this Agreement shall be given by email or in writing in English to the following location.
327 Fuller Street
Redwood City, CA
Attention: Jason Engleman
15.1 This Agreement and its Schedules constitute the entire agreement between the parties relating to the Licensed Material and supersede all prior communications, understandings and agreements (whether written or oral) relating to its subject matter and may not be amended or modified except by agreement of both parties in writing.
15.2 The provisions of this Agreement are separable and, if any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of this Agreement.
15.3 The rights of the parties arising under this Agreement shall not be waived except in email or writing. Any waiver of any of a party's rights under this Agreement or of any breach of this Agreement by the other party shall not be construed as a waiver of any other rights or of any other or further breach. Failure by either party to exercise or enforce any rights conferred upon it by this Agreement shall not be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.
Last Updated: [August 2, 2020]