Terms of Service
Last updated: June, 2022
This Terms of Service includes important information about your personal data and we encourage you to read it carefully.
##Welcome Stage Technologies, Inc. and its subsidiaries (collectively, “Stage”) provides (a)the Stage website located at heystage.com and other applicable affiliated URLs (the “Sites”),(b) diagnostic services (the “Diagnostic Services”), (c) consultation services (the “Consultation Services”) and (d) software, including without limitation applications, data and documentations (the “Software”), all for use in conjunction with Stage Diagnostic Services and in other services that Stage provides. Some Stage Software and Services can be used together or in ways that integrate with products and services from third parties. The term “Services”means the Sites, Diagnostic Services, Consultation Services and other services Stage may provide from time to time.
These Terms of Service (“Terms” or “Agreement”) govern your access to, and use of, the Services and Software. Please read these Terms carefully. They require the use of mandatory binding arbitration to resolve disputes rather than jury trials or class action litigation. Please follow the instructions in theDispute Resolution and Arbitration Section. The term “you”, as used in theseTerms, means any person or entity who accesses or uses the Services or Software and any person or entity who creates an Account (as defined in Section 2(a) and accepts these Terms. These Terms give you specific legal rights. In addition, you may also have other legal rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, mandatory and binding arbitration, limitations of liability, indemnification, waiver of jury trial and waiver of class action under these Terms will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of these Terms may not apply to you.
1. Overview, Eligibility, Customer Service, Term and Termination
(a) Overview and Relation to Other Agreements.
You may use the Services and Software only if you have the legal capacity to form a binding contract with Stage. You represent and warrant to Stage that you are in compliance with these Terms and all applicable local, state/provincial, national and international laws, rules and regulations. Only individuals aged18 and older are permitted to act as owners of Stage Accounts (as defined below). The Sites and the Services are not available to any users previously prohibited from using the Sites or Services by Stage.
If you have any questions or concerns regarding the Site, the Services or these Terms, please contact Stage at email@example.com.
(d) Term and Termination.
These Terms will remain in full force and effect as long as you continue to access or use the Services or Software, or until terminated in accordance with the provisions of these Terms. At any time, Stage may (i) suspend or terminate your rights to access or use the Services and Software, or (ii) terminate these Terms with respect to you if Stage, in good faith, believes that you have used the Services or Software in violation of theseTerms, including any incorporated guidelines, terms or rules.
(e) Effect of Termination.
Upon termination of these Terms, your Account (as described below) and your right to use the Services will automatically terminate.
To use certain Services and Software, you must register for a user account (“Account”)and provide certain information about yourself, as prompted by the applicable registration form. You represent and warrant that: (a) all required registration information that you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services and Software will not violate any US or other applicable law or regulation (e.g.,you are not located in an embargoed country or are not listed as a prohibited or restricted party under applicable export control laws and regulations). You are entirely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account, including any liability and losses that arises therefrom. You agree to immediately notify Stage of any unauthorized use or suspected unauthorized use of your Account, or any other breach of security. Stage is not liable for any loss or damage arising from your failure to comply with the above requirements.
3. Access to Services
(a) Access and Use. Subject to these Terms, Stage grants you a non-transferable, non-exclusive right (without the right to sub-license) to access and use theServices solely for legitimate business purposes.
(b) Automatic Software Updates. Stage may, from time to time, develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of theServices and/or the Software (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent.You consent to this automatic update. If you do not want such Updates, your remedy is to terminate your Account and stop using the Services and the Software.If you do not terminate a previously created Account, you will receive Updates automatically. You acknowledge that you may be required to install Updates to use the Services and the Software and you agree to install any Updates that Stage provides promptly. Your continued use of the Services and the Software is your agreement that Stage may make to these Terms through an Updates.
(c) Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (i) you agree not to license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit theServices or Software; (ii) you agree not to modify, make derivative works of, disassemble, reverse-compile or reverse-engineer any part of the Services or Software;(iii) you agree not to access the Services or Software in order to build a similar or competitive service or product; (iv) except as expressly stated herein, no part of the Services or Software may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (v) you agree not to upload, transmit or distribute any computer viruses, worms or any software intended to damage or alter a computer or communications network, computer, handheld mobile device, data, theServices, the Software or any other system, device or property; (vi) you agree not to interfere with, disrupt or attempt to gain unauthorized access to the servers or networks connected to the Services or violate the regulations, policies or procedures of such networks; (vii) you agree not to access (or attempt to access) any of the Services by means other than through the interface that is provided by Stage; and (viii) you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) that may be contained in, or displayed in connection with, the Services or Software. Any future release, update or other addition to functionality of the Services shall be subject to these Terms.
(d) User Submissions. Certain materials may be displayed or performed on theServices (including, but not limited to, text, graphics, articles, photographs, video, images and illustrations (“Content”)). The Content may also include information that you and other users provide us with in the course of using theServices (collectively, “User Submissions”), which we may use to provide, maintain and improve the Services. Some Content may be visible to others (for example, the Services allows you to upload, post or otherwise share video content). You may also post feedback, comments, questions or other information in connection with the Services. You are solely responsible for all Content that you upload, post, email, transmit or otherwise disseminate using or in connection with the Services, or that you contribute in any manner to theServices; you represent and warrant that you have all rights necessary to do so, in the manner in which you contribute it; and you license to Stage all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to these Terms. You shall abide by all copyright notices, trademark rules, information and restrictions contained in any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third-party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third-party right. Stage reserves the right to remove any Content from theServices at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have breached the immediately preceding sentence), or for no reason at all.
(e) Open Source. Certain items of independent, third-party code may be included in the Software that are subject to the GNU General Public License (“GPL”) or other open-source licenses (“Open-Source Software”). The Open-Source Software is licensed under the terms of the license that accompanies such Open-Source Software.Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end-user license for suchOpen-Source Software. In particular, nothing in these Terms restricts your right to copy, modify and distribute such Open-Source Software that is subject to the terms of the GPL.
(f) Security. Stage cares about the integrity and security of your personal information. We endeavor to implement appropriate security measures. However, Stage cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
(g) Modification. Stage reserves the right, at any time, to modify, suspend or discontinue theServices, Software or any part thereof with or without notice. You agree that Stage will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services, Software or any part thereof.
(h) Access Outside Certain Countries. Although Services and Software are accessible worldwide, the Software and Services provided or accessed may not be available to all persons or in all countries. If you choose to access the Services from outside the United States of America, you do so on your own initiative and you are solely responsible for complying with applicable local laws in your country. To the extent permissible by law, Stage accepts no responsibility or liability for any damage or loss caused by your access or use of the Services and Software in a non-U.S. Country. You will be bound by these Terms wherever you access or use the Services.
4. Agreed Usage and Limitations of Stage Services and Software
(a) Intended Use of Stage Services. The Services are intended to be accessed and used for non-time-critical information. While we aim for the Services to be highly reliable and available, they may not be reliable or available 100% of the time(and may be unavailable for significant period). The Services are subject to sporadic interruptions and failures for a variety of reasons (including, factors within or outside of Stage’s control), including Wi-Fi intermittency, service provider uptime and operators, among others. You acknowledge these limitations and agree that Stage is not responsible for any damages allegedly caused by the failure or delay of the Services.
(b) Reliability of Services. You acknowledge and agree that Stage makes no representation or warranty regarding there liability of the Site, the Services or the Software and that none of theSite, the Services or the Services are error free, 100% reliable or 100%available. Furthermore, you acknowledge and agree that any recommendations generated by the Services, are generated based on the data available made available to Stage. Proper functioning of the Services relies and is dependent on, among other things, transmission of data through your Wi-Fi network, enabled wireless device (such as a phone or tablet) and broadband internet access as well as the sufficiency and accuracy of data (for which, in each case, Stage is not responsible),and may be interrupted, delayed, refused, or otherwise limited for a variety of reasons, including insufficient coverage, power outages, termination of service and access, environmental conditions, interference, non-payment of applicable fees and charges, unavailability of radio frequency channels, system capacity, upgrades, repairs or relocations, and priority access by emergency responders in the event of a disaster or emergency (collectively, “ServiceInterruptions”). You understand that Service Interruptions may result in the Site, the Services or the Software being unreliable or unavailable for the duration of the Service Interruption. You understand that insufficiency or inaccuracy of data provided to Stage will generate recommendations that do not serve their intended purposes.
YOU AGREE THAT YOU WILL NOT RELY ON THE SERVICES FOR ANY CRITICAL PURPOSES. NOTIFICATIONS REGARDING THE STATUS OF THE SITE, THE SERVICES AND THE SOFTWARE ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY.
(c) Service Interruptions; No Refund or Rebate. The Site, the Services or the Software maybe suspended temporarily, without notice, for Service Interruptions, security reasons, systems failure, maintenance and repair or other circumstances. You agree that you will not be entitled to any refund or rebate or any other consideration for such suspensions. Stage expressly does not offer any uptime guarantee for the Site, the Services or the Software.
(d) System Requirements. The Services will not be accessible without: (i) a working Wi-Fi network in your home that is positioned to communicate reliably with the Products; (ii) an Account; (iii) always-on broadband internet access in your home with bandwidth sufficient to support the Services you use; and (v) other system elements that may be specified by Stage. It is your responsibility to ensure that you have all required system elements and that they are compatible and properly configured. You acknowledge that the Services may not work as described when the requirements and compatibility have not been met.
(e) Service Information. The Services provide you with information (“Information”) regarding the Site, the Services, the Software, among other things. All Information is provided “as is” and “as available”.
(f) Access Content At Your Own Risk. All Content (whether publicly posted or privately transmitted through the Services or the Software) is the sole responsibility of the person from whom (or from whose account) such Content originated and Stage will not be liable for any errors or omissions in any Content. Stage cannot guarantee the identity of any other users with whom you may interact in the course of using the Site, the Services or the Software. In addition, we cannot guarantee the authenticity of any data that users may provide about themselves. You acknowledge that all Content accessed by you while using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
(g) Content Representation and Warranties. You warrant, represent and agree that you will not contribute any Content or otherwise use the Services or in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy or other rights of any third party; (ii) violates any law, statute, ordinance or regulation or is otherwise illegal; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous or otherwise objectionable; (iv) impersonates any person or entity, including, without limitation, any employee or representative of Stage; (v) contains a virus,Trojan Horse, worm, time bomb or other harmful computer code, file or program;(vi) jeopardizes the security of your Account or anyone else’s Account(such as allowing someone else to log into the Services as you); (vii)attempts, in any manner, to obtain or access the password, account, products, devices, systems, or other security information from any other user or third party; (viii) violates the security of any computer network or cracks any passwords or security encryption codes; (ix) runs Mail list, Listserv or any form of auto-responder or “spam” on the Services or any processes that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); (x) copies or stores any significant portion of the Content; (xi) decompiles, reverse-engineers or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services; or (xii) denigrates or disrupts any network capacity or functionality.
5. Limitations of Stage Services Due to Third Parties
(a) General. Stage Services may rely on or interoperate with third-party software and services. These third-party software and services are beyond Stage’s control, but their operation may impact on, or be impacted by, the use and reliability of the Stage Services. You acknowledge and agree that: (i) the use and availability of the Services is dependent on third-party product vendors and service providers, (ii) these third-party products and services may not operate in a reliable manner 100% of the time and they may impact on the way that the StageServices operate, and (iii) Stage is not responsible for damages and losses due to the operation of these third-party products and services.
(b) Third-Party Service Providers Used By Stage. You acknowledge that Stage may use third-party service providers to enable some aspects of the Services – such as, for example, data storage, back-up and communication. Stage is not responsible for third parties or their products and services. Stage hereby disclaims, and you hereby discharge, waive and release Stage and its licensors from any past, present and future claims, liabilities and damages, known or unknown, arising out of or relating to your interactions with such third parties and their software and services. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING,WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOUR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS ORHER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION.
(c) Liability Waiver. Stage is not responsible for any user’s Content or other activity, or for any harm or losses arising from or relating to such user’s use of the Services.
6. Ownership and Intellectual Property
(a) Stage Property. You acknowledge that all intellectual property rights, including, without limitation, copyrights, patents, trademarks and trade secrets, in theSoftware and Services are owned by Stage or its affiliates or our licensors.Your possession, access to and use of the Software and Services do not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. Stage, and its affiliates and licensors, reserve all rights not granted in these Terms. The Software and Services are licensed to you, not sold, under these Terms.
(b) Feedback. You may choose to or Stage may invite you to submit comments, suggestions or ideas about the Software or Services, including how to improve the Software orServices (“Ideas”). By submitting any Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited and without restriction, and will not place Stage under any fiduciary or other obligation. Stage may use, copy, modify, publish or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that Stage does not waive any rights to use similar or related ideas previously known to Stage, developed by its employees or obtained from other sources.
(c) License to Content. You hereby grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licensable and transferable right to access, display or otherwise use your Content and Ideas (including, all related intellectual property rights) solely in connection with providing you with theServices and as directed by you. For clarity, the foregoing license grant to Stage does not affect your ownership of or right to grant additional licenses to the material in your Content or Ideas, unless otherwise agreed in writing.
##7. INDEMNITY FOR THIRD PARTY ACTIONS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND,RELEASE AND HOLD STAGE AND ITS AFFILIATES (COLLECTIVELY, THE “STAGE PARTIES”)HARMLESS FROM AND AGAINST (I) ALL CLAIMS, ACTIONS, LAWSUITS AND ANY OTHER LEGAL ACTION BROUGHT BY ANY THIRD PARTY AGAINST ANY OF THE STAGE PARTIES ARISING FROM OR RELATING TO (A) YOUR USE AND OF THE SOFTWARE OR SERVICES; (B)YOUR VIOLATION OF THESE TERMS, OR (D) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD PARTY (COLLECTIVELY, ”THIRD PARTY ACTIONS”); AND (II) ANY AND ALL RELATED LOSSES, DAMAGES, SETTLEMENTS AND JUDGEMENTS (INCLUDING PAYMENT OF THE STAGE PARTIES’ ATTORNEYS’ FEES AND COSTS) INCURRED BY ANY OF THE STAGE PARTIES, ASSESSED OR FOUND AGAINST ANY OF THE STAGE PARTIES, OR MADE BY ANY OF THE STAGE PARTIES, RELATING TO OR ARISING FROM ANY SUCH THIRD PARTY ACTION (“THIRD PARTY RELATED LOSSES”). YOU UNDERSTAND AND AGREE THAT YOUR INDEMNIFICATION OBLIGATION TO THE STAGE PARTIES APPLIES EVEN IFSUCH THIRD-PARTY ACTION AND THIRD-PARTY-RELATED LOSSES ARISE FROM THE NEGLIGENCE OF ANY KIND OR DEGREE, BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NON-COMPLIANCE WITH APPLICABLE LAW, OR OTHER FAULT OR WRONGDOING OFANY OF THE STAGE PARTIES. HOWEVER, NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO REQUIRE ANY INDEMNIFICATION WHICH WOULD RENDER OR MAKE THIS CLAUSE, IN WHOLE OR IN PART, VOID AND/OR UNENFORCEABLE UNDER APPLICABLE LAW. FURTHER, YOUR INDEMNIFICATION OBLIGATION SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF THE STAGE PARTIES, OR GROSS NEGLIGENCE OF THE STAGE PARTIES IN THOSE STATES THAT DO NOT PERMIT INDEMNIFICATION FOR GROSS NEGLIGENCE. “THIRD PARTY” IS DEFINED HEREIN TO INCLUDE, AMONG OTHERS, A SPOUSE,PARTNER, FAMILY MEMBER, GUEST, NEIGHBOUR, TENANT, EMPLOYEE OR INSURANCE COMPANY.
Stage reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Stage, and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Stage’s prior written consent. Stage will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
8. Warranty Disclaimers
(a) THE SOFTWARE AND SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE”, AND STAGE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT.
(b) STAGE MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR BUSINESS MODEL OR COMPUTER SYSTEMS; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM STAGE OR THROUGH THE SOFTWARE AND SERVICES, SHALL CREATE ANY WARRANTY.
(c) STAGE MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND STAGE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES. STAGE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF SERVICES OR SOFTWARE.
(d) STAGE DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH, OR IN CONNECTION WITH, THE SITE,THE SERVICES OR THE SOFTWARE.
9. No Binding Offer
Nothing in connection with the Services constitutes a binding offer to sell, distribute or give away any Software or Services. In the event the Software and Services are listed at an incorrect price, we have the right to refuse or cancel orders placed at the incorrect price, regardless of whether the order has been confirmed or you have been charged. We reserve the right at any time after receipt of your order to accept or decline such order, or any portion thereof, even after your receipt of an order confirmation or after you have been charged.
10. Cancellation Rights
UNLESS OTHERWISE AGREED OR SPECIFIED, YOU MAY REQUEST TO RECEIVE A FULL REFUND IF YOU CONTACT US TO CANCEL WITHIN THE FIRST THIRTY (30) DAYS AFTER YOU ACCEPT THE OFFER.
11. Limitation of Liability
Nothing in these Terms and, in particular, within this “Limitation of Liability”clause, shall be interpreted or construed to limit or exclude liability that cannot be so limited or excluded under applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE WARRANTY AND OTHER DISCLAIMERS IN THESE TERMS, IN NO EVENT WILL (A) STAGE BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING,WITHOUT LIMITATION, ANY DAMAGES FOR LOST DATA OR LOST PROFITS ARISING FROM OR RELATING TO THE SERVICES OR THE SOFTWARE, EVEN IF STAGE KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) STAGE’S TOTAL CUMULATIVE LIABILITY FOR ANY DIRECT DAMAGES, PROPERTY DAMAGE, PERSONAL INJURY, LOSS OFLIFE OR ANY OTHER DAMAGES NOT EXCLUDED OR PRECLUDED PURSUANT TO (A) ABOVE,ARISING FROM OR RELATED TO THE SERVICES OR THE SOFTWARE, WHETHER IN CONTRACT ORTORT OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT NEVER TO EXCEED TWO (2) TIMES THE FEES ACTUALLY PAID BY YOU TO STAGE FOR THE SERVICES OR SOFTWARE AT ISSUE INTHE PRIOR TWELVE (12) MONTHS (IF ANY). STAGE DISCLAIMS ALL LIABILITY OF ANY KIND OF ITS LICENSORS, SUPPLIERS OR OTHER SERVICE PROVIDERS. UNDER NO CIRCUMSTANCES WILL STAGE BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUTNOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OR DAMAGE OFANY KIND INCURRED IN CONNECTION WITH USE OF, OR EXPOSURE TO, ANY CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE SERVICES AND SOFTWARE.
YOU UNDERSTAND AND AGREE THAT THIS LIMITATION OF LIABILITY IN THIS SECTION 11 SHALL APPLY EVEN IF STAGE IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO BREACH OF CONTRACT, BREACH OF EXPRESS OR IMPLIED OR LIMITED WARRANTY, NEGLIGENCE OF ANY KIND OR DEGREE, STRICT PRODUCT LIABILITY, SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, OR ANY OTHER THEORY OF LIABILITY. HOWEVER, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF STAGE OR GROSS NEGLIGENCE OF STAGE IN THOSE STATES THAT DO NOT PERMIT LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE.
12. Fees and Payment
CertainServices may be provided for a fee. You shall timely pay all applicable fees in connection with the Services selected by you. If you fail to timely pay the applicable fees, Stage may terminate these Terms in entirety or part thereof.
13. DISPUTE RESOLUTION AND ARBITRATION/CLASS ACTION WAIVER/JURY TRIAL WAIVER
(a) Arbitration. Stage and you agree to arbitrate all disputes and claims that arise from or relate to these Terms or the Services or Software in any way, except for claims arising from bodily injury. This agreement to arbitrate is intended to be broadly interpreted.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE, LAW, YOU UNDERSTAND AND AGREE THAT WEARE EACH (A) WAIVING THE RIGHT TO A TRIAL BY JURY; (B) WAIVING THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION. THIS ARBITRATION IS MANDATORY AND NOT PERMISSIVE. These Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.
(b) Notice of Disputes. If either of us intends to seek arbitration of a dispute, that party must provide the other with notice in writing. The notice to Stage should be sent to: Stage Technologies, Inc., 2181 Greenwich Street, San Francisco, CA, 94123. Stage will send notice to you at the email and/or mailing addresses associated with your account. Your notice to Stage must (a) provide your name, mailing address, and email address; (b) describe the dispute; and (c) state the relief you are requesting. If we are unable to reach an agreement to resolve the dispute within 60 days after the notice is received, you or we may commence arbitration.
(c) Arbitration Procedures. The arbitration will be governed by the Consumer ArbitrationRules (“AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. If theAAA is unavailable, the parties shall agree to another arbitration provider or the court shall appoint a substitute. Unless you and we agree otherwise, any arbitration hearings will take place in the county (or parish) where you are receiving Stage Services. If the value of your claim is USD $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by telephone, or by an in-person hearing. If the value of your claim exceeds USD $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of this arbitration provision or the arbitrability of disputes are for the court to decide. The arbitrator may consider, but is not bound by, rulings in other arbitrations between Stage and Stage users. The arbitrator can award the same individualized damages and relief that a court can award. Judgment on the award may be entered by any court having jurisdiction.
(d) Costs of Arbitration. The AAA’s fee schedule is subject to change and may be found in the AAA Rules (available online at www.adr.org). Stage will pay allAAA filing, administrative and arbitrator fees for any arbitration that Stage commences. If you provided Stage with 60 days’ notice of your intent to arbitrate before commencing an arbitration and the value of your claim is USD $10,000or less, Stage will pay your share of any such AAA fees. If the value of your claim exceeds USD $10,000, the allocation of AAA fees will be governed by theAAA Rules (unless the law of your state requires Stage to pay all such fees).If, however, the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)), then the payment of all AAA fees shall be governed by the AAA Rules. In such cases, the arbitrator may direct you to reimburse Stage for amounts that Stage paid on your behalf.
(e) No Class Arbitration. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND STAGE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED GROUP LITIGATION OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless all affected parties agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or group proceeding. If a court decides that applicable law precludes enforcement of any of this subsection’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
(f) 30-Day Opt-Out Period. If you do not wish to be bound by the arbitration and class-action waiver provisions in this Section 13, you must notify Stage in writing within 30 days of the date that you first accept these Terms (unless a longer period is required by applicable law). Your written notification must be mailed to Stage at the following address: Stage Technologies, Inc., 2181 Greenwich Street, SanFrancisco, CA, 94123. Subject to Section 13(g) below, if you do not notify Stage in accordance with this Section 13(f), you agree to be bound by the arbitration and group litigation waiver provisions of these Terms, including such provisions in any Terms revised after the date of your first acceptance. Such notification must include: (a) your name, (b) your Stage account email address, (c) your mailing address and (d) a statement that you do not wish to resolve disputes with Stage through arbitration. This notification affects these Terms only; if you previously entered into other arbitration agreements with Stage or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in these Terms shall not affect the other arbitration agreements between you and Stage.
(g) Future Changes to Arbitration Provision. If Stage makes any changes to theDispute Resolution and Arbitration Section of these Terms (other than a change to the address at which Stage will receive notices of dispute, opt-out notices or rejections of future changes to the Dispute Resolution and ArbitrationSection), you may reject any such change by sending us written notice within 30days of the change to Stage Technologies, Inc., 2181 Greenwich Street, San Francisco, CA, 94123. It is not necessary to send us a rejection of a future change to the Dispute Resolution and Arbitration Section of these Terms if you had properly opted out of the arbitration and group litigation waiver provisions in this Section 13 within the first 30 days after you first accepted these Terms. If you have not properly opted out of the arbitration and group litigation waiver provisions in this Section 13, by rejecting a future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this arbitration provision, as modified by any changes you did not reject.
14. Digital Millennium Copyright Act
If you are a copyright owner or an agent thereof and believe that any Content infringes your copyrights, you may submit a notification pursuant to theDigital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further details): (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; (d) information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number and, if available, an electronic mail; (e) a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(a) Changes to These Terms. Stage reserves the right to make changes to these Terms. Stage will post notice of changes to this page. You should ensure that you have read and agree with the most recent Terms when you use the Services and Software.Continued use of the Services and Software following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the revised Terms. IF YOU DO NOT AGREE WITH ANY OF THE CHANGES TO ANY OF THE TERMS, YOU SHOULD CEASE USING THE SERVICES AND SOFTWARE.
(b) Governing Law. These Terms, and any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to these Terms or your use of the Software and Services shall be governed by the laws of the State ofCalifornia without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. The courts in some states and countries may not apply California law to some types of disputes. If you reside in one of those states or countries, then where California law is excluded from applying, your state’s or country’s laws will apply. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS IN OR FOR SAN FRANCISCO COUNTY,CALIFORNIA FOR THE PURPOSE OF LITIGATING ALL SUCH CLAIMS OR DISPUTES, UNLESS SUCH CLAIM OR DISPUTE IS REQUIRED TO BE ARBITRATED AS SET FORTH IN AN ABOVE SECTION.
(c) Protection of Confidentiality and Intellectual Property Rights. Notwithstanding the foregoing, Stage may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.
(d) Entire Agreement/Severability. These Terms constitute the entire agreement between you and Stage regarding the use of the Services and Software. Any failure by Stage to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither party is an agent or partner of the other party.
(e) Survivability. The obligations in Sections 3(c), 4, 6, 7, 8, 11, 13 and 15 will survive any expiration or termination of these Terms.
(f) Assignment. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without Stage’s prior written consent. These Terms may be assigned by Stage without restriction. These Terms are binding upon any permitted assignee.
(g) Disclosures. If you are a resident of California, you may report complaints to the ComplaintAssistance Unit of the Division of Consumer Services of the CaliforniaDepartment of Consumer Affairs by contacting them, in writing, at 400 R Street, Sacramento, CA 95814, USA, or by telephone on (800) 952-5210.
(h) Copyright/Trademark Information. Copyright © 2022, Stage Technologies, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Sites or in connection with the Services are the property of Stage or of their respective holders. You are not permitted to use any of the Marks without the applicable prior written consent of Stage or such respective holders. Stage reserves the right to alter software and service offerings, specifications and pricing at any time, without notice, and is not responsible for typographical or graphical errors that may appear in this or in related documents.