Stages LLC Terms of Use
Last Revised: December 21, 2016

Welcome to Stages website, which is operated by Stages LLC (“us,” “we,” or “Stages”).  These Terms of Use (the “Terms of Use”) govern your use of the Stages website (the “Site”), Stages’ audio products (the “Products”), our mobile application (the “App”), any web store on our Site (the “Store”) that sells Products, and any other service, application or software made available through or in connection with the Site, the Store, the Products or the App (collectively with the Site, the Products, the App and the Store, the “Service”).  

Please review the following terms carefully, as this is an electronic contract that establishes legally binding terms you must accept in order to use the Service. By accessing or using the Service, whether through a mobile device, mobile application, computer, Product, Store or otherwise, you (“you” or the “User”) agree to be bound by these Terms of Use.  If you do not agree to abide by these Terms of Use, you are not authorized to use or access (or continue to use or access) the Service.  If you have any questions regarding these Terms of Use, please contact us via email at: support@stages.co.

These Terms of Use include: (1) a release by you of all claims for damage against us that may arise out of your use of the SITE, THE PRODUCTS, THE APP, the store OR ANY OTHER Service; (2) A MANDATORY ARBITRATION PROVISION; and (3) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US.  By using the site, THE PRODUCTS, the app, THE STORE or any other service, you agree to THESE PROVISIONS and all other provisions contained herein. 

PRIVACY POLICY

Stages respects the privacy of its Users.  Please refer to Stages’ privacy policy (the “Privacy Policy”) (found here: www.stages.co/privacy) which explains how we collect, store, use and disclose information that pertains to your privacy.  When you access or use the Service, you signify your agreement to this Privacy Policy and to the collection, storage, processing and use of your information as set forth in the Privacy Policy, including the transfer of this information to servers, other data storage units, computers or other processing units in the United States for storage, processing, and use by Stages.

ABOUT THE SERVICE

Stages may offer other services or revise its existing Service, in its sole discretion, and these Terms of Use will apply to any and all additional services or revised Service.  Your use of the Service is conditioned upon your compliance with these Terms of Use as well as our Privacy Policy.

REGISTRATION; RULES FOR USER CONDUCT AND USE OF THE SERVICE

By registering for the Service, you represent and warrant that you have the right, authority and capacity to enter into these Terms of Use and to abide by all the terms and conditions of these Terms of Use.  You will assume all risk when using the Service.

By registering for the Service, you represent and warrant that you are 18 years of age or older and that you have the right, authority and capacity to enter into these Terms of Use and to abide by all the terms and conditions of these Terms of Use.  Stages does not knowingly collect, use or solicit personal information about or from children aged 13 or younger.  If we learn that we have collected the personal information of a child under 13, we will take steps to delete the information as soon as we can.

The Service is owned and operated in the United States and the servers upon which the Service is hosted are located in the United States.  You will only use the Service in a manner consistent with these Terms of Use and all applicable local, state, national and international laws and regulations, including, without limitation, United States export control laws.  You represent that you are not located in, under the control of, or a national or resident of any country which the United States has (i) embargoed goods, (ii) identified as “Specially Designated National,” or (iii) placed on the Commerce Department’s Table of Deny Orders.  Registration for, and use of, the Service are void where prohibited. 

Any personal data that users outside of the United States provide via the Service will be transferred to the United States.  Where permitted by law and if required by applicable law, you expressly consent to the transfer of your personal information to the United States and to the collection and processing of your personal information in the United States.  In giving this consent, you acknowledge your understanding that the laws on holding, processing, using and transferring personal information in the United States may vary and be less protective of your privacy than the laws of your state or country.

In order to use the Service, you must create an account and provide us with your name, age, photograph, email address and voice profile, among other things.  For more information on the information we collect from you and how we use it, please consult the Stages Privacy Policy.  You are responsible for any activities or actions under your account even if they are not done by you.  You agree to notify us immediately of any unauthorized use of your account.  Stages will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your username and/or account.

USE RESTRICTIONS

Your use of the Service, including any content you may post through the Service, must comply with all applicable laws and regulations.  The Service is for personal use only, and Users may not use the Service in connection with any commercial endeavors, or for the benefit of any third party or charge any person, or receive any compensation for, the use of any Service.  Stages reserves the right to investigate, suspend and/or terminate your account if you have misused the Service or behaved in a way Stages regards as inappropriate or unlawful, including actions or communications that occur off the Service.  You are solely responsible for your use of and activity in relation to the Service.  Your permission to use the Service is conditioned in part upon these use and conduct restrictions. 

You agree that you will not under any circumstances: use the Service for any unlawful purpose or for the promotion of illegal activities; access the Service in a jurisdiction in which it is illegal or unauthorized; ask or use Users to conceal the identity, source, or destination of any illegally gained money or products; distribute or submit unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” “spimming,” “phishing,” “trolling” or any other form of solicitation; attempt to stalk, harass, abuse, harm, intimidate, threaten or bully another person or User, or advocate the harassment or intimidation of another person; provide false, misleading or inaccurate information to Stages; interfere or attempt to interfere with the proper functioning of the Service; make any automated use of the Service, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure; bypass any robot exclusion headers or other measures we take to restrict access to the Service or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data; publish, submit or link to malicious content intended to damage or disrupt the browser, computer or systems of Stages or of any other User, person or entity, including content that contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful or disruptive codes, components or devices; forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Service (either directly or indirectly through use of third party software); post or submit any content that is illegal, inaccurate, incomplete, abusive, threatening, intimidating, harassing, obscene, profane, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive; “frame” or “mirror” any part of the Service; use meta tags or code or other devices containing any reference to Stages or the Service (or any trademark, trade name, service mark, logo or slogan of Stages) to direct any person to any other website for any purpose; post, use, transmit or distribute, directly or indirectly, (e.g. screen scrape) in any manner or media any content or information obtained from the Service other than solely in connection with your use of the Service in accordance with these Terms of Use; or express or imply that any statements you make are endorsed by Stages without our specific prior written consent.

SOFTWARE AND APP LICENSE

The Products include software that is proprietary to Stages and its licensors.  Any such software is licensed, not sold, by Stages and its licensors.  Subject to the terms and conditions of these Terms of Use, Stages grants you a limited, non-transferable, non-exclusive license to use the Software solely in connection with and as part of the Product.

Subject to the terms and conditions of these Terms of Use, Stages grants you a limited, non-transferable, non-exclusive license to download, install, and use one copy of the App in object code form only on an interactive wireless device that you own or control. 

The following terms and conditions apply to you only if you are using the App as downloaded from the Apple App Store.  To the extent the other terms and conditions of these Terms of Use are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to the App downloaded from the Apple App Store.  You acknowledge and agree that these Terms of Use are solely between you and Stages, not Apple, and that Apple has no responsibility for the App or any of its content.  Your use of the App must also comply with the App Store Terms of Service.  You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.  In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms of Use.  You and Stages acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.  You and Stages acknowledge that, in the event of any third-party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, Stages, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use.  You must comply with applicable third party terms of agreement when using the App.  You and Stages acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use as they relate to your license of the App, and that, upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary thereof.

INTELLECTUAL PROPERTY

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Service, including applicable copyrights, trademarks, patents, algorithms and other proprietary rights.  “Stages” and other Stages’ graphics, logos, designs, page headers, button icons, scripts and service names are the trademarks or trade dress of Stages in the U.S. and other countries.  You may not use Stages’ trademarks and trade dress, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion or create the impression that Stages endorses any product or service.  You may not reproduce or use Stages’ trademarks or trade dress without the prior written permission of Stages.  Other product and company names that are mentioned on the Service may be trademarks of their respective owners.  You may not copy, download, reverse engineer, use, redesign, reconfigure, or retransmit anything from the Service without Stages’ express prior written consent. We reserve all rights that are not expressly granted to you under these Terms of Use.

THIRD PARTY SITES, CONTENT AND SERVICES

The Service may contain links to other websites (“Third Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, sound, video, information, and other content or items belonging to or originating from third parties (“Third Party Content”).  The content and links are provided as a courtesy to Users.  We have no control over Third Party Sites and Third Party Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Content.  Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Service or any Third Party Content posted on or available through the Service, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Content.  Inclusion of, linking to or permitting the use of any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by Stages.  If you decide to leave the Service and access the Third Party Sites or to access or use any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern.  You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Service or relating to any applications you use or install from the site.

You may register for the Service using third party service providers (such as Facebook and Instagram, but in the future, you may be able to register for the Service through other social networks) (“Third Party Services”) and otherwise enable various Third Party Services to be directly integrated into your Stages experience.  When you register for the Service using a social network account, you authorize us to access and use certain information from that social network account.  By directly integrating Third Party Services into the Service, we make your online experiences richer and more personalized.  By enabling Third Party Services within the Service, you permit us to pass information to Third Party Services for this purpose.  For more information about the implications of activating Third Party Services and our use, storage, and disclosure of information related to you and your use of such services within the Service, please see our Privacy Policy at www.stages.co/privacy.  Please remember that the manner in which Third Party Services use, store and disclose your information is governed solely by the policies of such Third Party Services.  You should review the applicable terms and policies of Third Party Services, including privacy and data gathering practices. Providers of Third Party Sites, Third Party Content and Third Party Services shall be referred to as “Third Party Service Providers.”   We shall have no liability or responsibility for the privacy practices or other actions of any Third Party Service Providers or any other third party site or service that may be enabled within the Service.

USER CONTENT, LICENSE TO STAGES AND FEEDBACK

Users of the Service may be able to post, upload, publish and display comments, videos, photographs, audio clips or other information (“User Content”) or may be able to share User Content with other user of the Service.  By transmitting and submitting any User Content while using the Service, you agree that you  are solely responsible for your account and the activity that occurs while signed in to or while using your account; you will not post information that is malicious, false, inaccurate or illegal; and you hereby affirm we have the right, but not the obligation, to access, preserve and disclose any information you provide if required by law to do so, at the request of a third party, or if we, in our sole discretion, believe that access, preservation or disclosure is reasonable to (i) comply with any applicable laws, orders, claims or legal processes, (ii) protect or defend the rights, property or personal health or safety of Stages, any User and the public or any third party’s property, (iii) enforce these Terms of Use, including investigation of potential violations hereof, (iv) detect, prevent, or otherwise address fraud, security, or technical issues, or (v) respond to requests for customer service.

 You understand and agree that any liability, loss or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Service is solely your responsibility.  Stages is not responsible for any public display or misuse of your User Content.  Stages does not, and cannot, pre-screen or monitor all User Content.  However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Service.

As between you and us, you will own and continue to own any User Content you post on the Service.  Subject to the terms of the Privacy Policy, you hereby grant to Stages a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicenseable license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all of your User Content and your name, voice, and/or likeness as contained in your User Content, if applicable, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, (i) for use in connection with the Service and (ii) for any research and development of Stages, our parent company, any sister companies or subsidiaries, investors, advisors, consultants, joint ventures or partners or any of their agents, consultants, employees, officers, members or directors (collectively, our “Affiliates”), for (a) products or services which are related to the Service and (b) separate, unrelated projects, products or services provided or to be provided by Stages or our Affiliates.  By posting or submitting any User Content via the Service, you represent and warrant (a) that you own or otherwise control all of the rights to such User Content, including without limitation, all copyrights, and have the right to grant the licenses set forth above; (b) that such User Content is accurate; and (c) that use of such User Content does not violate these Terms of Use or the Privacy Policy and will not cause injury to any person or entity.  We take no responsibility and assume no liability for any content or materials submitted or posted via the Service by you or any third party.  WE RESERVE THE RIGHT TO REMOVE ANY CONTENT, MATERIAL, OR SUBMISSION THAT WE DETERMINE IN OUR SOLE DISCRETION VIOLATES ANY LAW OR RIGHT OF ANY PERSON, INFRINGES THE RIGHTS OF ANY PERSON, OR IS OTHERWISE INAPPROPRIATE FOR POSTING VIA THE SERVICE. 

You hereby acknowledge that any and all (i) suggestions for correction, change and modification to the Service and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to Stages by you (collectively “Feedback”); and (ii) improvements, updates, modifications or enhancements, whether made, created or developed by Stages or otherwise relating to the Service (collectively, “Revisions”), are and will remain the property of Stages.  You authorize Stages to treat any User Content as non-confidential and non-proprietary.  You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the Service or in any such Feedback or Revisions.  All Feedback and Revisions are the sole and exclusive property of Stages and Stages may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim.  You hereby assign to Stages any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions.  At Stages’ request, you will execute any document, registration or filing required to give effect to the foregoing assignment.

ONLINE CONTENT DISCLAIMER

Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by Stages, are those of their respective authors, and should not necessarily be relied upon.  Such authors are solely responsible for such content.  We do not guarantee the accuracy, completeness, or usefulness of any information accessed through the Service and neither do we adopt nor endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than Stages.  We take no responsibility and assume no liability for any User Content that you or any other User or third party posts or sends over the Service.  All User Content, whether publicly posted, privately transmitted, or exported from the Service to other platforms, formats, or media, is the sole responsibility of the persons who originated such User Content.  Under no circumstances will we be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Service, or transmitted to Users.

Though we strive to enforce these Terms of Use, you may be exposed to User Content that is inaccurate or objectionable.  The Service may contain User Content shared by our other Users which include links to other websites.  Stages is not responsible for the content of other sites or for the User Content other Users share on the Service.  Use your judgment when you tap on a link or view a video on the Service — if you think it might be offensive or harmful, do not tap the link and do not view the video.  We reserve the right, but have no obligation, to monitor the materials posted on the Service or to limit or deny a User’s access to the Service or take other appropriate action if a User violates these Terms of Use or engages in any activity that violates the rights of any person or entity or which we deem unlawful, offensive, abusive, harmful or malicious.  We shall have the right to remove any such material that in our sole opinion violates, or is alleged to violate, the law or these Terms of Use or which might be offensive, or that might violate the rights, harm, or threaten the safety of Users or others.  Unauthorized use may result in criminal and/or civil prosecution under federal, state and local law.  If you become aware of misuse of the Service, please report it to us at support@stages.co.  Any reports of violations you submit to us, including your identity, may not be kept confidential.  In response to your report, we may take actions in accordance with these Terms of Use or other applicable agreements between us and the alleged violator of the Terms of Use, and may pursue other remedies available under all applicable local, state, federal or international laws, regulations, rules, orders and other requirements, now or hereafter in effect.  Please note that a personal reply to reports you submit to us may not always be possible.

DISCLAIMERS

The Service may be unavailable from time to time for maintenance or other reasons.  You acknowledge and agree that Stages, its Affiliates and its Third Party Service Providers are not responsible for, and shall not have any liability, directly or indirectly, for any loss or damage, including personal injury or death, as a result of or alleged to be the result of (i) any incorrect or inaccurate User Content posted in the Service, whether caused by Users or any of the equipment or programming associated with or utilized in the Service; (ii) the timeliness, deletion or removal, incorrect delivery or failure to store any User Content, communications or personalization settings; (iii) any error, omission or defect in, interruption, deletion, alteration, delay in operation or transmission, theft or destruction of, or unauthorized access to, any User or User communications; or (iv) any problems, failure or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to Users or to any other person’s computer or device related to or resulting from participating or downloading materials in connection with the Internet or in connection with the Service. 

ALL USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK.  TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE SERVICE AND ANY CONTENT AND INFORMATION PRESENTED ON THE SERVICE ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTIES OF ANY KIND.  WITHOUT LIMITING THE FOREGOING, STAGES AND OUR AFFILIATES AND THIRD PARTY SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE (INCLUDING ALL CONTENT CONTAINED THEREIN), INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF TIMELINESS, ACCURACY, COMPLETENESS, RELIABILITY, SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.  WITHOUT LIMITING THE FOREGOING, STAGES MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, SECURE OR THAT ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED.

ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR DEVICE, COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OR CORRUPTION OF DATA THAT RESULTS OR MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL.  IF YOU DO NOT ACCEPT THIS LIMITATION OF LIABILITY, YOU ARE NOT AUTHORIZED TO DOWNLOAD OR OBTAIN ANY CONTENT OR OTHER MATERIALS THROUGH THE SERVICE.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

STAGES, OUR AFFILIATES AND OUR THIRD PARTY SERVICE PROVIDES DO NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY CONTENT PROVIDED THROUGH THE SERVICE, OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY USER OR OTHER PERSONS THAT APPEARS IN THE SERVICE. UNDER NO CIRCUMSTANCES WILL STAGES OR ITS AFFILIATES OR THIRD PARTY SERVICE PROVIDERS BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED IN THE SERVICE, OR TRANSMITTED TO OR BY ANY USERS. 

LIMITATION OF LIABILITY; RELEASE

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STAGES OR ITS AFFILIATES (AS DEFINED ABOVE) BE LIABLE TO YOU, ANY OTHER USERS OR ANY THIRD PERSON FOR ANY DEATH, BODILY INJURY, EMOTIONAL DISTRESS, ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF USE, DATA, GOODWILL, SERVICE DOWNTIME, LOST OPPORTUNITY, REPUTATIONAL HARM, OR OTHER INTANGIBLE LOSSES, OR FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR SPECIAL DAMAGES, HOWEVER ARISING, THAT RESULT FROM (A) COMMUNICATIONS OR MEETINGS WITH OTHER USERS OR PERSONS YOU MEET THROUGH THE SERVICE, INCLUDING, WITHOUT LIMITATION, FROM ANY USERS OR PERSONS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU; (B) ANY CONDUCT OR USER CONTENT OF ANY USERS OR THIRD PARTIES ON THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (C) ANY CONTENT OBTAINED FROM THE SERVICE; (D) THE USE, DISCLOSURE, OR DISPLAY OF YOUR USER CONTENT; (E) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (F) THE SERVICE GENERALLY OR THE SYSTEMS THAT MAKE THE SERVICE AVAILABLE; OR (G) ANY OTHER INTERACTIONS WITH STAGES, ITS AFFILIATES OR ANY OTHER USER, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF STAGES OR ITS AFFILIATES ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.  YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH STAGES’ SERVICES IS TERMINATION AND DISCONTINUATION OF THE SERVICE.  YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SERVICE OR THE TERMS OF THESE TERMS OF USE MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

IF, FOR ANY REASON, A COURT FINDS STAGES OR ITS AFFILIATES LIABLE FOR DAMAGES NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF STAGES AND ITS AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE SERVICE OR ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICE EXCEED TWO-HUNDRED AND FIFTY U.S. DOLLARS (U.S. $250.00).

THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), CONSUMER PROTECTION LAW, OR OTHERWISE, AND WHETHER OR NOT STAGES OR ITS AFFILIATES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  THE LIMITATIONS OF THIS SUBSECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN STAGES AND YOU.

If you have a dispute with one or more Users or any other third party resulting from or arising out of or in connection with your use of the Service, you release us and our Affiliates (defined above), from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.  If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Stages, its Affiliates, its Third Party Service Providers and third parties from and against any damages, losses, liabilities, claims, costs and expenses (including reasonable attorney’s fees) relating to or arising out of (i) your use of or inability to use the Service, (ii) any User Content provided by you, (iii) your violation of any terms of these Terms of Use, the Privacy Policy or your violation of any rights of a third party, including without limitation any intellectual property, privacy or other proprietary right, or (iv) your violation of any applicable laws, rules or regulations.  We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which even you will fully cooperate with us or our Affiliates or Third Party Services providers in asserting any available defenses.

ARBITRATION

THIS SECTION INCLUDES AN ARBITRATION AGREEMENT AND AN AGREEMENT THAT ALL CLAIMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY (AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING).  PLEASE READ IT CAREFULLY. 

Informal Process First

You agree that if you have any dispute with Stages relating in any way to these Terms of Use or from access to or use of the Service, you will first contact us and make a good faith sustained effort to resolve the dispute with us informally before resorting to more formal means of resolution. 

Arbitration (“Arbitration Agreement”)

If we are unable to resolve the dispute informally, STAGES AND YOU (SUCH REFERENCES INCLUDE OUR RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS AND ASSIGNS) AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY (EACH, A “CLAIM”) RELATING IN ANY WAY TO THESE TERMS OF USE OR THE SERVICE WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT.  However, this Arbitration Agreement does not govern any Claim by Stages for infringement of its intellectual property or access to the Service that is unauthorized or exceeds authorization granted in these Terms of Use.

Arbitration is more informal than a lawsuit in court.  THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.  HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMA0GES), AND MUST FOLLOW THE TERMS OF THESE TERMS OF USE AS A COURT WOULD.  The Federal Arbitration Act (“FAA”) and federal arbitration law apply to these Terms of Use.

If you intend to seek arbitration, after following the informal dispute resolution procedure, you must first send written notice to Stages’ Customer Service of your intent to arbitrate (“Notice”).  The Notice to Stages should be sent by sending the Notice by U.S. Postal Service certified mail to 200 Princeton South Corporate Center, Suite 110, Ewing, NJ08628, Attention:  Customer Service.  The Notice must (i) describe the nature and basis of the Claim; and (ii) set forth the specific relief sought.  The arbitration will be conducted by the American Arbitration Association (“AAA”) under the Commercial Dispute Resolution Procedures including, if you are an individual, the Supplementary Procedures for Consumer-Related Disputes (collectively, “AAA Rules”), as modified by these Terms of Use.  If you are not an individual or have used the Service on behalf of an entity, the AAA's Supplementary Procedures for Consumer-Related Disputes will not be used.  The AAA Rules are available at www.adr.org or by calling 1-800-778-7879.  All issues are for the arbitrator to decide, including the scope of this arbitration clause, but the arbitrator is bound by the terms of these Terms of Use.

The number of arbitrators will be one.  You may choose to have the arbitration conducted by telephone, based on written submissions, or in person at a mutually agreed upon location.  The arbitration will be conducted in the English language.  Delaware law will apply without regard to conflict of law issues.  Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.  If you are an individual and have not accessed or used the Service on behalf of an entity, we will reimburse those reasonable fees for claims totaling less than $10,000, unless the arbitrator finds that either the substance of your claim or the relief sought is improper or not warranted, as measured by the standards set forth in Federal Rule of Civil Procedure 11(b).  In such case, you agree to reimburse Stages for all monies previously disbursed by us that are otherwise your obligation to pay under the AAA Rules. 

Class Action Waiver

Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”).  The parties expressly waive any ability to maintain any Class Action in any forum.  If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration.  Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.  The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.

If this class action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void and Stages shall have the right to terminate or suspend this Agreement immediately upon notice to you.  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.  In the event that this Arbitration Agreement is found not to apply to you or a particular Claim, you and Stages agree that any judicial proceeding will be brought in a state or federal court located in the State of New Jersey, and both you and Stages consent to the personal jurisdiction and venue of the courts located within the State of New Jersey for the purposes of resolving such Claims.  If for any reason a claim proceeds in court rather than in arbitration, you and Stages each waive any right to a jury trial. 

MODIFICATION OF TERMS OF USE

We can amend these Terms of Use at any time, in our sole discretion, with or without notice, and we will update these Terms of Use in the event of any such amendments.  It is your sole responsibility to check the Service from time to time to view any such changes in the Terms of Use.  When we change these Terms of Use in a material manner, we will notify you by posting an announcement on the Service.  If you continue to use the Service, you signify your agreement to our revisions to these Terms of Use.  If you do not agree to any of these terms or any future Terms of Use, you may not use or access (or continue to access) the Service.  Any changes to these Terms of Use (other than as set forth in this paragraph) or waiver of our rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of an officer of Stages.  No purported waiver or modification of these Terms of Use by Stages via telephonic or email communications shall be valid.

Unless we designate a different date for effectiveness, such changes will be effective when notice is given to you, and notice will be considered given when such notice is indicated and accessible from our homepage.  You agree that the amended terms and conditions of these Terms of Use shall be effective and binding on you upon the effective date indicated in such notice or on such other date as we may designate in our notice.

COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT

Termination of Repeat Infringer Accounts.  Stages respects the intellectual property rights of others and requests that Users do the same.  Stages may, at our discretion, remove or disable access to material, including any User Content, on the Service without any liability to the User who provided such content.  Stages also may, at our discretion, remove or disable links or references to an online location that contains infringing material or infringing activity.  Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we have adopted and implemented a policy that provides for the termination in appropriate circumstances of Users of the Service who are repeat infringers.  We may terminate access for participants or Users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.

DMCA Take-Down Notices.  If you are a copyright owner or an agent thereof and believe, in good faith, that any materials on the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending the following information in writing to Stages’ designated copyright agent at: support@stages.co or 200 Princeton South Corporate Center, Suite 110, Ewing, NJ08628, Attention Copyright Agent:

  1. The date of your notification;

  2. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

  3. A description 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;

  4. A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;

  5. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and/or email address;

  6. 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

  7. 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.

 Stages is not liable for any content removed as a result of a notification of infringement by a copyright owner or his agent.

Counter-Notices. If you believe that your User Content that has been removed from the Service is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your User Content, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:

  1. Your physical or electronic signature;

  2. A description of the content that has been removed and the location at which the content appeared before it was removed;

  3. A statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and

  4. Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in the State of New Jersey and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Stages copyright agent, we may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days.  Unless the copyright owner files an action seeking a court order against the content provider, member or User, the removed content may (in our discretion) be reinstated on the Service in 10 to 14 business days or more after receipt of the counter-notice.

EMAIL MAY NOT BE USED TO PROVIDE NOTICE TO STAGES

Communications made through the Service will not constitute legal notice to Stages or any of its officers, employees, agents or representatives in any situation where notice to Stages is required by contract or any law or regulation.

USER CONSENT TO RECEIVE COMMUNICATIONS IN ELECTRONIC FORM

For contractual purposes, you (a) consent to receive communications from Stages in an electronic form via the email address you have submitted; and (b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.  The foregoing does not affect your non-waivable rights.

We may also use your email address to send you other messages, including information about Stages and special offers. You may opt out of such email by changing your account settings or sending an email to [Insert email address] or mail to the following postal address:

Customer Support:

Stages LLC
200 Princeton South Corporate Center
Suite 110
Ewing, NJ  08628
Attention:  Customer Service

Opting out may prevent you from receiving messages regarding Stages or special offers.

TERM AND TERMINATION

These Terms of Use will become effective as soon as you accept it by using the Service, and will remain in effect until terminated hereunder.  We may terminate or suspend your account or ability to use the Service, in whole or in part, without notice in the event that (a) you violate the Terms of Use or violate any other rules that govern the use of the Service; (b) your conduct may harm Stages or others or cause Stages or others to incur liability; or (c) as otherwise determined by us in our sole discretion.  If we disable your account, you may not create another one without our express written permission.

We may modify the Service, and all content, software and other items used or contained in the Service, at any time without notice.  You may terminate your Stages registration at any time by signing into the App, then clicking on the “Settings” heading, then following the instructions for terminating your account.   Your access to, use of, or participation in the Service, including any content therein, may be prevented by us at any time after your termination of your account.

If you terminate your Stages registration, you may submit a request to Stages to request removal of your User Content by sending an email to support@stages.co.

In each of these cases, these Terms of Use will terminate, including your license to use the Service, except that the following Sections shall continue to apply:  License to Stages, App License, Intellectual Property, Disclaimers, Limitation of Liability; Release, Indemnification, Arbitration, Class Action Waiver and Term and Termination.

MISCELLANEOUS PROVISIONS

Mobile Services.  Please be aware that when accessing the Service via the Site (on a mobile device) or App, your carrier's normal messaging, data and other rates and fees will apply. You are solely responsible for any internet connection fees or mobile device/telecommunication fees that occur when accessing the Service. You should check with your carrier to find out what plans are available and how much they cost.  In addition, downloading, installing, or using the App may be prohibited or restricted by your carrier or an app store, and the App may not work with all carriers or devices.  Therefore, you should check with your carrier or the app store, as applicable, to find out if the App is available for your mobile device, and what restrictions, if any, may be applicable to your use of the App.

Assignment.  We may freely assign or delegate these Terms of Use in whole or in part, to any person or entity at any time with or without your consent, including without limitation any rights to any information we have collected in accordance with our Privacy Policy.  You may not assign or delegate any rights or obligations under the Terms of Use without our prior written consent, and any unauthorized assignment and delegation by you is null and void from the beginning.  Subject to the foregoing, these Terms of Use will inure to the benefit of and will be binding upon each party’s successors and assigns.

Governing Law.  These Terms of Use and your use of the Service are governed by the federal laws of the United States of America and the laws of the State of Delaware, without regard to conflict of law provisions.

Relationship. No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms of Use.

Waiver.  No delay or omission by us to exercise any right or power occurring upon any noncompliance or default by you with respect to any of the terms of these Terms of Use shall impair any such right or power or be construed to be a waiver thereof.  Any waiver by us of any covenant, condition, or agreement to be performed by you shall not be deemed to be a waiver of any prior or subsequent breach of the same, or of any other covenant, condition, or agreement hereunder.  Unless stated otherwise, all remedies provided for these Terms of Use shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.

Severability.  If any term, provision, covenant or condition of these Terms of Use is held invalid or unenforceable for any reason, the remainder of the provisions will continue in full force and effect as if these Terms of Use had been executed with the invalid portion eliminated. The parties further agree to substitute for the invalid provision a valid provision that most closely approximates the intent and economic effect of the invalid provision. The headings and captions contained herein will not be considered to be part of these Terms of Use but are for convenience only.  

Entire Agreement.  These Terms of Use and the Privacy Policy set forth the entire understanding between you and Stages with respect to the matters contained herein and there are no promises, covenants or undertakings other than those expressly set forth herein.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS.  YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THESE TERMS OF USE.