How To Write A Comedy Pilot Executives Will Want To Read!
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How To Write A Kick-Ass Comedy Pilot That Will Get Executives’ Attention!
Hosted by Michael Poisson
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Written material must be submitted no later than 30 minutes before the scheduled start of the session. Late submissions will not be reviewed or refunded.
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Scorecard Sample
Within 3 weeks of your pitch session, you will receive a Stage 32 scorecard filled out by the executives that looks like this:
Stage 32® Webinar Service Terms and Conditions
These are general terms and conditions for access to, and use of, Stage 32® webinar services, effective as of October 1, 2015. This agreement ("Agreement") is by and between Stage 32, LLC (“Provider”) and you, (“Participant”). Provider and Participant are referred to jointly hereinafter as the “Parties.” For good and valuable consideration, the amount and receipt of which is hereby acknowledged by the Parties, the Parties hereby agree as follows:
1.1 “Agreement” means this agreement including, without limitation, these definitions and any Supplemental Terms. This is not a talent agency contract. The term “Agreement” shall not mean, therefore, any form or analog of any kind of talent agency contract.
1.2 “Authorized Users” means persons authorized to access, and participate in, one or more subject Webinar Events and persons authorized to use Webinar Materials.
1.3 “Commencement Date” means the date that the Fee is paid for a subject Webinar Event.
1.4 “Covered Party” means (i) the Provider, the Providers’ affiliates, and any and all officers, directors, employees, subcontractors, agents, attorneys, successors, and assigns of Provider or the Providers’ affiliates; and (ii) each third party provider or supplier of the Webinar Event, the Webinar Materials and/or the Service, in whole or in part, and any and all of their respective officers, directors, employees, subcontractors, agents, attorneys, affiliates, successors and assigns.
1.5 “Fee” means the fee(s) charged by the Provider in relation to the provision of the Webinar Event and Webinar Materials to Participant.
1.6 “Participant” means you, the purchaser of a license to be provided Service contemplated by this Agreement, including the right to access and participate in one or more specified Webinar Events in exchange for the payment of one or more Fees appurtenant thereto.
1.7 “Presenter” means the featured or substitute speaker(s), lecturer(s), teacher(s), instructor(s), and presenter(s) of the Webinar Event.
1.8 “Provider” means Stage 32, LLC., an Arizona limited liability company, with a business address of 23233 N. Pima Rd. #113-148 Scottsdale, AZ 85255, and email address of support@stage32.com, doing business at and through its Web site address of www.stage32.com. 310-321-7832
1.9 “Service” means service or services to be provided by Provider (Stage 32, LLC) and/or the Presenter during the Subscription Period comprising, or otherwise associated with, the Webinar Event and Webinar Materials, including, without limitation, the production and transmission of live and recorded versions of Webinar Event and/or the providing of Webinar Materials to Authorized Users. While the term “Service” may include training, counseling, and/or listing information, such activities may not always or at any particular time be activities offered or provided by Provider. The term “Service” does not, however, ever expressly or implicitly include offering or attempting to obtain auditions or employment for Participant. Provider does not provide a means by or through which Participant or any other Authorized User may obtain auditions or employment.
1.10 “Subscription Period” means a period of 12 months commencing on the Commencement Date, in which period a Participant, as an Authorized User, may access a live or prerecorded Webinar Event for which the Fee has been paid.
1.11 “Supplemental Terms and Conditions” means other provisions not set forth in the text of this Agreement that are published by or on behalf of Provider and/or one or more Webinar Event Presenters, such as notices, rules, guidelines and other communications, that are associated with one or more Webinar Events and/or Webinar Materials, or the Service in general.
1.12 “Trademark Licensor” means Black and Blue, LLC.
1.13 “Webinar Event” means a passive or interactive streaming of an online seminar, class, course or other presentation that is live or prerecorded and which may be accessed by Authorized Users of the subject live or prerecorded online seminar, class, course or other presentation during the portion of the Subscription Period commencing at the time of the live presentation of the online seminar, class, course or other presentation and continuing through the end of the Term.
1.14 “Webinar Materials” means all course manuals and e-learning products, question banks, course notes and any other materials supporting the Webinar Events supplied to the Authorized Users by the Presenter.
3.2 If Participant fails to pay the full amount of the Fee associated with a subject Webinar Event or if such Fee is refunded, cancelled, or charged back for any reason, Participant shall not be an Authorized User in regard to that Webinar Event associated with the Fee and Participant shall not be authorized to access or participate in the Webinar Event or access or use any Webinar Materials.
3.3 The Retail Fee(s) for the Webinar Event(s) entitled “How To Write A Comedy Pilot Executives Will Want To Read!” is(are) $49.
3.4 The services to be provided by Provider in regard to the above referenced Webinar Event(s) in exchange for the payment of the Fee(s) appurtenant thereto is the Service referred to in this Agreement.
4.2 Notwithstanding the foregoing, Participant may make copies of Webinar Materials for Participant’s sole use to the extent expressly permitted by applicable copyright law and not further limited or prohibited by any additional terms or limitations published by Presenter or Provider pertaining to the use of Webinar Materials.
4.3 All rights, title, and interest in, to, and associated with, the Webinar Event, the Webinar Materials, and the Service, including without limitation, all copyrights and other intellectual property rights shall at all times belong to, and be owned or licensed to, the Provider and/or Presenter and/or their respective third party supplier(s). The Participant shall not acquire any ownership of copyright or other intellectual property rights or proprietary interest in or to the Webinar Event, the Webinar Materials or the Service.
4.4 Except as specifically provided in Sections 4.1 and 4.2, Participant is otherwise expressly prohibited from downloading, storing, reproducing, transmitting, displaying, printing, copying, distributing, or otherwise using the Webinar Materials. All access to and use of the Webinar Event and Webinar Materials is via licensed permission granted to Participant and other Authorized Users. No access to, or use of, the Webinar Event and/or Webinar Materials may be via any automated, robotic, scripted, mechanical, or any other automated means not provided by Provider or Presenter. Each Webinar Event and all Webinar Materials are for use by Authorized Users only. Purchaser may not distribute or re-transmit the Webinar Event or Webinar Materials to any third parties.
4.5 Participant expressly agrees that Participant shall not engage in any activity in association with Participant’s participation in the Webinar Event, use any Webinar Materials or use of the Service, that in any way, violates any law or regulation or that violates, infringes or misappropriates any person’s or entity’s rights, including without limitation, Provider’s or any Presenter’s rights, and that any such activity or use shall immediately terminate the license(s) granted by Provider to Participant in this Agreement.
4.6 Participant may not remove or alter any copyright notice or other notice contained in, or otherwise published in association with, the Webinar Event, Webinar Materials or the Service.
4.7 Participant agrees that in addition to the terms and conditions expressly set forth in this Agreement, Supplemental Terms and Conditions shall also apply to, and govern, Participant’s use of the Webinar Event, Webinar Materials and/or the Service. Participant agrees that Participant’s participation in a subject Webinar Event, use of Webinar Materials and/or use of the Service, after the publication, or email notice to Participant of, Supplemental Terms and Conditions, whereby such publication may be by posting on the Provider’s website or such notice may be made in association with Participant’s access to the Webinar Event(s) or Webinar Materials, shall constitute Participant’s irrevocable agreement to such Supplemental Terms and Conditions, and Participant further agrees to be subject to, and bound by, all such Supplemental Terms and Conditions, and that all such Supplemental Terms and Conditions shall automatically be incorporated by reference into this Agreement. If, however, Participant does not want to agree to be bound to such Supplemental Terms and Conditions, Participant may elect not to participate in a subject Webinar Event, use of Webinar Materials and/or use of the Service after the publication of applicable Supplemental Terms and Conditions, and if Participant so elects, Participant agrees that the cancellation, refund and survival provisions set forth in this Agreement shall apply to such election.
6.2 The Service, and parts thereof, are subject to change without notice. For example, content and features associated with the Webinar Event, Webinar Materials and/or the Service may be substituted, supplemented, removed or otherwise modified, in whole or in part, at Provider’s sole election.
6.3 Provider will provide to the Participant by email, online publication, or other similar communication, information and instructions for accessing the Webinar Event.
6.4 Participant acknowledges and agrees that Webinar Event participation may require Participant to configure software settings on Participant’s computer or other device through which Participant accesses the Webinar Event or require Participant to download the software for an operating system. Participant acknowledges and agrees that Participant may be required to provide administrator or other control privileges on such computer or other device to be able to manually install such software.
6.5 In connection with the operation of the Webinar Event, Provider or Provider’s agent(s) will ask Participant to provide information that personally identifies Participant or allows Provider or its designated agent(s) to contact Participant in regard to Participant’s use of the Service. Personal information that Participant Provides for this purpose will be provided to Provider and/or the provider(s) of Provider’s audio- and web-conferencing services, and vendors that assist in the processing of the information.
6.6 Participant acknowledges that personal information Participant provides to Provider and the other parties referenced in Section 6.5 is stored in operating environments that employ reasonable security measures and that are not available to the general public. Notwithstanding the foregoing, Participant also acknowledges that no warranty is made by Provider, or any other person or entity, that such operating environments are invulnerable to hacking and other breaches of security or are any less vulnerable than typical operating environments. Participant expressly agrees that Provider and all other parties referenced in Section 6.5 and all Covered Parties shall not be responsible for any unauthorized access to such information by hackers or others that obtain access to Participant’s personal information through unauthorized or illegal activity.
6.7 Participant acknowledges and agrees that Participant shall be responsible for the confidentiality and security of confirmatory registration information sent to Participant by Provider and others, such as passwords, access codes and Webinar Materials, shall at all times be Participant. If Participant determines that a third party has obtained any such information in an unauthorized manner, Participant agrees to promptly notify Provider at one or more of the addresses provided in Section 6.8.
6.8 If Participant desires that Provider remove any information about Participant (such as a photograph, contact information, or any identifying information) from Provider’s website(s), Participant may send a removal request to Provider by email at support@stage32.com, by postal mail at 23233 N. Pima Rd., Suite 113-148, Scottsdale, AZ 85255. Provider will remove the requested information from its website within ten (10) days of delivery of the removal request.
6.9 Reasonable efforts will be made to ensure that the Webinar Event take place on the advertised date and time. In the event that a Webinar Event does not take place, Participant may obtain a refund of the Fee paid in association therewith unless the cause was beyond Provider’s reasonable control, or not exclusively Provider’s fault, in which case Participant shall have no right to any refund of the Fee.
6.10 Provider reserves the right to substitute one or more Presenters to provide the instruction and/or other services contemplated in association with the scheduled Webinar Event in circumstances where one or more Presenters scheduled to provide such instruction or other services becomes unavailable or events beyond Provider’s and/or Presenter’s reasonable control otherwise prevent or practically impede the subject Presenter(s) from performing services associated with the subject Webinar Event as contemplated. Participant expressly acknowledges and agrees that no refund of any Fee shall be due Participant if such substitution is made.
6.11 Participant acknowledges and agrees that Provider, or persons hired by Provider, may, without obligation, monitor Participant’s and other Authorized Users’ accessing of, and participation in, the Webinar Event. Such monitoring may include, without limitation, the determination of the number of computers accessing a Webinar Event and associated IP addresses to assist Provider’s efforts to limit access to the Webinar Events to Authorized Users only.
6.12 Participant agrees and warrants that Participant shall at all times be courteous and professional regarding all communications with the Presenter(s), fellow Webinar Event attendees, other Authorized Users, Provider and Provider’s employees and agents. Participant shall at all times observe any and all rules, regulations and guidelines regarding participation in, and use of, Webinar Events and Webinar Materials. Participant hereby agrees to fully indemnify any and all affected parties, including without limitation, the Presenter(s), Authorized Users, the Participant and Participant’s employees and agents, and Participant also agrees to fully and separately indemnify all Covered Parties, for and from, any and all damages that result from any and all unlawful, infringing, misappropriating, discourteous, unprofessional, demeaning, insulting and/or hurtful actions or omissions by Participant and/or any person under Participant’s actual, implicit or vicarious control.
6.13 Access to, and use of, Webinar Events and Webinar Materials, and use of the Service, are all offered and/or provided by Provider are on a non-exclusive basis. Participant acknowledges that the same or similar Service may be offered and/or provided to an unlimited number of other persons and entities, including without limitation, one or more competitors of Participant.
6.14 Participant agrees to fully indemnify all Covered Parties for and in regard to any and all damages and expenses, including without limitation, attorneys' fees, that directly, indirectly and/or consequentially result or arise from, or otherwise relate to, Participant’s breach of any term, condition, obligation, warranty or other provision of this Agreement, including without limitation, any term, condition, obligation, rule, guideline or other provision set forth in the Supplemental Terms and Conditions.
6.15 Force Majeure. Participant acknowledges that Provider and all Presenters shall be excused from delays in performing or from its failure to perform to the extent that such delay or failure results from causes beyond the reasonable control of the Provider and/or Presenter(s), including, without limitation, acts of God, nature, any government agency(ies), war, civil disturbance, labor disputes or shortages, electrical or mechanical breakdowns, inability or refusal of a common carrier to provide communications capabilities, or any other force majeure cause beyond the Provider’s and/or the Presenter’s(s’) direct control, including but not limited to, the issuance of an order by any regulatory, administrative, judicial or legislative prohibiting or interfering with Provider’s and/or Presenter’s(s’) respective performance of their obligations as contemplated under this Agreement.
10.2 ALL WEBINAR EVENTS, WEBINAR MATERIALS AND SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE PROVIDER MAKES NO EXPRESS WARRANTIES UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THAT THE SERVICE IS OR WILL BE COMPLETE OR FREE FROM ERRORS OR THAT INFORMATION WILL CONTINUE TO BE AVAILABLE TO PROVIDER TO ENABLE PROVIDER TO KEEP THE SERVICE UP-TO-DATE.
10.3 Participant hereby agrees that, except for the warranty in Section 10.1, all parts of the Service are provided without any warranties of any kind, including, without limitation, warranties regarding the availability, accuracy, or content of materials, information, product or services, or warranties of merchantability, fitness for a particular purpose, title, or non-infringement of any patent rights or other rights, and Provider expressly disclaims all such warranties.
10.4 Participant acknowledges and agrees that Participant’s participation Webinar Events is at Participant’s sole risk.
10.5 Participant acknowledge and agree that any and all disclosures, including without limitation, story ideas, treatments, scripts, production concepts, casting suggestions, etc., Participant makes to a Presenter and other Webinar Event participants, and/or to Provider or its agents shall at all times be at Participant’s own and sole risk and neither Provider nor any of the Released Parties shall be liable in any way for any consequence(s) resulting from any such disclosures.
10.6 Provider does not warrant that the functionality of the Webinar Event and/or the Website will be uninterrupted or error-free, or that any discovered defects will be corrected.
10.7 The disclaimer of warranties set forth in this paragraph constitutes an essential part of this Agreement. Some states and countries do not allow exclusions of an implied warranty.
11.2 The Provider’s liability to the Participant for breach of any condition or warranty implied under any law which cannot be lawfully modified or excluded by this Agreement shall, to the maximum extent permitted by law, be limited at the Provider’s option to supplying the Service or Webinar Materials again or paying for their re-supply.
11.3 The Provider’s liability to the Participant for loss or damage of any kind (including loss or damage caused by negligence) shall be reduced to the extent that the Participant caused or contributed to that loss or damage.
11.4 THE COVERED PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LEGAL FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE SERVICE, WEBINAR MATERIALS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY.
11.5 The Service is provided for educational and entertainment purposes only and are not intended, nor should they be used, as a substitute for professional advice or judgment or to provide legal, business, psychological or medical advice of any kind with respect to any circumstances.
11.6 While reasonable efforts are made to provide accurate information, Presenters are independent parties presenting information that is not substantively reviewed or controlled by Provider and regarding which Provider makes no express or implied warranties. Therefore, Participant should obtain independent verification or advice before ever relying upon any information provided in or through the Service, particularly in circumstances where loss or damage may result. Participant expressly acknowledges the foregoing and agrees not to materially rely on any such information without obtaining qualified independent verification or advice.
11.7 All passwords and other identifications, if any, issued by or through Provider to Participant are personal and confidential to Participant and Participant agrees to safeguard them accordingly. If the Provider knows or suspects that any such password or identification is being used by another person, Participant agrees and warrants that Participant will promptly notify Provider and do such things as are reasonable to initiate and assist Provider’s prompt cancellation of such password or identification.
11.8 The Participant agrees that in the event that the Participant infringes Provider’s intellectual property, privacy or contractual rights contained in, or associated with, a Webinar Event, any Webinar Materials or any other part of the Service, Participant shall fully compensate and indemnify the Provider and all other Covered Parties for any actual or alleged infringement of any and all intellectual property, privacy and contractual rights, including without limitation, with respect to any and all trademarks, service marks, patents, copyrights, misappropriation of trade secrets or any similar property rights. The Participant further agrees to indemnify and hold the Covered Parties harmless from and against any and all liabilities, costs, losses, damages and expenses (including reasonable legal fees) associated with such claim or action.
11.9 Participant agrees that any and compensation pertaining to any and all liability that might be attributable to the Provider and/or one or more other Covered Parties that directly or indirectly results from, arises under, or is otherwise related to, any Webinar Events, any Webinar Materials or any other part of the Service, including, without limitation, any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft, destruction, infringement, or unauthorized access to, alteration of, or other use of content, including without limitation content Participant provides (including without limitation, for example, scripts, treatments, ideas, etc.), any and all acts and omissions by the Presenter and/or any other Authorized Users, any and all breaches of contract, negligence, infringement of intellectual property rights, and any and all other causes of action, shall be strictly limited to the amount of Fee Participant paid for the subject Webinar Event or $500.00 whichever is less. Participant hereby agrees that to the maximum extent permitted by applicable law, in no event shall Provider or any other Covered Party be liable for any damages to Participant or to any person or entity claiming rights derived from Participant’s rights (including, without limitation, the right to recover damages for loss of business profits business interruption, loss of business information, or other incidental or consequential damages or any other pecuniary loss) arising out of any Webinar Event, Webinar Materials or the Service, even if Provider has been advised, had other reason to know, or in fact knew of the possibility of such damages. Participant acknowledges that the foregoing sentence, and other limitations of liability in this agreement reflect an informed, voluntary allocation between the parties of the risks (known and unknown) that may exist in connection with this Agreement, that such voluntary risk allocation was a material part of the bargain between the Parties, and that the economic and other terms of this Agreement were negotiated and agreed to by the Parties in reliance on such voluntary risk allocation.
11.10 WITHOUT LIMITING THE SCOPE, APPLICABILITY OR EFFECT OF SECTION 11.9 OR ANY OTHER LIABILITY OR DAMAGES LIMITING PROVISIONS OF THIS AGREEMENT, AND EXPRESSLY SUBJECT TO THE TERMS OF SECTION 11.09, IF FOR ANY REASONS THE LIMITATION OF DAMAGES PROVISIONS IN THIS AGREEMENT ARE OR BECOME UNENFORCEABLE, THEN PARTICIPANT EXPRESSLY AGREES THAT THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE SHALL NOT EXCEED THE AMOUNT OF PARTICIPANT’S ACTUAL DIRECT DAMAGES. PARTICIPANT’S RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES THAT THE PARTICIPANT MAY HAVE OR ACQUIRE AGAINST ANY AND ALL COVERED PARTIES. PARTICIPANT HEREBY EXPRESSLY AGREES AND WARRANTS THAT SHOULD PARTICIPANT BE DAMAGED IN ANY WAY FROM ANY CAUSE ARISING FROM OR OTHERWISE ASSOCIATED WITH ANY WEBINAR EVENT, WEBINAR MATERIAL, OR THE SERVICE, PARTICIPANT SHALL AT ALL TIMES MAINTAIN, AND DO NOTHING TO CONTEST, THE VIEW AND ASSERTION, THAT SUCH DAMAGES ARE UNIQUE IN CHARACTER AND KIND, UNIQUELY APPLICABLE ONLY TO PARTICIPANT, AND NOT APPLICABLE TO, OR MATERIALLY SIMILAR TO DAMAGES EXPERIENCED BY, ANY GROUP OR CLASS OF INDIVIDUALS OR ENTITIES, AND PARTICIPANT AGREES TO, AND ADMITS, AND SHALL NOT CONTEST, ANY AND ALL DEFENSES AND/OR CLAIMS BY PROVIDER AND/OR ANY AND ALL OTHER COVERED PARTIES THAT SUCH DAMAGES ARE NOT OF THE SAME KIND OR MATERIALLY SIMILAR TO THOSE EXPERIENCED BY ANY OTHER AUTHORIZED USERS.
11.11 Participant acknowledges and agrees that neither Provider nor any Covered Party shall be held responsible or liable for any communication or other content that is directly or indirectly transmitted, posted, provided or otherwise made available to Participant by or through any Webinar Event, any Webinar Materials or otherwise by or through the Service. Participant hereby expressly agrees that through accessing a live or prerecorded version of the Webinar Event, or any accessing or use of the Service, including without limitation, accessing or using the Webinar Materials or Service, Participant will be agreeing to fully release, hold harmless, and covenant never bring any legal, equitable or other action of any kind against the Provider and/or any and all other Covered Parties in regard to any and all claims, damage, costs, and expenses of every kind, including without limitation, attorneys fees, resulting from, arising from, arising under, or otherwise related in any way to, (i) one or more Webinar Events, (ii) Participant’s use of Webinar Materials, (iii) Participant’s use of the Service, (iv) any use of information or content provided by Participant in association with, or related to, Participant’s accessing one Webinar Events or using any Webinar Materials or other parts of the Service. Participant acknowledges and agrees that the foregoing release and agreement to not take any action or file any claim against the Provider or any other Covered Parties shall pertain to any and all injuries, losses, and damages of every kind, including compensatory, direct, incidental, consequential, punitive, and/or other damages, and any of the foregoing resulting or arising from (a) comments, opinions, advice and other communications and subsequent actions and inactions by the Presenter, (b) transmission, or failure to transmit, any part of the Webinar Event, for any reason, including but not limited to, negligence, human or technical error, (c) actions or omissions, including without limitation, future actions and omissions, by any third-party(ies), including, without limitation, any Presenter, etc., (d) any and all occurrences of one or more force majeure events, or (e) any cancellation, termination, suspension or material modification of the operation of a Webinar Event, or the Service in whole or in part. Participant further expressly and knowingly release and discharge all the Covered Parties from all actions, causes of action, suits, debts, agreements, promises, liabilities, demands, damages, losses and claims, known and unknown, of any and every kind whatsoever that Participant may have or may ever claim to have.
13.2 To achieve the express intent of the Parties, if the laws of the jurisdiction set forth in Section 13.1 materially limits or precludes the application of the limitation of liability and/or liquidated damages provisions set forth in this Agreement, or would, or would likely, impose such limitation bilaterally upon both Provider and Participant, notwithstanding the choice of laws and jurisdiction provisions set forth above, Provider and Participant each expressly agree that Provider shall have the right, to the maximum extent permitted by law, but not the obligation, to change the choice of law jurisdiction pertaining to the issue of applicability of the liquidated damages and/or other provisions limiting the Provider’s liability set forth in this Agreement, to a jurisdiction in which there is no law or limitation that materially limits or precludes the full application of the such provisions as set forth in this Agreement.
(i) by clicking any button that is posted on a sign-up or registration page indicating that Participant has read and agrees (i) to this Agreement and/or (ii) to “Terms and Conditions” where such is meant to refer to this Agreement;
(ii) by not opting out of an assent to this Agreement, for example by not un-checking or deactivating a checked box indicating that Participant accepts or agrees to this Agreement;
(iii) by accessing any Webinar Event or any Webinar Materials, by using or receiving any Service provided by the Provider or by otherwise using or receiving any license granted by Provider regardless of whether any of the above actions or uses are by Participant directly or indirectly through a person or entity under Participant’s control;
(iv) by directly or indirectly causing, or providing the circumstances for, the sending to Provider, or the receiving by Provider, of one or more payments of any kind arising from, or related to, this Agreement; or
(v) by engaging in any other action or inaction that, which, when broadly interpreted, reasonably indicates an intention to accept this Agreement, access or participate in one or more Webinar Events, access or use any Webinar Materials, or otherwise receive or use any part of the Service.
THIS AGREEMENT IS HEREBY EXECUTED ON BEHALF OF PROVIDER, STAGE 32, LLC, BY ITS CHIEF EXECUTIVE OFFICER, RICHARD BOTTO.
PARTICIPANT HEREBY ACKNOWLEDGES, AND AGREES TO, ALL OF THE TERMS, CONDITIONS AND OTHER PROVISIONS OF THIS AGREEMENT ON THIS DAY 2017/07/23
Stage 32® Happy Writers Terms of Use Agreement
Stage 32, LLC, the operator of Stage 32® ("Company", "Us", etc.) welcomes you ("You") to Stage 32® Happy Writers. Stage 32® Happy Writers is a writer's social networking resource and online meeting service for entertainment business professionals.
Your agreement to all the terms and conditions of this agreement ("Agreement") is required before You can use the Stage 32 Happy Writers service.
IT IS VERY IMPORTANT THAT YOU READ THIS AGREEMENT BECAUSE IT SETS FORTH THE TERMS AND CONDITIONS OF USE OF THE SERVICE AND THE GUIDELINES YOU WILL BE EXPECTED TO COMPLY WITH DURING THE SESSION. BY YOUR PURCHASE OF A SESSION AND USE OF THE SERVICE YOU WILL BE EXPRESSLY SIGNIFYING THAT YOU AGREE TO ALL THE FOLLOWING TERMS, CONDITIONS AND OTHER PROVISIONS SET FORTH IN THIS AGREEMENT.
Parties To This Agreement. The parties to this Agreement are the Pitch Session purchaser ("You") and Stage 32, LLC (hereinafter, the "Company"). As used in this Agreement, the terms "We", "Us", "Our" and variants thereof are used interchangeably to refer to the Company and variants of the word "You" ("Your", etc.) are used interchangeably to refer to You.
Acceptance. By clicking the button marked "I understand and agree to all of the above," by purchasing a pitch session, by uploading any content of any kind to the Website, or by otherwise accessing or using any of the Services provided by the Company, You hereby agree to be bound by all the terms and conditions set forth in this Agreement, including without limitation, Our Privacy Policy, which is incorporated herein by reference, and by all other rules, regulations, notices and agreements posted in or on the Website or otherwise provided to You.
Therefore, for good and valuable consideration, the amount, sufficiency, and receipt of which is hereby acknowledged by You and the Company (jointly referred to as "Parties"), the Parties hereby agree to all of the preceding and all the following:
- Definitions
1.2 "Moderator" shall mean Allen Roughton or another representative of The Happy Writers™ or the Company.
1.3 "Pro" shall mean the entertainment industry executive, manager or agent to whom You provide Your pitch.
1.4 "Released Parties" shall mean the Company, the Company's licensors (including, without limitation Black and Blue, LLC), and the Company's and the Company's licensor's respective directors, officers, members, principals, employees, contractors, suppliers, advertisers, affiliates, agents, attorneys, and all of the foregoing parties' respective, successors, successors in interest, heirs and assigns, including without limitation the Moderator.
1.5 "Session" shall mean an Online Pitching session via Skype® or other videoconferencing means, a written session, or another means of providing an opportunity for You to make a pitch to a Pro.
1.6 "Service" and "Services" shall interchangeably mean the services provided to You that are described in Paragraph 2.1 below, and any other services provided by the Company to You in association with Your use of Stage 32® Happy Writers. Without limiting the foregoing, the terms "Service" and "Services" shall include all aspects of the Stage 32® Happy Writers service, including but not limited to, the Session, and any and all products, software and services offered by the Company in association with the Stage 32® Happy Writers service therewith.
1.7 "Website" or “Site” shall mean the website and forum known as "Stage 32®" accessible at or through www.stage32.com and any and all future versions thereof, including without limitation, versions that may be owned and/or operated by one or more entities other than Stage 32, LLC.
2. Our Grant Of Limited License To You To Use Website And Service Content. You acknowledge and agree that all the materials Company makes available to You at or through the Service and/or the Website are proprietary and constitute valuable copyright, trademark and other intellectual property owned by the Company or others. In consideration of Your purchase of a Session and Your representations, warranties and acknowledgments in this Agreement, the Company hereby grants You a limited and revocable single user non-exclusive license to access its computer servers to use the Service for Your private use only.
2.1 You understand and agree that the Company is only providing you with the following limited services:
2.1.1 An opportunity to video conference with the Moderator and the Pro;
2.1.2 Access to the information provided by the Moderator and the Pro; and
2.1.3 A video conference Session of no more than eight (8) minutes with the Moderator and the Pro.
2.2 You understand and agree the above are the only Services the Company is obligated to provide to You. You acknowledge and agree that Company shall at no time be responsible or liable in any way regarding any communication or content provided to You by the Moderator or the Pro. You acknowledge and agree that the Pro and the Moderator are independent parties and the Company does not endorse or control what is said, offered, promised or otherwise communicated by the Pro or the Moderator.
2.3 The Pro may require You to execute an agreement limiting the Pro’s liability associated with (i) Your providing Your pitch to the Pro, (ii) materials You submit to the Pro (e.g., a script), and/or (iii) other matters pertaining to the Session or the subject of Your pitch. You acknowledge and agree that if You elect not to execute such agreement presented by the Pro (which may be forwarded to You by Company), the Pro may, at the Pro’s discretion, elect not to participate in the Session. You acknowledge and agree that if the Pro elects not to participate in the Session because of Your decision not to execute the aforementioned agreement provided by the Pro, or for any other reason, the Session may be cancelled without Company liability of any kind. The Company may, at its discretion, however, issue You a refund of the Session fee paid by You or provide You with credit that may be used to pay for a future Session.
- Important Use Restrictions.
3.2 Service Is Provided "As Is". The Service is provided to You AS IS.
3.3 No Recording Of The Session Or Circumvention Of Content, Website or Service Security Features. You agree not to record the Session or circumvent, disable or otherwise interfere with any security-related system, function or feature of the Service or Website, or any system, function or feature designed to prevent or restrict the use or copying of the Session or any content associated with the Session, or designed to otherwise effectuate one or more limitations on the use of the Website, the Service, and/or any content associated therewith.
3.4 Company And Company's Licensors Shall Not Be Responsible For Statements Or Representations Made By The Pro or the Moderator. You understand and agree that when You are using Service, You will be exposed to comments, criticism and other communications from the Pro and the Moderator. You acknowledge that all communications by the Pro and Moderator are not the opinions of, or any kind of explicit or implicit communications from, or by, the Company or any of its agents. You expressly agree that neither the Company nor any of its licensors or other Released Parties shall be held responsible or liable in any way for any of the opinions, commentary, advice, other communications, or other actions or omissions by the Pro or the Moderator, or any subsequent actions or inactions of any kind by the Pro and/or the Moderator, or any person or entity under their respective control, at any time in the future. You further understand and acknowledge that You may be exposed to information that is inaccurate, offensive, indecent, and/or objectionable to You. You expressly agree to waive and hold harmless, and hereby do waive and hold harmless the Company and all other Released Parties, and You expressly waive, and agree not to assert, any and all legal and equitable rights and remedies You have or may acquire in the future against the Company and/or any other Released Parties, in regard to actions, omissions, inactions and communications by the Pro and/or Moderator, and persons and entities under their respective control to the fullest extent permitted by applicable law. You further expressly agree not to ever bring any legal action of any kind against the Company and/or any other Released Parties for any reason arising from, arising under, or otherwise related to the Service in any way, and You further agree to fully indemnify and hold harmless all Indemnified Parties to the fullest extent allowed by law regarding all matters related in any way to Your use of the Website, the Service and Content directly or indirectly related thereto. Without limiting the foregoing, and for purposes of clarity, You expressly agree that should any dispute ever occur between You and the Pro regarding the content of Your pitch or any other content shared with the Pro, You expressly agree not to bring any action of any kind against the Company and/or any other Released Party or otherwise involve the Company and/or any other Released Party in any way.
3.5 Use Only In Accordance With This Agreement Is Authorized. You acknowledge and agree that You may only access, view, listen to, download, and receive materials available at, in, or through, the Service in accordance with this Agreement and their posted revisions.
3.6 Access By One Computer At A Time. You may access and use the Service on one computer at a time.
3.7 Reproduction Or Publication Of The Session Or Any Communications With You Through The Use Of the Service Is Strictly Prohibited. You may not re-publish or provide any parts of the Session, any communication with the Pro through or using the Service, or any content associated with the Service to any other person or entity without express prior written authorization by the Company. Such prohibited uses include, without limitation, transmission of the Session and/or any communication or content associated therewith by emailing, phone messaging, or by any other means of publication or dissemination on any personal web page You may own, control (in whole or in part), or be affiliated with, including without limitation, any FaceBook® page, any Google+® page, any MySpace® page, any Twitter® account, or by any other means afforded by any social networking sites, regardless of whether any of the aforementioned uses or means are commercial or non-commercial. You acknowledge and agree that any and all such unauthorized use by You shall constitute intentional and willful copyright infringement by You that could subject You to serious and substantial potential liability and monetary damages.
3.8 Your Use Of The Service Shall Be Subject To All Applicable Laws And Regulations. You agree that Your use of the Service shall at all times be subject to, and in compliance with, all applicable local, state, national and international laws and regulations and that You shall at all times be solely responsible for all acts and omissions that occur under, or otherwise in association with, Your use of the Service.
3.9 Consequences Of Unauthorized Use Of The Website And/or Services. You hereby acknowledge that You understand, and that You hereby agree, that You must abide by these terms and conditions or any accessing or use of the Service by You will not be authorized. The unauthorized accessing of the Company's computers and databases in excess of the authorization expressly granted by the Company in this Agreement may violate state, federal and foreign laws.
4. Use Of The Service.
4.1 You Are Solely Responsible For All Communications Through Your Use Of The Service. You shall, at all times, be solely responsible for all of Your communications and content You make through, and otherwise in association with, the Service, including without limitation such communications and content You otherwise provide to the Pro, the Moderator, the Service, including without limitation, any and all chat text and other communications through the Service. Without limiting the other indemnification provisions in this Agreement, You agree to hold harmless, not sue or bring any action against, and fully indemnify, all of the Released Parties for, and in regard to, any and all damages, and for all other consequences resulting in any way from Your communications and/or providing of content through or otherwise in association with the use of the Service.
4.2 Company Is Not Responsible For Communications By The Pro, The Moderator Or Any Other Person. You acknowledge and agree that Company is not, and shall not be held, responsible or liable for the quality, legality, or any other matter regarding, any communication that is directly or indirectly transmitted, posted, provided or otherwise made available to You by or through the Service. You further expressly acknowledge that We do not guarantee or vouch for the accuracy or truthfulness of any messages, communication, information or content of any kind transmitted or otherwise provided by the Pro, the Moderator or any other person by, through, or in association with Service.
4.3 Prohibited Uses Of The Service. You agree that all of the following are prohibited uses of the Service:
4.3.1 using the Service in any manner that violates any law or regulation;
4.3.2. using the Service in any manner that infringes or will likely result in the infringement of any person's or entity's intellectual property rights, including, without limitation, any person's or entity's copyrights, trademark rights, trade secret rights, patent rights, rights pertaining to the use of name, likeness, voice or persona, or moral rights;
4.3.3 using the Service in any manner that infringes or violates, or will likely result in the infringement or violation of, any person's or entity's other property rights, privacy rights, or contractual rights;
4.3.4 using the Service to duplicate, perform, distribute, publish, transmit, create derivative works of, or otherwise use, any content or any other materials regarding which You do not own all necessary rights to do so;
4.4.5 making or providing any misrepresentation regarding the ownership, source, character or description of any of Your content or any other materials or information You provide through the direct or indirect use of the Service;
4.4.6 using the Service in bad faith for any purpose not contemplated by the purpose of the Service, including, without limitation, any purpose other than to provide a pitch to the Pro to receive responsive commentary from the Pro; and
4.4.7 using the Service if You are under the age of eighteen (18) years.
You expressly acknowledge and agree that any use of the Service by a person under the age of 18 years will constitute unauthorized access to the Service and the Company's, Moderator's and Pro's computers.
4.5 Stage 32® Happy Writers Guidelines. You agree to use the Service in accordance with the following guidelines:
(i) You shall at all times act professionally and be courteous, and You shall not use the Service to engage in any harassing, abusive, disruptive or offensive behavior, or engage in any communication that is libelous, slanderous, abusive, defamatory, racist, obscene or offensive. If You are unprofessional, discourteous or harass the Pro or the Moderator, the Pro, the Moderator and/or the Company may terminate the Session and You may be immediately disqualified from any further use of the Service.
(II) You shall not use the Service in any manner that infringes, misappropriates or otherwise violates any person's or entity's rights.
(III) You shall only provide truthful and accurate information about Yourself to the Company, the Pro and the Moderator.
(IV) You shall not impersonate, or falsely claim an affiliation with, any person or entity.
(V) You shall not use the Service for any commercial purpose.
(VI) You shall not try to contact the Pro after the Session UNLESS you are specifically asked to.
(VII)You shall not ask any Pro if they want to read your script after the Session. After all the Sessions scheduled for the Pro for the event for which Your Session is scheduled are completed, the Pro will inform the Company as to which script(s) or other materials provided by You that they want to read, if any. If Your script or other submitted material is selected by the Pro, the Company will contact You and ask that You forward the subject script or other material to Us.
You expressly acknowledge and agree that any and all scripts and other materials provided to the Company for transmission to the Pro shall not in any manner limit Your releases and indemnifications set forth in this Agreement. You acknowledge that this means that Your agreement to hold harmless the Company and all other Released Parties and to indemnify the Company and all the other Indemnified Parties from and against any and all claims shall apply to all matters regarding Your script and/or other materials You provide.
(VIII) Each Session must be strictly kept to a maximum of 8 minutes. Company shall set appointments in 10 minute increments, thus, after 8 minutes, no matter where You are in your pitch, the Session must end. Please allow 5-10 minutes after your allotted time in case of any unforeseen conflicts.
(IX) These virtual pitches will be effectuated via Skype® or another videoconferencing service or licensed technology.
4.6 Limited License To Use Your Session. You hereby grant to the Company and its Stage 32® trademark licensor (Black and Blue, LLC), a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license ("Transmission License") and You hereby grant permission and authorization to such parties, to broadcast, stream and transmit to the Session participants (including without limitation, You, the Pro, and the Moderator), and to such other persons designated by the Company for technical support and quality control, by any and all means now known or hereinafter invented, all of the Session, including without limitation, all of Your participation in the Session, including without limitation, Your name, likeness and voice depicted or otherwise included in, or associated with, the Session and/or any other uses of the Service (collectively “Transmission Rights”). You acknowledge and agree that the Transmission Rights include, without limitation, the grant of all rights required for the Company and its designees to make ephemeral audio and video recordings of You and Your participation in the Session as is necessary or convenient to effectuate the transmission of the Session to the Session participants, to enable the Company to provide technical support, and for Service quality evaluation and control. The Company will not store or reproduce any audio or video recording of Your participation in the Session except as is required or convenient to effectuate the transmission of the Session to the Session participants as contemplated by the Transmission License and as otherwise contemplated by this Paragraph. Without limiting the foregoing, You hereby also authorize the Company to create ephemeral and non-ephemeral recordings of the Session solely for the purposes of Company training of Service staff and for quality evaluation and control of Services.
4.7 Release And Indemnification Regarding Use Of The Service. You hereby expressly agree that You agree to hold harmless, never bring any action of any kind against any Released Party in regard to any and all claims, damages and costs of any and every kind, including without limitation, attorneys fees, resulting from, arising from, arising under, or otherwise related in any way to, (i) the Session, (ii) any of Your use of the Service, (iii) any use of Your content, (iv) any of Your use of the Website, and/or (v) any breach of any of Your warranties and/or obligations set forth in this Agreement, including without limitation, any and all other claims by any person(s) and/or entity(ies) against any of the Released Parties directly or indirectly regarding any content that You disclose or otherwise provide to the Pro and/or the Moderator, upload to the Website, and/or provide to the Company and/or any of its agents or affiliates. You acknowledge and agree that the obligations set forth above shall also apply to any and all claims, damages and costs of any and every kind resulting from or otherwise arising under or related to any breach of warranty or other obligation set forth in any other agreement You enter into with the Company, including, without limitation any Stage 32® Member Content Uploading and License of Rights Agreement You enter into. You further hereby expressly agree that You will fully indemnify all Indemnified Parties in regard to all damages, expenses and costs of any and every kind, including attorneys fees, resulting from, arising from, arising under, or otherwise related to the Session, Your use of the Service, any use of Your content, and/or any breach of any of Your warranties and/or other obligations set forth in this Agreement.
4.8 No Company Obligation To Monitor Any Session. You expressly acknowledge and expressly agree that the Company and its agents have very limited practical ability to monitor the Session or any communications by You, the Pro or the Moderator using the Service, and You expressly acknowledge and expressly agree that the Company, the Stage 32® trademark licensor, and their respective agents, licensees, successors and assigns, assume no responsibility for, expressly disclaim any obligation to, and shall have no duty or obligation of any kind to, engage in, or effectuate, any such policing, monitoring, control, or limitation of communications in regard to the Session or otherwise in regard to the Service. The Company also shall not have any obligation at any time to monitor any of Your other use of, or any other person's use of, the Service or any communications associated therewith.
4.9 No Endorsement Or Promotion By Company. You expressly acknowledge and agree that neither the Company nor any of its licensors, including without limitation, the Stage 32® trademark licensor, shall at any time have any obligation to endorse or promote You or anything associated with You, Your company, or any of Your content. You expressly acknowledge and agree that nothing in this Agreement, or in any operation or use of the Service, shall be deemed to be any endorsement or promotion of You or anyone or anything associated with You.
5. Purchases.
5.1 Session Fee. The Session Fee is currently $30.00 USD.
5.2 Payment Processing Authorization. You hereby authorize the Company and the Company's payment service providers and other authorized agents and assigns ("Authorized Processors") to charge Your credit card, debit card, checking account or other authorized payment means to pay for Your Session fees. You further authorize the Authorized Processors to charge Your credit card, debit card, checking account or other authorized payment means You have elected for any and all purchases of products and services that You elect to purchase in, at, on, through, from, and/or in association with, the Services provided to You by Company. Payment for the Services provided to You in, at, through or in association with the Website may, at Company's discretion, be payable by automatic credit card payment, debit card, online checks, and other approved payment means offered by the Company, and You hereby authorize Company and its agents to transact such payments.
5.2.1 Only You May Enter Your Credit Card Information Into Forms At, Or Associated With, The Website. You acknowledge, agree and warrant that the name, account number, expiration date, security code, if any, and all other information relating to any credit card You use to pay for Your use of the Service and/or any other any service or products in, at, through or in association with, the Website, will be entered only by You via credit card data forms and data request prompts located in, at, or associated with, the Website.
5.2.3 Authorization To Charge Your Credit Card. You hereby authorize the Company, its assigns, successors and its billing agents, including, its Internet Payment Service Providers, to charge the credit card You use to pay for Your Session and/or other use of the Service. You further authorize the Company to charge Your credit card for any and all purchases of other products and services available in, at, through, or in association with, the Website, that You elect to purchase. You agree to be personally liable for all charges incurred by You in association with Your purchase of products and/or services provided by one or more third-parties in association with the Website.
5.2.4 Disputing Charges. To dispute or cancel any erroneous charge, You must contact the Company by mail at 23233 N. Pima Rd., Suite 113-148, Scottsdale, AZ 85255.
6. Term and Termination.
6.1 Term. The Term of this Agreement shall commence at the earliest time You provide Your agreement hereto, such as by clicking below or by receiving any Service from the Company, and shall continue until the end of the Session.
6.2 Termination By The Company. You acknowledge and agree that We, in our sole discretion, may terminate or suspend Your right to use the Service if You breach any obligation, warranty or guideline for use of the Service.
6.3 Survival. The following provisions, including all subparagraphs thereof, shall survive the termination of this Agreement, regardless of the reason for such termination: 1, 3.2, 3.3, 3.4, 3.5, 3.7, 3.8, 3.9, 4, 5.2, 6.3, and 7 through 27, inclusive. Without limiting the foregoing any and all other provisions of this Agreement which, because of their subject matter, should reasonably survive the termination of this Agreement, shall survive its termination, including without limitation, all express and implied releases of liability, hold harmless obligations, and indemnification obligations.
7. Service Marks (Trademarks). "Stage 32®" and “Happy Writers”™are service marks licensed to Stage 32, LLC, Inc. by Black and Blue, LLC, an Arizona Limited Liability Company. All use of the “Stage 32®" and “Happy Writers”™trademarks are by permission only. No use of the Stage 32® mark or any other marks owned by the Stage 32® trademark licensor shall be permitted except through the prior written authorization and permission of the Stage 32® trademark licensor. All rights in and to the Stage 32® mark are expressly reserved by the Stage 32® trademark licensor (owner).
8. Indemnification For Unauthorized Use Of Content, Website Or Other Proprietary Materials. You agree that You shall be personally liable for any and all breaches of this Agreement by You. To the fullest extent permitted by applicable law, You also agree to fully indemnify all the Indemnified Parties for any and all damages, costs, and expenses, including attorneys' fees, directly, indirectly and/or consequentially resulting from (i) any breach of this Agreement by You, including from any breach of any warranty, covenant or obligation; (ii) any claims that You have infringed or violated any rights of any person or entity, including any copyrights, trademark rights, name, likeness or voice rights, privacy rights, and contract rights; (iii) any claims of liable, slander, defamation or false light, (iv) any violation of any regulation or law; (v) any unauthorized use of any parts of the Website or content provided by another person or entity; (vi) any misrepresentation by You, (vii) any dispute of any kind between You and the Pro or You and the Moderator; and/or (viii) any unauthorized use of the Service. The foregoing indemnification shall cover and apply to, without limitation, any and all damages resulting from any attempted or actual unauthorized, accessing, downloading, viewing, copying or distribution of the Website or any content at, in, on or associated therewith, in whole or in part, by You, alone, or with, or under the authority of, any other person(s) or entity(ies).
9. Authorization And Permission To Communicate With You. Please read our PRIVACY POLICY. You hereby authorize, permit and request notices, advertisements, e-mail and other communications of any and all kinds to be sent to You from the Company, the Company's trademark licensor, the Moderator, the Pro, other Members and Affiliated Content Providers and their authorized agents, assigns, representatives, successors, affiliates and contractors, to Your email address(es) and other contact points that You provide to the Company. You agree that the Company shall not be under any obligation or restriction regarding the sharing, renting, licensing and/or sale of Your email information to third-parties. You agree that Your request, authorization and permission to the Company to send You materials and communications shall continue to be in effect unless and until You notify the Company via email that You wish to have Your email address deleted from the Company's email list, in which case, You acknowledge and agree that the Company shall be obligated only to delete Your email address from its email list and not the email list(s) of any third-parties that have acquired Your email information during the time that You have granted the Company and/or its licensors/licensees the right to share Your email address with other parties, regardless of how or when such other parties obtained Your email information directly or indirectly from or through the Company. You acknowledge and agree that You will need to contact such third-parties to be deleted from their respective email list(s) if You wish to have Your email deleted from their email list(s).
9.1 Opt-out and Cancellation Provisions. At any time, You may opt out of future advertisement and promotional e-mailings and cancel Your receipt of e-mails, except for business communication and/or relationship emails, from the Company by clicking the unsubscribe link at the bottom of an e-mail advertisement sent to You by the Company or by sending an e-mail cancellation request to unsubscribe@stage32.com. Notwithstanding the foregoing, You agree that the Company may at all times, to the fullest extent of the law, continue to communicate with You by email regarding any and all business transactions You have entered into with the Company.
9.2 Acknowledgment of Privacy Policy. You hereby acknowledge that You have read and agree to the Company's PRIVACY POLICY and that You expressly waive any claims against the Company that arise in relation to any matter relating to the use of personal information You provide to the Company.
9.3 No Actions Resulting From Registration In "No Contact" Registries. You hereby agree that You will not bring any action against Company, any Affiliated Content Providers, any Website Users, any of the Website's affiliates, any of the Stage 32® trademark licensor's other licensees, or any of any of the aforementioned parties' principals, employees or agents, as a direct or indirect consequence of Your registration of an email address, mailing address, telephone number or other contact point with any governmental "do not email" registry with respect to any such contact point You have provided to the Company and/or one or more Affiliated Content Providers after indicating that You have given the Company and/or such Affiliated Content Providers permission to send You email. You agree to indemnify the Company, Affiliated Content Providers, the Website's affiliates and all their agents for any and all expenses and damages, including any and all fines, penalties and attorney's fees that result from, arise under, or are otherwise related to, any breaches of Your obligations in this Paragraph and for any actions against Company, its affiliates, and/or any Affiliated Content Providers that result from any party sending You email that You have requested or authorized the Company, its affiliates and/or one or more Affiliated Content Providers to send You.
9.4 Release Of Company From Liability Regarding Communications By, Through, Or In Association With, The Service. You hereby release Company and all other Released Parties from any and all liability and responsibility in connection with any and all information, messages, communications and other materials You receive from or by, through, or in association with, the Service and/or the Website, and You promise to never bring any action, claim or initiate any dispute of any kind regarding any such information, messages, communication or other materials that are directly or indirectly transmitted, posted, provided or otherwise made available to You or by You in, at, on, through, or in association with, the Service and/or the Website.
9.5 Communications Through The Service Shall Not Be Deemed To Be Private. You agree that any and all messages and other communications by You are neither private nor secure.
10. No Representation, Guarantee Or Warranty That Service Is Free Of Harmful Or Malicious Code. You understand that the Company does not represent, guarantee or warrant that either the Service or the Website will be free of viruses, worms, Trojan horses, code that may manifest contaminating or destructive properties or any other harmful software (“Harmful Software”). You are responsible for implementing sufficient procedures and checkpoints to satisfy Your particular requirements for accuracy of data input and output, protection of Your computer(s) and for maintaining a means of reconstructing data that You might lose because of exposure to, or damage caused by, Harmful Software. The Company does not assume any responsibility or risk associated with the possibility of damage to Your computer(s) or any other devices, or any damage to Your content or other information through Your use of the Website, and/or the Service provided by the Company or its affiliates.
11. Your Use Of The Service Is At Your Own Risk. You hereby agree that the use of the Service and the Website, is provided to You on an "as is" basis, without warranties of any kind, including, without limitation, warranties regarding the availability, accuracy, or content of materials, information, product or services, or warranties of merchantability, fitness for a particular purpose, title or non-infringement, and Company expressly disclaims all such warranties. You acknowledge and agree that any and all disclosures, including without limitation, story ideas, treatments, scripts, production concepts, casting suggestions, etc., You make to the Pro, the Moderator, other Session participants, if any, and/or Company or its agents shall at all times be at Your own and sole risk and neither Company nor any of the Released Parties shall be liable in any way for any consequence(s) resulting from any such disclosures. Company does not warrant that the functions of the Service and/or the Website will be uninterrupted or error-free, or that any discovered defects will be corrected. You expressly agree that under no circumstances and under no cause of action or legal theory, shall Company, the Pro, the Moderator or any of the Company's suppliers, licensors (including without limitation, the Stage 32® trademark licensor), licensees, resellers, affiliates or their suppliers, licensees or resellers or any Released Parties be liable to You or any other person for any indirect, special, incidental, or consequential damages of any kind including, without limitation, damages for loss goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages resulting from Harmful Software or materials, or communications by Company, You, members, any other Service or Website Users, or from any use of any content, the Website or Services provided by the Company. This disclaimer of warranties constitutes an essential part of this Agreement. Some states and countries do not allow exclusions of an implied warranty. Regardless of whether such limitation or other limitation of the scope of this limitation of liability or other limitation of liability set forth in this Agreement is ultimately determined to apply to You, You acknowledge and agree that it is the express intent of the Parties hereto that the limitations of liability set forth in this paragraph and elsewhere in this Agreement shall be construed as broadly as is permissible under applicable law and that the Parties shall do any and all things reasonably necessary to insure that the limitations of liability set forth in this Paragraph and elsewhere in this Agreement are valid, effective and applicable as intended, including, without limitation, if necessary, to change the applicable choice of laws applicable for dispute resolution regarding matters involving Company's liability to an applicable choice of laws that does not limit the applicability of the terms set forth in this Paragraph and other limitations of liability set forth elsewhere in this Agreement.
12. Limit Of Liability.
12.1 Liquidated Damages. Notwithstanding, and without limiting, the limitations of liability above, You also agree that as a material condition to Your obtaining the license to access and use the Service, You agree that the amount of any and all compensation for any and all liability that might be attributable to the Company and/or one or more other Released Parties that directly or indirectly results from, arises under, or is otherwise related to, Your use of Service, including, without limitation, any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft, destruction, infringement, or unauthorized access to, alteration of, or other use of content, including without limitation content You provide (including without limitation, for example, scripts, treatments, ideas, etc.), any and all acts and omissions by the Pro and/or Moderator, any and all breaches of contract, negligence, infringement of intellectual property rights, and any and all causes of action, shall be strictly limited to the amount of the applicable Session Fee(s) paid by You. Some states do not allow some or all of the limitation or exclusion of liability contemplated in this Paragraph. Regardless of whether such non-allowance or other limitation of the scope of this limitation of liability or other limitation of liability set forth in this Agreement should apply to You, You acknowledge and agree that it is the express intent of the Parties hereto that the limitations of liability, including without limitation, the liquidated damages provisions set forth in this Paragraph and elsewhere in this Agreement, shall be construed to be as broad as is permissible under applicable law. You further acknowledge and agree that the Parties shall do any and all things reasonably required to insure that the limitations of liability and liquidated damages provisions set forth in this Paragraph and elsewhere in this Agreement are valid, effective and applicable as intended, including, without limitation, if necessary, changing by mutual agreement, which is hereby provided by the Parties, the applicable choice of laws that is applicable for dispute resolution regarding matters involving liability and/or damages (such as liquidated damages and other limitations of liability) to the laws of a jurisdiction that does not limit the applicability or scope of those provisions as contemplated by this Agreement.
12.2 NO INCIDENTAL OR CONSEQUENTIAL DAMAGES. YOU UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ANY OTHER RELEASED PARTY BE LIABLE FOR ANY DAMAGES TO YOU OR TO ANY PERSON OR ENTITY CLAIMING RIGHTS DERIVED FROM YOUR RIGHTS (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF ANY USE OF THE SERVICE PROVIDED BY COMPANY AND/OR ITS AGENTS, AND/OR ARISING OUT OF ANY USE OF THE WEBSITE, EVEN IF COMPANY HAS BEEN ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT THE FOREGOING SENTENCE AND OTHER LIMITATIONS OF LIABILITY IN THIS AGREEMENT REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT, THAT SUCH VOLUNTARY RISK ALLOCATION WAS A MATERIAL PART OF THE BARGAIN BETWEEN THE PARTIES, AND THAT THE ECONOMIC AND OTHER TERMS OF THIS AGREEMENT WERE NEGOTIATED AND AGREED TO BY THE PARTIES IN RELIANCE ON SUCH VOLUNTARY RISK ALLOCATION.
12.3 Liability Waiver and Release. To the maximum extent permitted by law, You hereby expressly and knowingly release and hold harmless the Company and all other Released Parties from any and all responsibility and liability, including, without limitation, any and all responsibility and liability for any injuries, losses, or damages of any kind, including compensatory, direct, incidental, consequential, punitive, and/or other damages arising out of, relating to, or associated with Your use of the Service, including, without limitation, any and all injuries, losses and damages resulting from (i) comments, opinions, advice and other communications and subsequent actions and inactions by the Pro and/or Moderator, (ii) transmission or exhibition, or failure to exhibit or transmit, any part of the Session, for any reason, including but not limited to, negligence, human or technical error, (iii) actions or omissions, including without limitation, future actions and omissions, by any third-party, including, without limitation, the Pro or the Moderator, (iv) any and all occurrences of one or more Force Majeure events, or (v) any and all cancellations, terminations, suspensions or material modifications of the operation of the Service and/or Session, in whole or in part. You further expressly and knowingly release and discharge the Released Parties from all actions, causes of action, suits, debts, agreements, promises, liabilities, demands, damages, losses and claims, known and unknown, of any and every kind whatsoever that You may have or may ever claim to have. You further expressly and knowingly agree that neither You nor any successor or assign will, at any time, initiate any legal action of any kind against any Released Party regarding any type of loss or injury You might suffer if that loss or injury arises out of, relates to, or is in any way associated with the Service. You expressly agree that if any party initiates any such legal action on behalf of You or any party initiates such legal action on behalf of itself because the party has acquired a right to bring such action from You, You shall be liable for, and pay for, any and all damages, losses, liabilities, costs, penalties, and expenses, including without limitation attorneys' and experts' fees and costs, incurred in connection with such action. You knowingly and expressly acknowledge and agree that the waivers and release of liability, and the promise not to bring any action against any Released Party set forth in this Paragraph are material inducements for Company to provide You with the opportunity to receive the Service contemplated by this Agreement, and, but for such material inducements, Company would not have extended such offer to You or entered into this Agreement with You.
12.4 Waiver of Section 1542. With respect to the several releases of liability set forth in this Agreement, You hereby acknowledge that You have been advised by Your attorney regarding, or You otherwise understand the consequences of, entering into the general release and discharge of all known and unknown Claims as set forth in this Agreement, and that You are familiar with the provisions of Section 1542 of the California Code, which currently provides that:
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 SETTLEMENT WITH THE DEBTOR.
You hereby expressly waive any and all rights under Section 1542 and all similar rights under any other federal or state statutes or laws of similar effect with respect to all releases set forth in this Agreement. Notwithstanding the foregoing, however, nothing herein shall be construed or operate to limit any obligation, duty, warranty or other responsibility set forth in this Agreement, in any way.
13. Entire Agreement. This Agreement supersedes all prior written and oral understandings, writings and representations, including without limitation, those, if any, involving one or more other persons or entities.
14. Special Provisions Applicable to Users Outside the United States. We strive to create a global community with consistent standards for everyone, but We also strive to respect local laws. The following provisions apply to You and other users outside the United States:
14.1 You consent to having Your image, likeness, voice, name and personal data transferred to and processed in the United States.
14.2 If You are located in a country embargoed by the United States, or You are on the U.S. Treasury Department's list of Specially Designated Nationals, You expressly agree that You will not engage in commercial activities on Stage 32® (such as advertising or payments) or operate a platform application or website.
15. Dispute Resolution.
15.1 Arbitration. You agree that any and all disputes or controversies of any kind, including but not limited to any performance, duty, obligation or liability arising under or related to this Agreement which are not first resolved informally by good faith attempts by the Parties after thirty (30) days, shall be referred to and determined by binding arbitration in Los Angeles, California, in accordance with the Commercial Rules of the American Arbitration Association. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common law of the State of California and the United States of America (subject to the change of choice of laws provisions of this Agreement). Notwithstanding the foregoing, any and all disputes, which the Parties cannot informally resolve, regarding the scope of issues or matter within the jurisdiction of the arbitrator, shall be resolved by a separate dispute resolution process whereby the Company in the Company's sole discretion shall elect the dispute to be resolved by either (1) a municipal or superior court of competent jurisdiction in Los Angeles, California or (2) a panel of three (3) new arbitrators.
15.2 Choice of Law. You agree that this Agreement and all disputes or controversies of any kind arising out of, arising under, or related to this Agreement, and/or arising out of, or arising under, or related to, any of the Services provided by the Company, or to any features or functions available on, in, at, through, or in association with, or in any other way relating to, the Services, shall all be governed by and construed under the laws of the State of California and the United States, as applied to agreements between California state residents entered into and to be performed within the State of California, except as governed by Federal law. The choice of law provisions shall apply regardless of Your country of origin or from where You access the Service. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. You further agree that notwithstanding any judicially or statutorily created choice of law rule that would otherwise require the application of the law of some other jurisdiction, all provisions of this Agreement and all matters or controversies of any kind arising out of, or related to this Agreement or the rights or liabilities of the Parties hereto shall be governed solely by the substantive statutory and common law of the state of California. Notwithstanding the foregoing, the choice of laws provisions in this Paragraph shall be subject to change to the extent the choice of laws must be changed to those of a jurisdiction allowing for the validity and effectiveness of the limitations of liability and liquidated damages provisions of this Agreement as contemplated and intended by the Parties.
15.3 Venue and Jurisdiction. You and the Company hereby agree that the venue for all legal disputes, controversies, and actions of any and every kind arising under or related to this Agreement shall be Los Angeles, California. Further, You and Company agree that in case of any litigation requiring or involving any filing of a lawsuit with a court, such litigation shall be, depending on the subject matter of the dispute, under the jurisdiction of either the Municipal Court of Los Angeles, California, the Superior Court of the County of Los Angeles or the United States District Court for the Central District of California, Western Division. You hereby consent and stipulate to the jurisdiction of the Courts of the State of California and the United States District Court, Central District of California, Western Division.
15.4 Time Limitation. You expressly acknowledge and agree that, notwithstanding any statute or law to the contrary, any and all claims and causes of action against Company or any of the other Released Parties arising out of, arising under, or related in any way to, this Agreement, the Service or the Website must be filed within one (1) year after such claim or cause of action arose or such claim or cause of action shall be forever barred, and You further expressly agree to (i) not ever file any action or otherwise raise any claim intended to be so barred by this Paragraph, and (ii) indemnify the Indemnified Parties for any and all costs, expenses and damages, including without limitations, all attorneys fees associated with any party bringing any such action or claim intended to be barred as indicated above.
16. Unenforceability Of Provisions. You and Company agree that if any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and all other portions of this Agreement shall remain in full force and effect (i.e., if any part of this Agreement is unlawful, void or otherwise unenforceable, only that part will be deemed severable and severed, and such severance will not affect the validity and enforceability of any and all the remaining provisions).
17. Non-Waiver. You acknowledge and agree that the failure by the Company, any of the Stage 32® licensors', or any of the foregoing parties' assignees or successors, to enforce any of the specific provisions of this Agreement shall not comprise a waiver of, or preclude or prevent any later, further, or other, enforcement of such provision(s), or any other provision(s), and shall not waive, preclude, prevent or diminish the exercise of any other right hereunder.
18. No Joint Or Collaborative Venture. Nothing in this Agreement is intended by the Company or You to create or constitute a joint or collaborative venture or partnership of any kind between You and the Company, any Pro or any Moderator, nor shall anything in this Agreement be construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership between You and Company or any of Company's employees, agents, contractors, affiliates or assigns, or any Pro or any Moderator.
18.1 You acknowledge and agree that We shall have no control of any kind in Your business affairs.
18.2 You acknowledge and agree that You shall have no financial or other interest of any kind in or to the Company or in any property owned by Company or in any entity related to the Company, and that You shall have no control of any kind in the Company's business affairs, including, without limitation the management of any of its programs, such as the Service.
18.3 You acknowledge and agree that Your relationship with the Company shall be restricted to matters pertaining to the Service only and that all such matters shall be governed entirely by this Agreement.
19. Company Is An Online Service Provider. Company shall, to the maximum extent under law, be deemed to be an Online Service Provider ("OSP") as that term is defined in the DMCA for all claims arising hereunder, and in association with Content available in, at, on, through or associated with the Website and/or Services provided by the Company. Company shall also be deemed to be an Interactive Computer Service as that term is used in the Communications Decency Act. In the event that You believe that any of Your copyrights are infringed on, in, at, through, or in association with, the Website and/or the Service, You agree that You shall and will give notice and comply with the notification procedures of the DMCA and agree that Company will have and shall fully benefit from the safe harbor provisions set forth in the DMCA regarding OSPs, the liability limitations, Good Samaritan and other provisions pertaining to Interactive Computer Services set forth in 47 U.S.C. § 230 (c) et seq., and all similar notice and other provisions limiting or otherwise insulating the liability of OSPs and Interactive Computer Services pursuant to the statutory or case law of the United States, any state or territory thereof, or any jurisdiction in which You, Your assigns or any other party elects to bring any claim against Company, the Stage 32® trademark licensor, or any of Company's, or the Stage 32® trademark licensor's, assigns or sub-licensees of rights granted to Company and/or the Stage 32® trademark licensor hereunder. You expressly agree not to raise any claim against Company or join with any third-party in any claim against Company whereby an assertion or claim is made that Company is not an OSP or an Interactive Computer Service.
20. Authority To Enter Into Agreement. The Parties and their representatives executing this Agreement hereby acknowledge and represent that the representatives executing this Agreement are duly authorized agents of the Parties hereto and are authorized and have full authority to enter into this Agreement on behalf of the Parties for whom they are executing.
21. Affirmation Of Agreement; Acknowledge You Have Read This Entire Agreement. You hereby acknowledge and agree that by clicking on a link intended to signify Your agreement to this Agreement, for example, by clicking an acceptance button, by engaging a button or link that contains the following or similar language: "I understand and agree to all of the above", by providing an electronic signature, by continuing to access the Website, by receiving any Service from the Company, by using any feature or functionality available in, at, on, through, or associated with, the Service provided by the Company, by paying for a Session, or by participating in any way, as a user of the Service or the Website, You will be expressly agreeing that You have read this entire Agreement and that You understand, and fully and irrevocably agree to, all its terms, conditions, releases, warranties, indemnifications, and other provisions. You further agree that Your acknowledgment and agreement to the entirety of this Agreement is serially reaffirmed by each of Your authorizations of the use of Your credit card for payment of charges for Your Membership, and each time You access any part of the Service or Website, upload any content to the Website, provide any content to the Pro, the Moderator and/or the Company, and/or receive or otherwise use any other service provided by the Company.
22. Mutually Drafted; Negotiation Option; Not A Contract Of Adhesion. For purposes of construction and interpretation of this Agreement, both You and the Company shall be deemed to have mutually drafted this Agreement and all parts thereof. If You would like to negotiate other terms or propose any modifications of this Agreement before providing Your assent and agreement, please contact the Company at 23233 N. Pima Rd., Suite 113-148, Scottsdale, AZ 85255. You hereby expressly acknowledge that Company has provided You with an opportunity to propose modifications to, and otherwise negotiate, this Agreement. You also hereby expressly acknowledge and agree that this Agreement is not a contract of adhesion and that as a material inducement for Company to enter into this Agreement with You, You hereby agree that You will not make any claim or support any action on the claim that this Agreement constitutes, in whole or in part, a contract of adhesion or is unfair or unconscionable in any way.
23. Paragraph Headings. Paragraph and subparagraph headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.
24. English. You hereby acknowledge and affirm that You are sufficiently fluent in the English language to fully understand all the provisions of this Agreement. The Parties agree that in the event that this Agreement is translated for any reason, in the event of any ambiguities or disputes resulting from such translation(s), the English version of this Agreement shall control and govern in all situations.
25. E-Sign Act. You and Company expressly agree that this Agreement is intended by You and the Company to be governed by the Electronic Signatures in Global and National Commerce Act ("E-Sign Act") and other applicable statutory and common law that best effectuates the Your express intent and the Company's express intent to create a fully enforceable agreement indisputably binding You and the Company to all the terms, conditions and other provisions set forth in this Agreement. You further acknowledge and agree that You will be deemed to have manifested Your agreement to this Agreement by any act that reasonably demonstrates Your assent to this Agreement, including, without limitation, by any means set forth in Paragraph 21 above. You agree that by providing Your assent to this Agreement You will be consenting to having information regarding this transaction provided to You by electronic record. You acknowledge that You may access and obtain an electronic version of the executed copy of this Agreement, free of charge, please send your request to: 23233 N. Pima Rd., Suite 113-148, Scottsdale, AZ 85255. Access to the electronic record of this Agreement requires a simple browser program such as Internet Explorer™, Firefox™ or Safari™, an Internet connection, and a computer. You acknowledge that Your computer equipment, and changes thereto, may affect Your ability to obtain an electronic version of the executed document. You acknowledge and agree that if any applicable law requires that information regarding this transaction be provided to You in writing, that You have the option of having such information provided to You on paper and that You may withdraw consent to have a record of such information provided to You electronically by emailing Company at unsubscribe@stage32.com. You may update information for Company to contact You, and for You to obtain a paper copy of the aforementioned required information, if any, at no cost, by emailing Company at the same address. You acknowledge that until You electronically provide Your assent to this Agreement You have the option of entering into a hard copy paper version of this Agreement by request to the Company at info@stage32.com.
26. Export Control. Your use of the Services provided by the Company is subject to export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You agree that You will not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that You are not prohibited from receiving products originating in the United States, including services or software.
27. Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Parties hereto, and their respective successors and assigns.
YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY, THAT YOU FULLY UNDERSTAND AND AGREE TO ALL ITS TERMS.
28. Provider is bonded and in compliance with Krekorian Talent Scam Prevention Act Provider, Stage 32, LLC is in compliance with the Talent Service bonding requirements of the State of California. A bond in the amount of $50,000.00, issued by Hartford Fire Insurance Co. has been posted with the Division of Labor Standards Enforcement. The bond number is 72BSBHH9386. Provider is in compliance with Krekorian Talent Scam Prevention Act.
Stage 32® Happy Writers Written Pitch guidelines
- By signing up to a written pitch you are agreeing that your pitch will be complete and ready to be submitted on the date and time of the pitch. All pitch sessions are FINAL. You will not be permitted to submit late or change your pitch session. The executives all have set schedules and their time is valuable.
- Your pitch MUST have your contact email and phone number in the upper right hand corner of the page. Failure to do so will lead to delays in response.
Who Should Attend:
Who Should Attend?
- Seasoned writers who want insight on how to write a pilot that will get them industry attention.
- New writers looking to craft their TV comedy skills.
- Writers who would like help in choosing dynamic concepts.
- Writers looking to tighten their comedy pilot with advice from an executive.
- Development executives looking to work with comedy writers.
Satisfaction Rate:
How To Write A Kick-Ass Comedy Pilot That Will Get Executives’ Attention!
Hosted by Michael Poisson
$49
On Demand Webinar -
For immediate download. Unlimited access for 1 year.
Webinar hosted by: Michael Poisson
Development Executive & Writer
About Your Instructor, Michael Poisson, Director of Development at Silent Machine Entertainment. Michael grew up in Harrisville, Rhode Island during the 1990’s NBC sitcom boom and WB teen dramedy craze, which should explain his obsession with comedic angst. He attended Emerson College in Boston where he majored in Visual and Media Arts with a concentration in Television. There he wrote and executive produced the college’s only multi-camera sitcom, The Daily Grind, which was nominated for three EVVY Awards. He graduated Summa Cum Laude in December of 2007 and moved to Los Angeles where he was met with the Writer’s Guild Strike and a general sense of despair. Michael’s first industry job was at CAA where he broke the glass ceiling for men everywhere and became their first male receptionist ever (before then, CAA had segregated based on sex: guys in the mailroom and girls in reception). From there he worked his way up to assist an agent in TV Packaging, before jumping to Ryan Reynolds' and Allan Loeb’s TV pod, DarkFire TV, for two years. He currently works as the Director of Development at Krysten Ritter’s company, Silent Machine Entertainment, where he works closely with writers to develop their ideas to pitch to studios and networks. On the writing side, Michael co-wrote the comedic-musical stage show: ARMAGEDDON: A Night of Laughs and Pleasant Songs, which enjoyed a sold-out run in the LA Fringe Festival in 2011. He had a spec pilot, Alien Nation, in development at DarkFire TV, and currently has an animated show in development. Michael is also a comic book geek and wrote the graphic novel The Arcs which was published by Fanboy Comics and premiered at the Comikaze Expo in November of 2013. He is re-teaming up with artist Matt Jacobs on a second volume, which they hope to release within the year. Michael’s goal is to keep working in the entertainment industry without becoming jaded. Full Bio »
Learn directly from Michael Poisson, Director of Development at Silent Machine Entertainment, Krysten Ritter’s production company that has a first look deal at Universal TV! Previously he was at Ryan Reynolds' TV pod, DarkFire TV. Michael is also a comedy writer who used his insider knowledge to land a manager, and get two projects in development at production companies!
In this Stage 32 Next Level Webinar, your host Michael Poisson will teach you how to write a kick-ass comedy pilot that will get executives’ attention. This webinar is not only about how to properly execute writing a comedy pilot, but also about how to make it your strongest sample so that it can get noticed!
You will leave the webinar knowing:
- The 3 most important things Producers/Execs look for in a pilot as they relate to concept, structure and voice.
- How to properly highlight your unique comedic voice and stuff your script with laughs.
- How to create a crisp 1-2 sentence pitch that will get executives excited about your idea.
- How to navigate the competitions and fellowships.
- How to think from a Producer/Manager/Executives POV and understand what they're looking for so you can apply it to your script.
Michael Poisson is currently the Director of Development at Silent Machine Entertainment, Krysten Ritter’s production company that has a first look deal at Universal TV, where he works closely with writers to develop their ideas to pitch to studios and networks. Working on the inside of the system, first as a talent agency assistant, then a production company assistant, and currently a director of development has given Michael Poisson a unique perspective for what kind of script stands out among the hordes on everyone’s “Weekend Read” lists and he is here exclusively with Stage 32 to share that knowledge with you.
What You'll Learn:
What You Will Learn:
- Inspiration – Where to pull ideas from.
- Source Material – books and articles.
- Life experiences.
- Twist on old standards.
- Genre Mashups.
- Writing – The 3 most important things Producers/Execs look for in a pilot.
- Concept – how to build an idea that is big, unique, and memorable.
- Structure – the importance of beats and Act Breaks.
- Voice – how to harness your comedic voice within the script.
- Characters – Populating your world with diverse and hilarious characters.
- How to make their voices stand out.
- Giving them active and opposing goals.
- Keeping them busy during scenes.
- Jokes.
- How to stuff your script with laughs.
- The importance of range in the types of jokes.
- Having a unity of tone within your jokes.
- Pitching.
- Working on getting notices doesn’t stop when the script is done.
- Creating a compelling logline (1 sentence pitch) that will make people want to read your script!
- Knowing where your series fits on TV.
- Getting people to read your script.
- Navigating the competitions and fellowships.
- Thinking from the Producer/Manager/Executive’s POV.
- Learning what kind of projects people are looking to buy and represent.
- Understanding why producers buy and don’t buy scripts.
- Understanding why managers/agents decide to represent a writer.
Who Should Attend:
Who Should Attend?
- Seasoned writers who want insight on how to write a pilot that will get them industry attention.
- New writers looking to craft their TV comedy skills.
- Writers who would like help in choosing dynamic concepts.
- Writers looking to tighten their comedy pilot with advice from an executive.
- Development executives looking to work with comedy writers.
Michael Poisson
About Your Instructor:
About Your Instructor, Michael Poisson, Director of Development at Silent Machine Entertainment.
Michael grew up in Harrisville, Rhode Island during the 1990’s NBC sitcom boom and WB teen dramedy craze, which should explain his obsession with comedic angst. He attended Emerson College in Boston where he majored in Visual and Media Arts with a concentration in Television. There he wrote and executive produced the college’s only multi-camera sitcom, The Daily Grind, which was nominated for three EVVY Awards. He graduated Summa Cum Laude in December of 2007 and moved to Los Angeles where he was met with the Writer’s Guild Strike and a general sense of despair.
Michael’s first industry job was at CAA where he broke the glass ceiling for men everywhere and became their first male receptionist ever (before then, CAA had segregated based on sex: guys in the mailroom and girls in reception). From there he worked his way up to assist an agent in TV Packaging, before jumping to Ryan Reynolds' and Allan Loeb’s TV pod, DarkFire TV, for two years. He currently works as the Director of Development at Krysten Ritter’s company, Silent Machine Entertainment, where he works closely with writers to develop their ideas to pitch to studios and networks.
On the writing side, Michael co-wrote the comedic-musical stage show: ARMAGEDDON: A Night of Laughs and Pleasant Songs, which enjoyed a sold-out run in the LA Fringe Festival in 2011. He had a spec pilot, Alien Nation, in development at DarkFire TV, and currently has an animated show in development. Michael is also a comic book geek and wrote the graphic novel The Arcs which was published by Fanboy Comics and premiered at the Comikaze Expo in November of 2013. He is re-teaming up with artist Matt Jacobs on a second volume, which they hope to release within the year.
Michael’s goal is to keep working in the entertainment industry without becoming jaded.
Frequently Asked Questions:
Q: What is the format of a webinar?
A: Stage 32 Next Level Webinars are typically 90-minute broadcasts that take place online using a designated software program from Stage 32.
Q: Do I have to be located in a specific location?
A: No, you can participate from the comfort of your own home using your personal computer! If you attend a live online webinar, you will be able to communicate directly with your instructor during the webinar.
Q: What are the system requirements?
A: You will need to meet the following system requirements in order to run the webinar software: Windows 7 or later Mac OS X 10.9 (Mavericks) or later.
If you have Windows XP, Windows Vista and Mac OS X 10.8 (Mountain Lion): The webinar software does not support these operating systems. If you are running one of those operating systems, please upgrade now in order to be able to view a live webinar. Upgrade your Windows computer / Upgrade your Mac computer
Q: What if I cannot attend the live webinar?
A: If you attend a live online webinar, you will be able to communicate directly with your instructor during the webinar. If you cannot attend a live webinar and purchase an On-Demand webinar, you will have access to the entire recorded broadcast, including the Q&A.
Q: Will I have access to the webinar afterward to rewatch?
A: Yes! After the purchase of a live or On-Demand webinar, you will have on-demand access to the audio recording, which you can view as many times as you'd like for a whole year!
Testimonials:
Testimonials About Michael Poisson:
He was amazing -- professional, articulate and knew his subject inside-and-out! – Jan S.
It was very obvious Michael knows [his stuff]. He was very organized and I feel like he answered many questions that I've had for years. Thank you so much. – Betty S.
Michael was sensational; one of the few who can actually DO a webinar and keep an interest. Nice voice inflection and tone; no distracting "um's" and such. Great material; learned a ton! - Geno S.
Very informative and in great detail and explanation, Michael. Time very well spent. – Jean B.
Excellent seminar with relevant information. Great job. – Matthew M.
I really found the examples [he] references on current programs and series very useful. The information was concise and allowed me to visualize my next steps. – Ashanti G.
He was excellent! – Tina F.
Good information, well thought out, organized and easy to follow. Many useful takeaways. Thanks Michael!! – Lesa B.
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Reviews Average Rating: 4.5 out of 5
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Fiona Faith Ross The instruction was clearly given and it both confirmed things I have been taught and also filled in one or two gaps. Overall, useful, thank you. -
Shaun Delliskave I would like to access my notes from the instructor but cannot.
Other education that may be of interest to you:
Mentor Series: Write A TV Bible That Sells
Class Space Limited: Maximum 20 Writers August 13, 20, 27 and Sept 10 from 1pm-3pm. Your TV Series Bible is an extremely important, and often overlooked tool for selling your pilot in the industry. It’s a document which explains in detail – who your characters are, what they will be up against, where future conflict will come, and what themes your show will be exploring. It gives studio and network executives confidence that you know what you’re doing, and that the show has the story potential to live on for multiple seasons. The problem is that there isn’t a lot of literature out there detailing how to construct a bible. This Stage 32 Intensive is aimed to give you the information and guidance that you need to write a strong bible that can be used when sending out and selling your pilot script. Each week, your instructor Michael Poisson (Director of Development at Silent Machine Entertainment, Krysten Ritter’s production company that has a first look deal at Universal TV) will be giving a lecture about how to write one section of your series bible, and then you’ll be assigned to write that section for a project of your own. The following week Mike will offer one-on-one skype sessions to discuss your work, give you any notes, and answer any questions that you may have. So, at the end of this Intensive, you will have a strong and well-executed bible that you’ll be able to use as a selling tool for your own TV series. Mike has worked at CAA, two production companies, and as a showrunner’s assistant on a TV series, and at each job he has seen the importance of bibles and how they have been used to get series sold and on the air. As a writer, Mike has also used them in his own writing career, and a well-written bible of helped him to secure his manager, and get multiple production companies interested in his work.
Beyond The Page: The Business Side of Breaking In & Getting Work as a Screenwriter
Learn directly from Michael Poisson, the former Director of Development at Silent Machine Entertainment, Krysten Ritter’s production company that has a first look deal at Universal TV. Michael is also a comedy writer who used his insider knowledge to land a manager, and get two projects in development at TV production companies. In this Stage 32 Next Level Webinar, your host Michael Poisson will guide you through the business side of how to become a working writer in Hollywood. Writing an awesome script is only part of the process for becoming successful in this industry. Having worked on various projects from both the executive side, as well as the writer side of things, Michael has obtained great insight for how to avoid the difficult terrain when meeting and working with producers, studios, and networks. And while the process of finding a manager or agent is daunting, keeping a strong relationship with them so that they’re doing the most for you as their client can be equally difficult. Michael will share with you his insider knowledge to help: keep your writing on track, your meetings fruitful, and your industry contacts strong. If you’ve ever wondered what you should talk about in “general meetings”, how to take notes from friends/producers/execs that you don’t agree with, or how to be a more prolific writer, this webinar is for you!
How to Write a TV Series Bible
In the current TV landscape of serialized dramas, complex comedies, and sprawling genre epics, series bibles are becoming important selling tools to help writers illustrate their visions. A dynamic and intriguing bible can create interest in your project, and push your pitch or spec script over the edge to a sale. It’s your chance to lay out the larger arc of your story, list examples of future episodes, and explain the broad themes your show will explore. It conveys confidence to producers and executives by saying: “I've thought about this in the long run, and I have a slew of awesome ideas to explore in series.” Because there is no standard industry way to format your bible, they can be extremely confusing to create. Executives receive bibles as small as 4 pages (a mini-bible, really) and as long as 27 pages. Should it include your personal connection to the material? In-depth character bios? Visual motifs? Artist’s renderings of the setting and characters? Although bibles can vary greatly from project to project, there are some general rules and strategies to follow to make sure yours stands out from the pack as professional, polished, and powerful. In this Stage 32 Next Level Webinar, Michael Poisson will talk about the very exciting, sometimes harrowing, process of creating TV Series Bibles. In this webinar Michael will cover everything you need to know to craft your TV series bible, from format, to arc, to how to introduce characters, all the way to how to create a strong closing beat.
Subtext – How to Add Layers to Your Story and Characters
You’re a writer who is struggling with crafting believable dialogue. You’re a director looking for the greater meaning in a scene. You’re an actor trying to connect with what a character is feeling. Subtext is the backbone of emotion in any story, regardless of what genre you’re working in. It also helps to separate great scripts from not so great scripts. In this Stage 32 Next Level Webinar, filmmaker Steve Desmond will help you to craft engaging subtext to layer your stories with nuance and emotion. Whether you’re going for laughs, drama, or impending fear, he’ll help you to make your screenplay feel more true to life. For directors or actors working with existing scripts, this webinar will help you to dig deeper below the surface to find the true lifeblood beneath a line. For producers, we’ll discuss tips on how to work with writers to make their subtext come alive. Whether you’re a writer, a director, an actor, or a producer, subtext is a major part of your game and this webinar will help you add an entirely new layer to your projects.
Deconstructing the Oscar-Nominated Script: 'Inside Out'
You can join Daniel Kendrick, Manager and Development Executive at Chatrone (Golden Globe nominated animation feature film The Book of Life, with animated clients for SpongeBob SquarePants, The Lego Movie, Robot Chicken, Teenage Mutant Ninja Turtles) as he deconstructs PIXAR's Oscar-nominated script, Inside Out! As the second highest grossing PIXAR film ever made and Oscar nominee, what makes Inside Out resonate so deeply with audiences across the world? PIXAR, the world’s premiere animation studio, has yet again managed to produce a smash hit that makes everyone laugh and cry all the way from children to grown adults. Join your host, Daniel Kendrick as he delves deep to deconstruct the Inside Out script as part of the popular Stage 32 Next Level Education "Deconstructing the Script" series! You will learn the storytelling strategies and techniques PIXAR employs to produce hit after hit award-winning animated features. Daniel will go over the methods by which PIXAR tweaks traditional story structure to compose an enthralling character piece. You will understand the plot points and characterization that makes the fictional inhabitants of a mind in this script so appealing and endearing. You will also understand the visual and poetic appeal of Inside Out and its characters’ journeys. You will walk away with a solid understanding of all the elements that make Inside Out a successful script including: protagonist, plotlines, characters, dialogue & visuals, set ups & pay offs, animation and overall development. To find out more, click the "What You Will Learn" tab above!
Screenwriting For the Marketplace
Taught by Director of Development at Supergravity Pictures, Mike Flavin, who's worked on films such as Sony/CBS's Faster with Dwayne Johnson and Billy Bob Thornton, and The Enivitable Defeat of Mister & Pete with Jennifer Hudson and Anthony Mackie which was screened at the White House. Hollywood has found itself looking inward at the plummeting returns from the "Blockbuster Months". Why did a relatively "starless" movie like Guardians of the Galaxy print money, while Tom Cruise's Edge of Tomorrow flopped? Why would seemingly well known Intellectual Property like Peabody and Sherman tank while another brand, Lego, do so well? (besides the world's obvious affinity for Chris Pratt!) The answer lies in one confirmed fact about the movie industry: you never, ever know what will be a hit and what won't. BUT, in saying that, there is a way in which you can give your project the absolute best chance of success by looking analytically at successful films from the past and implementing these dynamics into your project. If you've seen the film, Moneyball, you'll remember Jonah Hill's character found a way to statistically determine the best odds for his team's sucess. Our webinar host, Mike Flavin, has been able to analytically and statistically apply a method to do the same for a script or film - and he's found success as a Director of Development by doing just that. Join Mike as he teaches you his methodology to apply components in a script that make it more sellable. In this webinar, we will break down several successful movies in a number of genres and draw statistical conclusions on what made them so successful. It's the Moneyball-ization of Hollywood; let's play the house against itself!
Card Verification Code
A Card Verification Code, or CVC, is a number that provides extra security to credit and debit card holders, in case an unauthorized person gets a hold of your account number. CVCs are one way to make sure someone has the actual card in his or her possession.
The location of the CVC and number of digits varies depending on card type.
- American Express: the CVC is the four digits located on the front of the card, on the right side.
- Discover, MasterCard, Visa, and Visa Electron: the CVC is the last three digits of the number that appears on the back of your card in the signature bar.
What is a webinar?
Stage 32 Next Level Webinars are typically 90-minute broadcasts that take place online using a designated software program from Stage 32.
Stage 32 prides itself on bringing in the top-level industry executives, managers, agents & professionals to teach our community about all things current in film, television and theater.
What's best is that you can participate from the comfort of your own home! If you attend a live online webinar, you will be able to communicate directly with your instructor during the webinar.
If you cannot attend a live webinar and purchase an On-Demand webinar, you will have access to the entire recorded broadcast, including the Q&A.
After the purchase of a live or On-Demand webinar, you will have on-demand access to the audio recording, which you can view as many times as you'd like for a whole year!
What is a class?
Stage 32 Next Level Classes are typically 2-4 week ongoing broadcasts that take place online using a designated software program from Stage 32.
Stage 32 prides itself on bringing in the top-level industry executives, managers, agents & professionals to teach our community about all things current in film, television and theater.
What's best is that you can participate from the comfort of your own home!
If you attend a live online class, you will be able to communicate directly with your instructor during the class.
If you cannot attend a live class and purchase an On-Demand class, you will have access to the entire recorded broadcast, including the Q&A.
After the purchase of a live or On-Demand class, you will have on-demand access to the audio recording, which you can view as many times as you'd like for a whole year!
What is an "on-demand" webinar?
On-Demand Webinars are recorded versions of the original live webinars.
Live and interactive functionality discussed on the recording does not apply to On-Demand webinars. You will, however, receive all the content from the webinar and be able to access it as many times as you'd like for up to 1 year through the My Education page.
How does it all work
Stage 32 Webinars are done completely online using a video conferencing software that is free to download. You will receive a registration link from the software with directions to log in after you purchase the webinar. During the live webinar, you will see the instructor and their PowerPoint presentation in a split screen design on your computer screen. You will be muted during the presentation, but will have a chance to ask questions and interact with the instructor throughout the course.
You can participate from anywhere in the world with a good Internet connection. If you cannot make the live broadcast, don’t worry. You will have access to the on-demand recording for a whole year, so you can watch it on your own time.
Equipment Requirements
What equipment do I need to attend this webinar?
All you need to start using are the following:
- Windows computer, Mac computer, compatible smart phone, or compatible tablet (see above)
- Internet connection (broadband is best)
- Microphone and speakers (built-in or USB headset)
Most computers have built-in microphones and speakers, but you will get much better audio quality if you use a headset or handset.You can also make calls on your landline or mobile device.
System Requirements
Windows
| Operating System | Windows 2003 Server, Windows XP, Windows Vista, Windows 7, or Windows 8 |
| Processor | 2.4 GHz or more |
| RAM | 2 GB or more |
| Internet | DSL or better |
| Bandwidth | 700Kbps or more for simultaneous screen sharing, video and audio conferencing |
| Browser | Internet Explorer 7.0 or newer, or Mozilla Firefox 4.0 or newer, or Google Chrome 5.0 or newer |
| Additional software | JavaScript, Java 1.6 or higher recommended |
Mac
| Operating System | Mac OS X 10.6 (Snow Leopard), Mac OS X 10.7 (Lion), or Mac OS X 10.8 (Mountain Lion) |
| Processor | 2.4GHz Intel processor (Core 2 Duo) |
| RAM | 1 GB |
| Internet | DSL or better |
| Bandwidth | 700Kbps or more for simultaneous screen sharing, video and audio conferencing |
| Browser | Safari 3.0 or newer, Mozilla Firefox 4.0 or newer, or Google Chrome 5.0 or newer |
| Additional software | JavaScript |
iOS
| Device | iPad 1 or newer, or iPhone 3GS or newer, or iPod Touch (3rd generation) or newer |
| Operating system | iOS 4.2 or newer |
| Internet | WiFi recommended for VoIP |
| Additional software | Free GoToMeeting App from the App Store |
Android
| Operating system | Android 2.2 or higher |
| Processor | 1Ghz CPU or higher recommended |
| Internet | WiFi recommended for VoIP |
| Additional software | Free GoToMeeting App from the Google Play Store |
Saving a class or a webinar?
Are you interested in a class or a webinar, but don't have time to read what it is about? Save it now, so that you can find it with ease next time you come to the website.
All saved items will be available on the saved page accessible via the education menu.
Stage 32® Website Terms of Use
About Stage 32®
Stage 32, LLC ("Company"), the operator of Stage 32®, welcomes you ("You") to Stage 32®. Stage 32® is a social networking resource and online location for entertainment business professionals. Stage 32® currently allows Stage 32® Members to set up personal profiles that can be linked together through networks of friends and industry contacts. Stage 32® Members can create profiles, upload authorized content, describe their professional and social interests, publish web logs (blogs), and post comments regarding content uploaded to Stage 32® by other Members. Stage 32® Members can also use Stage 32® to communicate with old friends and meet new friends through the service.
If You are a non-Member User of Stage 32®, You are authorized to access the public areas of Stage 32®.
Agreement
Your agreement to all the terms and conditions of this agreement ("Agreement" or "Terms of Use") is required before You can use the Stage 32® Website. Your agreement to this entire Agreement is also required as a condition for authorized access to the computers, servers and computer databases to access or use videos, photographs, music, text, graphics and/or other Content available in, at, on, through, from, or in association with, the Stage 32® Website. If You do not agree to this Agreement in full, You will not be authorized to access such computers, databases or Content or otherwise use the Stage 32® Website.
THEREFORE, IT IS VERY IMPORTANT THAT YOU COMPLETELY READ THIS AGREEMENT BECAUSE BY YOUR CONTINUED USE OF THE WEBSITE, ACCESSING CONTENT FROM THE WEBSITE OR USE OF ANY SERVICE PROVIDED BY THE COMPANY YOU AGREE THAT YOU WILL BE EXPRESSLY SIGNIFYING THAT YOU AGREE TO ALL THE FOLLOWING TERMS, CONDITIONS AND OTHER PROVISIONS, SET FORTH IN THIS AGREEMENT.
This Agreement was written in English. To the extent any translated version of this Agreement conflicts with the English version, the English version shall control. Please note that Paragraph 21 contains certain additional terms applicable to Users outside the United States.
Parties To This Agreement. The parties to this Agreement are You, a "User" of the Stage 32® Website and Stage 32, LLC, (hereinafter, the "Company"). As used in this Agreement, the terms "We", "Us", "Our" and variants thereof are used interchangeably to refer to the Company and variants of the word "You" ("Your", etc.) are used interchangeably to refer to You.
Acceptance. By accessing or using the Website or any of the services provided by the Company, You hereby agree to be bound by all the terms and conditions set forth in this Agreement, including without limitation, Our Privacy Policy (click here to see Our Privacy Policy), which is hereby incorporated herein by reference, and by all other rules, regulations, notices and agreements posted in or on the Website or otherwise provided to You. These Terms of Use apply to all users of the Stage 32® Website, including without limitation, all Members and all visitors to the Stage 32® Website.
Therefore, for good and valuable consideration, the amount, sufficiency, and receipt of which is hereby acknowledged by You and the Company (jointly referred to as "Parties"), the Parties hereby agree to all of preceding and all the following:
Definitions
"Affiliated Content Providers" shall mean persons and entities, including other Members, that make Content available at, in, on, though, from and/or, in association with, the Website or otherwise make Content available via participation in one or more programs provided by or in association with Stage 32® or via one or more Services provided by the Company.
"Audiovisual Work" shall have the same meaning as set forth in Section 101 of the United States Copyright Act.
"Content" shall mean text, photographic works, sound recordings, music, audio works, videos, Audiovisual Works, audiovisual combinations, haptic works, software, scripts, graphics, interactive features, and other materials that may accessed in, at, on, from, or through, the Website, or via the Service.
"Designated Agent" shall mean the person who is the Company's Designated Agent to receive notice of infringement, and counter-notices pursuant to, and subject to the terms of, the DMCA.
"DMCA" shall mean the Digital Millennium Copyright Act.
"Harmful Software" shall mean malicious or damaging code or software, spyware, computer viruses, Trojan Horses, worms, and any and all other devices that are designed or intended, in whole or in part, to disrupt, damage, limit, spy, or interfere with the proper functioning of any software, hardware, or telecommunications equipment or to obtain unauthorized access to any computer, server, digital storage device, or database.
"Indemnified Parties" shall mean the Company, the Company's licensors, and the Company's and the Company's licensor's respective directors, officers, members, principals, employees, contractors, suppliers, advertisers, affiliates, agents, attorneys, all other Members, all Users, all authors, creators, and/or producers of, and all performers in or on Content provided to the Website by Members and other Affiliated Content Providers, and all of the foregoing parties' respective, successors, successors in interest, heirs and assigns.
"Internet" shall mean a global network of interconnected computer networks, each using the Transmission Control Protocol/ Internet Protocol and/or such other standard network interconnection protocols as may be adopted from time to time, which is used (among other things) to transmit content between, or enable commercial transactions between, one or more websites and users thereof.
"Member" and "Stage 32® Member" shall interchangeably mean a person or entity that has agreed to receive Services from the Company as a Stage 32® Member subject to the terms and conditions set forth in the Stage 32® Membership And Website Terms of Use Agreement (Please click [member] to see the Stage 32® Membership And Website Terms of Use Agreement).
"Released Parties" shall mean s the Company, the Company's licensors, and the Company's and the Company's licensor's respective directors, officers, members, principals, employees, contractors, suppliers, advertisers, affiliates, agents, attorneys, and all of the foregoing parties' respective, successors, successors in interest, heirs and assigns.
"Service" and "Services" shall interchangeably mean one or more services provided by the Company to You in association with the use of the Website and/or other features of Stage 32® Services. All Services shall at all times be provided at Company's election and some or all such Services may be suspended, terminated, added to, subtracted from, and/or otherwise modified at any time by Company at Company's sole discretion.
"Service-Specific Terms" shall mean terms and conditions that are specific to Services, transactions, and/or other features provided by the Company. Service-Specific terms and conditions may be posted on the Website, for example, in association with specific features offered by the Company.
"Users" and "Website users" shall interchangeably mean users of the Website, including, without limitation, visitors, customers, Members, subscribers, advertisers, users of Services provided by the Company on, in, at or through the Website, and participants in programs and/or Services provided by the Company in association with the Website, some of which are now, or may in the future be, other Members of Stage 32®.
"User In Good Standing" shall mean a User that is in compliance with all the terms and conditions set forth in this Agreement.
"Website" shall mean the website and forum known as "Stage 32®" accessible at or through HYPERLINK "http://www.stage32.com" www.stage32.com and any and all future versions thereof, including without limitation, versions owned and/or operated by one or more entities other than Stage 32, LLC.
"Website Affiliates" shall mean persons and entities affiliated with the Website, including without limitation, persons participating in the Company's affiliate marketing program(s), advertisers on the Website, parties providing traffic to the Website, and providers of "up-sell" products and services, etc.
"Your Content" and "Licensed Work" shall interchangeably mean any and all Content of every kind that You upload to the Website or otherwise provide to the Company and/or its successors, and/or the future operator(s) of the Website. For example, if the Company allows You to comment on Content provided by Members or others, Your comments would comprise, without limitation, Your Content.
"Stage 32® Trademark Licensor" shall mean Black and Blue, LLC.
Re-Affirmation Of These Terms and Conditions Each Time You Use The Website; Service-Specific Terms. You hereby acknowledge and agree that each time You access or use the Website or any Service provided by the Company, You will be agreeing to the then-current version of this Agreement, and that You will be further affirming that You have the right, authority, capacity and intent to enter into the then-most recent version of this Agreement. You are strongly advised to click the link to the current version of these Terms of Use this each time You visit our Website and each time You use a Service provided by the Company as You are hereby advised, and You hereby acknowledge, that this Agreement and any Service-Specific Terms may be amended at any time, and that it is Your obligation to check for such amendments. You expressly acknowledge and agree that Your continued use of the Website, and/or Services provided by the Company, following the posting of changes to this Agreement and/or Service Specific Terms will mean that You have accepted and have agreed to such changes. If there is conflict between this Agreement and Service-Specific Terms posted for a specific Service, feature or transaction offered on the Website, the Service-Specific Terms shall control regarding the specific service, feature or transaction associated with the Service-Specific Terms.
Without limiting the foregoing, and for purposes of clarity, by using or visiting the Stage 32® Website or by using or acquiring any Stage 32® products, software, data feeds, or any Services provided to You in, at, on, from, or through the Stage 32® website, You signify by any and all such acts by You, Your express agreement to the terms of this Agreement, including without limitation, (i) the Company's Privacy Policy (click here to see Our Privacy Policy), incorporated herein by reference. If You do not agree to any of terms in this Agreement, please do not use the Service, the Website, or any Stage 32® products, software, data feeds.
Modification Of This Agreement. The Company reserves the right, in Company's sole discretion, to modify, revise, add to, delete from, and otherwise change, this Agreement at any time, and You hereby agree to be bound by such changes. Revised versions of this Agreement will be accessible via a link at the bottom of the Stage 32® home page, and many other pages in the Website, and/or at such other location(s) on the Website that the We deem appropriate to provide notice of such modifications. You should periodically review the most up-to-date version of these Terms of Use at aforementioned location(s) above. You hereby expressly agree that Your continued use of the Service and/or the Website after the a modification of this Agreement is posted constitutes Your acceptance of this Agreement as amended in its entirety.
You acknowledge and agree that is Your responsibility to frequently check the Website at the locations above to determine if there have been changes to these Terms of Use and/or Service-Specific Terms, and to review such documents before Your continued use of the Website or commencement or continued use of one or more Services provided by the Company.
Nothing in these Terms of Use shall be deemed to confer any third-party rights or benefits.
Additional Required Member Certifications. You hereby represent, agree, warrant, and certify:
that You over the age of thirteen (13) years (use of this Website for persons under the age of thirteen (13) years is strictly forbidden);
that if You are under the age of eighteen (18) years (but over the age of thirteen (13) years), You have the permission of a parent or guardian to access and use this Website and to use the computer(s) You use to access and use the Website;
that You have chosen to access the Website and use the Service voluntarily for Your own personal enjoyment, information, entertainment and/or education;
that You will not use the Website for any commercial purpose; and
that You have not listed any email address provided to the Company and/or any Affiliated Content Producers that is included in, or which You or another party subsequently includes in, any "do not email" registry or similar service anywhere in the world, and will not do so in the future regarding any email address You provide to the Company and/or any Affiliated Content Producers.
Our Grant Of Limited License To You. You acknowledge and agree that all the materials Company makes available to You at or through the Website are proprietary and constitute valuable copyright, trademark and other intellectual property owned by others, including Company. In consideration of Your representations, warranties and acknowledgments in this Agreement, and conditioned upon the truth of Your affirmation that You are over the age of thirteen (13) years, the Company hereby grants You a limited and revocable single user non-exclusive license (i) to access its computer servers to use the Website for Your private non-commercial use only, and (ii) to use the Services normally accorded a visitor to the Website. You acknowledge and agree that the limited license above may be revoked, suspended, or terminated by the Company at its election at any time.
License To Use Your Content. Company may provide, without any obligation to do so, the authorization and means for You to post or otherwise provide comments and/or other Content to Stage 32® If so, You hereby grant to the Company and its Stage 32® trademark licensor, a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license ("Content License") to copy, reproduce, distribute, transmit, disseminate, prepare derivative works of, display, and perform, and otherwise use, by any and all means now known or hereinafter invented, all of Your Content that You upload, submit, or otherwise provide to, Stage 32® and/or Company, including without limitation, via submission to the Website or by any other means ("Licensed Rights").
Without limiting the foregoing, You hereby agree that the Licensed Rights in and to Your Content subject to the Content License shall include all of the following rights:
the rights to use Your Content, and derivative works thereof, in connection with the Service, the Website, and all other services and websites and in connection with the Company's and the Stage 32® trademark licensor's (and their respective successors' and affiliates') business(es), including without limitation, for promoting and redistributing part or all of the Service and/or other Stage 32® trademark licensor's licensees' respective services, in any and all media formats and through any and all media channels by any and all means now known or hereinafter invented;
the rights to host, cache, store, copy, transmit, perform, display, broadcast, stream and transmit Your Content by any means now known or hereinafter invented;
the rights to make copies of and otherwise reproduce Your Content on the Company's computers and on other Stage 32® trademark licensor's licensees' computers for use on the Website and/or use on Stage 32® trademark licensor's licensees' websites,
the rights to make copies of and otherwise reproduce Your Content in the random access memory of computers and other devices operated by Users accessing Your Content in, at, on, through, or in association with, the Website, the Service, and/or any other website or service provided by any other Stage 32® trademark licensor's licensees;
all other rights required for the Company and/or other Stage 32® trademark licensor's licensees to grant to the users of the Website and to users of other Stage 32® trademark licensor's licensees' websites, the rights to access and stream Your Content from and/or through the Website and other Stage 32® trademark licensor's licensees' websites, and to otherwise play and perform Your Content on, in, at, on and/or through, the Website and other Stage 32® trademark licensor's licensees' websites, including without limitation, the right to grant to such users the right to create ephemeral copies of Your Content in the random access memory of their computers and all other devices now known or hereinafter invented that are capable of accessing the Website and/or other Stage 32® trademark licensor's licensees' websites, including, without limitation, mobile devices;
the right, but not the obligation, to associate and publish information with Your Content, including without limitation, information provided by or about You, and descriptions, critiques and evaluations of Your Content;
the right to modify, edit, adapt, prepare and format Your Content as Company and/or other Stage 32® trademark licensor's licensees determine in their respective sole discretion is appropriate for the limited purposes of formatting the uploaded Your Content for their respective services and systems, for optimizing visual or sound quality of the uploaded Content and otherwise as Company and other Stage 32® trademark licensor's licensees respectively deem appropriate to effectuate the licensed use of such Content on the Website and on other Stage 32® trademark licensor's licensee's websites as contemplated by this Agreement; and
the right to remove, replace, take down, put back up, suspend, temporarily terminate, and/or permanently terminate the use of, any and all of Your Content in, at, on, through and/or in association with, the Website and/or any and all other Stage 32® trademark licensor's licensees' websites at any time.
User License. You also hereby grant to each user of the Service and each user of any of Stage 32® trademark licensor's licensees' services a non-exclusive license to access Your Content through the Service and through each of Stage 32® trademark licensor's licensees' services, and to use, reproduce, distribute, display and perform Your Content as permitted through the functionality of the Service and/or Stage 32® trademark licensor's licensee's respective services, and under the terms of this Agreement and Stage 32® trademark licensor's licensees' respective terms of use agreements ("User License") .
You Grant Content Licenses And User Licenses Each Time Content Is Submitted. You acknowledge and agree that when You submit Your Content to Stage 32® and/or Company via the Website or by any other means, that by providing Your Content to the Company, You will, by each such act, be simultaneously be granting a Content License and a User License, as set forth above, with respect to and regarding such Content You submit.
Termination Of License. The above licenses granted by You regarding Your Content submitted to the Service shall terminate within a commercially reasonable time after You remove or delete Your Content from the Service, and, as applicable, from such other Stage 32® trademark licensor's licensees' services using Your Content, if any. You understand and agree, however, that Stage 32® and Stage 32® trademark licensor's other licensees may retain server copies of Your Content that have been removed or deleted from their respective services by You. Notwithstanding the foregoing, You acknowledge and agree that any and all licenses granted by You in, to, or otherwise regarding, user comments that You have submitted to the Service and/or to other Stage 32® trademark licensor's licensees' services shall be perpetual and irrevocable.
Removal Of Your Content From The Website. If You would like any of Your Content (except for user comments) to be removed from the Stage 32® Website, You may do so by following the instructions for Content removal set forth at HYPERLINK "http://www.stage32.com/settings". You acknowledge and agree that the Company shall have no liability for failure to remove Yours or any other User's Content from the Website or Service for any reason. If Your Content is included in, on or in association with one or more other Stage 32® trademark licensor's licensees' websites or services, and You would like to remove Your Content from such other websites or services, a similar content removal method as set forth above regarding the Stage 32® Website will be provided in regard to such other Stage 32® trademark licensor's licensees' websites.
Prohibited Content
No Unlawful Or Infringing Content. You agree that You will not upload any Content that violates any law or regulation or infringes, violates or misappropriates any person's or any entity's rights, including, without limitation, any person's or any entity's intellectual property rights or other proprietary rights, any privacy rights, or any contractual rights.
No Sexual Depictions Of Children. You expressly agree that You will not upload or otherwise provide to Stage 32® or to Company any Content that contains any depiction of a minor engaged in "sexually explicit conduct" as defined in 18 U.S.C. SS2256 (2)(A)
No Nudity Or Sexually Explicit Conduct. You expressly agree that You will not upload or otherwise provide to Stage 32® or to the Company any Content containing nudity or any actual or simulated sexually conduct, any obscene matter, or any Content subject to subject to 18 U.S.C. SS2257 and/or 18 U.S.C. SS2257A.
No Objectionable Content. You expressly agree that You will not upload or otherwise provide to Stage 32® or to the Company any Content that is indecent, offensive, bigoted, hateful, malicious, defamatory, or harmful to minors or any Content that depicts actual or simulated cruelty or harm to animals.
No Personal Information Regarding Any Person Under The Age Of Thirteen (13) Years. You agree that You will not at any time upload or otherwise provide any personal information regarding any person under the age of thirteen (13) years, including without limitation, any name, email address, mailing address, telephone number, social security number or other personally identifying information.
Important Website And Content Access And Use Restrictions.
All Content On The Website Is Proprietary. All photographs, videos, music, sound recordings, Audiovisual Works, software, text, images, graphics, user interfaces, trademarks, logos, artwork and other Content, including but not limited to the design, selection, arrangement, and coordination of such Content on the Website is owned by the Company or its licensors and is protected by copyright, trade dress, and trademark laws, and other intellectual property laws. Except as expressly provided in this Agreement or Service-Specific Terms, no part of the Website and no Content may be reproduced, recorded, broadcast, distributed, uploaded, posted, altered to make new works, performed, digitized, or transmitted in any way to any other computer, website or other medium, or used for any commercial purpose, without the prior written consent of the Company or the respective licensors of the Content. The Company and its licensors reserve all rights not expressly granted in and to the Service and the Content.
Personal Authorized Use Only. As a visitor to Stage 32®, You shall have a nontransferable, nonexclusive, non-sublicensable license to use the publicly accessible areas of Stage 32® Website for personal use only. You may not use the Stage 32® Website, or any Content available in, at, on, through, from, or in association with, the Website, or any Service provided by the Company, for any commercial purpose whatsoever. You may not create derivative works of, or re-digitize, any such Content provided by the Company or Members, or use any such Content in conjunction or in combination with any third-party content (e.g., to provide an audio or visual component of an audiovisual work). You acknowledge and agree that no use of the Stage 32® Website or any Content associated therewith, no use of any Service provided by the Company, and no use of the Stage 32® trademark, are permitted except as expressly authorized by this Agreement and/or Service-Specific Terms associated therewith. Without limiting any of the other indemnification provisions set forth in this Agreement, You agree that to the fullest extent permitted by applicable law, You shall fully indemnify all Indemnified Parties, including without limitation, the Company, and the Company's licensors, for any and all failures by You to fully comply with terms set forth in this Paragraph.
No Downloading Unless A Downloading Option Is Provided. You agree that You will not download any Content from the Website or the Service unless the Company has provided You with the authorization and the means to download the Content by engaging a "download" button or similar link displayed in close association with the Content.
All Content Is Provided "As Is". All Content available to You in, at, on, through, from, and in association with, the Website and/or Service is provided to You AS IS. You may access such Content for Your information and personal use solely as intended through the provided functionality of the Service and as permitted under these Terms of Use.
No Circumvention Of Content, Website or Service Security Features. You agree not to circumvent, disable or otherwise interfere with any security-related system, function or feature of the Website or Service, or any system, function or feature designed to prevent or restrict the use or copying of Content or otherwise effectuate one or more limitations on the use of the Website, the Service, and/or any Content associated therewith.
Company And Company's Licensors Shall Not Be Responsible For Member-Generated Or Third-Party Content. You understand and agree that when You are using the Website and/or the Service, You will be exposed to Content from a variety of sources, including, without limitation Content provided by other Members, and Content provided by other Affiliated Content Providers, and that the Company and its licensors are not, and shall not, be responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to, such Content. You further understand and acknowledge that You may be exposed to information and other Content that is inaccurate, offensive, indecent, and/or objectionable, and You expressly agree to waive, and hereby do waive, any and all legal and equitable rights and remedies You have or may acquire in the future against the Company, the Company's licensor(s), and/or their respective licensors and licensees with respect thereto, and, to the extent permitted by applicable law, You agree to indemnify and hold harmless all Indemnified Parties to the fullest extent allowed by law regarding all matters related to Your use of the Website, the Service and Content directly or indirectly related thereto.
Use Only In Accordance With This Agreement Is Authorized. You acknowledge and agree that You may only access, view, listen to, download, and receive materials available at, in, or through, Stage 32®, the Website and/or one or more Services provided by the Company, including without limitation, Content provided by Affiliated Content Providers, only in accordance with this Agreement, Service-Specific Terms, and other applicable rules, notices and agreements posted on the Website, and their posted revisions, including, without limitation, specific terms and condition associated with the acquisition and use of Affiliated Content Provider's Content.
Access By One Computer At A Time. You may access and use the Website only on one computer at a time and You may only make a single ephemeral copy of the parts of the Website You are currently visiting in the random access memory of Your computer.
Reproduction Or Publication Of Parts Of The Website Is Strictly Prohibited. Except for providing links to the Website and/or the URL locations of Content published on the Website, You may not re-publish or provide any parts of the Website or any of Affiliated Content Providers' Content to any other person or entity without express prior written authorization by the Company. Such prohibited uses include, without limitation, transmission of the Website and/or Content associated therewith by emailing, phone messaging, or by any other means of publication or dissemination of reproductions of the Website or such Content, in whole or in part, including without limitation, via any web page, including without limitation, on any personal web page You may own or be affiliated with, including any Face Book(R) page, any Google+(R) page, any MySpace(R) page, any Twitter(R) page, or by the use of any other social networking sites, regardless of whether any of the aforementioned uses are commercial or non-commercial. You acknowledge and agree that any and all such unauthorized use by You shall constitute intentional and willful copyright infringement by You that could subject You to serious and substantial potential liability and monetary damages.
Your Use Of The Website And Services Shall Be Subject To All Applicable Laws And Regulations. You agree that Your use of the Website and all Services provided by the Company shall at all times be subject to, and in compliance with, all applicable local, state, national and international laws and regulations and that You shall at all times be solely responsible for all acts and omissions that occur by, or otherwise in association with, Your use of the Stage 32® Website. No software or any other Content available in, at, or through this Site may be uploaded, downloaded, imported, or exported in violation of any law including, without limitation, to countries that are subject to any governmental export restrictions.
Website and Service Content Is Licensed And Not Sold. Use of the Website, the Service, and the Content contained or otherwise associated therewith are subject to a limited license for Your use in accordance with this Agreement and applicable Service Specific Terms while You are a User in Good Standing, and such Content is not sold or assigned, notwithstanding use of any terms such as "sell," "purchase," "order," or "buy" on the Website or in this Agreement. Any and all licenses granted to You to download Content from the Website are nonexclusive, nontransferable, and non-sublicensable.
Consequences Of Unauthorized Use Of The Website And/or Services. You hereby acknowledge that You understand, and that You hereby agree, that You must abide by these terms and conditions or any accessing or use of the Website and Service by You will not be authorized. The unauthorized accessing of the Company's computers and databases in excess of the authorization expressly granted by the Company in this Agreement may violate state, federal and foreign laws, including, without limitation, The Electronic Communications Privacy Act, 18 U.S.C. SSSS 2701-2710, The Computer Fraud and Abuse Act, 18 U.S.C. SS 1030 and The California Comprehensive Computer Data Access and Fraud Act, Cal. Penal Code SS502, and may constitute trespass to chattels, and intentional copyright infringement(s) of the Company's and third-party's copyrights under the laws of the United States and other countries. You further acknowledge that You understand that any such unauthorized access of the Website and/or Company Content or Affiliated Content Providers' Content on the Company's computers could subject You to potential criminal prosecution and substantial civil liability. For example, intentional infringement of the Company's or a Member's copyright in a single work could subject You to statutory damages of up to $150,000 per work infringed, or greater actual damages.
Stage 32® Community Code Of Conduct. You agree to use the Website and all Services provided by the Company in strict accordance with this Stage 32® Community Code of Conduct.
(I) You shall at all times act professionally and be courteous to Members and other Users of the Website and shall not use Stage 32®, the Website or any Service provided by the Company to engage in any harassing, abusive, disruptive or offensive behavior, or to post or upload any communication or other Content that contains libelous, slanderous, abusive, defamatory, racist, obscene or offensive language or other material.
For example, when commenting on another Member's profile or creative work, if You are provided a means to do so, You agree that You will only engage in constructive commentary and refrain from abusive comments. You agree that You will not engage in any activity or behavior that directly or indirectly interferes with any Member's or Website User's use or enjoyment of the Website or Services provided by the Company. You also agree not to send any unwelcomed communications to any Stage 32® Members or Users or use Stage 32® or any Service provided by the Company to send unwelcomed communications to others.
(II) You shall not use Stage 32®, the Website or any Service provided by the Company in any manner that infringes, misappropriates or otherwise violates any person's or entity's rights.
For example, You may not upload any photographs, videos, recordings, text or other Content to the Website that does not belong to You or for which the You do not have all the required rights to do so at the time of uploading.
You may not copy, sell, license, broadcast, transmit, distribute, perform, display, rebrand, or otherwise use any information or other Content accessible in, at, on, through, from or in association with, Stage 32®, the Website or any Service provided by the Company (excluding Your Content) except as permitted in this Agreement or as otherwise expressly authorized by the Company.
You may not use Stage 32®, the Website or any Service provided by the Company to publish information that You do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such confidential information, information learned or disclosed as part of an employment relationship, information covered by or under a nondisclosure agreement, or any "insider" information).
You may not use the Stage 32® trademark, or any of the Company's or the Stage 32® trademark licensor's brands, logos or other trademarks for any purpose unless You have received express prior written authorization from the Company and the Stage 32® trademark licensor to do so.
(III ) You shall not to remove or attempt to remove any notices or labels (including without limitation, any copyright or trademark notices or symbols) or any advertisements associated with, or incorporated into, the Website or any Service provided by the Company, or incorporated into any Content displayed or posted at, on, in or in association with, the Website.
(IV) You shall at all times comply with all applicable laws and You shall not use Stage 32®, the Website or any Service provided by the Company to engage in any form of illegal conduct.
Without limiting the foregoing, You agree that You will not use Stage 32®, the Website, or any of the Services to
(i) unlawfully acquire or use any other Member's or other User's personal information;
(ii) advertise, promote, market, buy, or sell any illegal products or prohibited activities;
(iii) upload, download, distribute or transmit child pornography, obscene material or material not compliant with 18 U.S.C. SS2257 or SS2257A;
(iv) threaten, harass or injure any person; or
(v) violate any law regarding the transmission of technical data or software exported from the United States.
(V) You agree that You will not engage in any unlawful or inappropriate use of email to promote Yourself or any other person or entity on or in association with Stage 32® .
You expressly represent and warrant that You are familiar with the CANSPAM Act and that You will not engage in any activity that violates the CANSPAM Act or any other law regulating the transmission of email. You agree not to engage in any activity the comprises the sending of junk email, chain letters, duplicative or unsolicited messages or unlawful "spamming" in connection Your use of any Services provided by the Company. You may not use Stage 32® or any Service provided by the Company to promote or participate in any "chain letters," "pyramid schemes," or any similar forms of communication.
(VI ) You agree that You will not post inappropriate, inaccurate, harmful or objectionable Content to Stage 32® or use any such materials in association with Your use of the Website or any Service provided by the Company.
(VII) You shall only provide truthful and accurate information to the Company and to the Service, including without limitation, all information You post in Your Profile Area.
For example, without limiting the foregoing, You acknowledge and agree that You shall not upload, post, email, transmit or otherwise make available any information or other Content that:
(i) falsely states or otherwise misrepresents Your identity; or
(ii) contains a forged header or false identifiers to disguise the origin of any communication transmitted through or in association with Stage 32® or any Service provided by the Company.
(VIII) You shall not attempt to sign up for or otherwise create a Membership for any person except for Yourself, a natural person and You shall not create more than one Membership for Yourself.
You may not set up a membership for an entity, such as a corporation, a trust or a limited liability company.
(IX) You shall not create more than one user profile or a user profile for anyone other than Yourself, a natural person, except for Child Profiles You are authorized to create for Your minor child(children) over the age of thirteen (13) years subject to the terms of this Agreement and the document entitled "Setting Up A Child Profile" (Click [child]) to see a copy of this document).
(X) You shall not impersonate, or falsely claim an affiliation with, any person or entity.
For example, You shall not directly or indirectly engage in any activity in association with Your use of the Website or any Service provided by the Company in which You claim a false affiliation with the Company, any employee or agent of the Company or any other Member.
(XI) Because You acknowledge that information You provide in Your profile and post elsewhere in, at, or on the Website or through the Service will be public information, You agree that You will not post or provide information that You consider to be confidential or that You wish to keep private.
(XII) You shall not attempt to gain unauthorized access to Stage 32®, the Website or any Service provided by the Company, or to any of the Company's, or its agents' servers or databases.
You agree that You will not attempt to access any prohibited files or any of the Company's computers or databases beyond the authorization expressly granted to You by the Company. You also agree that You will not attempt to acquire another Member's password or access another Member's account.
(XIII) You shall not attempt to establish unauthorized hyperlinks to any password-protected parts of the Website or to any materials in, at, on, or associated with, the Website without express permission from the Company to do so.
(XIV) You shall always use due care not to upload any viruses or other Harmful Software to the Website or use any Harmful Software in association with any Service provided by the Company.
For example, You agree that You will at all times take care not to upload any files (e.g., video files, text files, etc.) to the Company's servers that contain any viruses, time bombs, cancel bots, worms, Trojan horses or any other Harmful Software. You also agree not to engage in any activity that interrupts or limits the functionality of any computer software, hardware or telecommunications equipment of the Company or of any User of Stage 32®.
(XV) You shall not use the Website or any Service provided to You by the Company for any commercial purpose.
(XVI) You shall not use Stage 32® to directly or indirectly set up, develop or attempt to set up or develop any kind of sales network, multi-level marketing plan, pyramid scheme, or any similar endeavor.
(XVII) You shall not upload any Content to Stage 32® or the Website that advertises or promotes any competitor of the Company or any third-party products or services.
For example, You agree that the foregoing prohibition includes, without limitation (i) any marketing or promoting of any other website that is not expressly authorized by the Company, and (ii) any marketing or promotional activity that reasonably appears to be intended to divert traffic to another website or business, including, without limitation, a website(s) or business of any of Company's competitors.
(XVIII) You shall review and comply with our Privacy Policy (please click here to view Our Privacy Policy.
(XIX) You shall promptly review and comply with all notices sent to You by or on behalf of the Company concerning Your membership and/or Services provided to You by the Company.
(XX) You acknowledge and agree that all of the following activities are strictly prohibited. You may not attempt to or actually:
access the Website or any Service provided by the Company by any means other than through the interfaces provided by the Company;
engage in "framing," "mirroring," or otherwise simulation of any appearance, trade dress, or function of Stage 32® or any Service provided by the Company;
"deep-link" to any part of the Stage 32® Website for any purpose except for promoting Your profile in accordance with, and subject to, the terms of this Agreement.
sell or license any Content available in, at, on or associated with Stage 32® or any Service provided by the Company;
reverse engineer, decompile or disassemble the source code for any underlying feature or function of Stage 32® or any Service provided by the Company;
create any derivative works based on Stage 32®, the Website, or any intellectual property underlying or relating to any of the Services provided by the Company;
use any bots or other automated methods to access, "spider", "crawl" or otherwise acquire data in, on, at or from any Stage 32® web page or any Service provided by the Company, or to download Member information or other Content, or to send or redirect messages to other Members or Website users;
use Your membership or any Content You access in, at, on, through, from, and/or in association with Stage 32® or any Service provided by the Company to create or promote any business in competition with Stage 32®; or
circumvent or override any security feature or functionality of Stage 32®, the Website or any Service provided by the Company.
(XXI) Members shall block and otherwise prevent any and all use of Stage 32® by their minor children under the age of 13.
(XXII) It shall at all times be Your obligation to update Your information on file with the Company as necessary.
(XXIII) You shall frequently check for revisions and modifications of these Terms of Use.
The bold text comprising the preceding enumerated 23 Stage 32® Community Code of Conduct provisions are not paragraph headings. Each separately numbered provision, including such bolded text and all other included text, constitutes a separate Stage 32® Community Code of Conduct provision.
Note: provisions set forth in the Stage 32® Community Code of Conduct applicable to Members, such as those pertaining to Content uploaded by Members (referred to as "Your Content"), will not apply to You if You are not, and have not been, a Member.
Termination.
Termination By The Company. You acknowledge and agree that We, in our sole discretion, may terminate or suspend Your access to all or part of the Website and/or all or part of the Services at any time, and that such termination(s) and suspension(s) may be temporary or permanent, and may be with or without notice, for any reason, including, without limitation, Your breach of this Agreement, or for no reason. Company also may also suspend and/or terminate Stage 32® and/or any and all Services at any time.
Termination Of Use Of Your Profile And Your Content.
Your Content, Profile And Other Data Provided By You May Remain On The Website Until You Request Their Removal. Any and all profiles, Content and other data provided by You may remain active on the Website until You remove them.
Rights To Use Your Content Continues Until Your Removal. You also expressly acknowledge and agree that all the licenses that You grant regarding Your Content shall continue in full force until You remove Your Content from the Stage 32® Website and from such other websites, if any, on, in or from which Your Content is accessible pursuant to this Agreement. You acknowledge and agree that the Company and the Stage 32® trademark licensor shall to have the rights to use Your Content as licensed by You unless and until You have removed Your Content from the subject website(s) as set forth above.
No Obligation To Remove References To You Or Your Content. While Company shall use commercially reasonable efforts to remove public access to the digital file(s) comprising Your Content in response to a proper request from You to do so, any and all references to Your Content by title or otherwise, and all other information associated with Your Content that are posted on the Website, and/or in association with any Services provided by the Company, including without limitation, identifications, descriptions, performer data, and critiques, including critiques and data in Members' areas, shall not be subject to required removal by the Company from the Website for any reason. You acknowledge and agree that any and all such information associated with Your Content may persist in, on, at or in association with the Website, Stage 32®, Services provided by the Company, and in association with all other websites that have ever been authorized to contain or display Your Content. Notwithstanding the foregoing, nothing herein shall constrain or limit the Company's unlimited right, in its sole discretion, to remove and/or restore such information in whole or in part from the Website, Stage 32®, and/or any and all Services provided by the Company.
Survival. The following provisions, including all subparagraphs thereof, shall survive the termination of Your right to Use the Website and/or any Services provided by the Company, regardless of the reason for such termination: 1, ***11, 12, 13, 14, 15,16, 17, 18, 19, 21, 22, 23, 24, 25, 26, 27, 30, 32, 33, and 34.
Service Marks (Trademarks). "Stage 32®" is a service mark licensed to Stage 32, LLC. All use of the Stage 32®" trademark is by permission only. No use of the Stage 32® mark or any other marks owned by the Stage 32® trademark licensor shall be permitted except through the prior written authorization and permission of the Stage 32® trademark licensor. All rights in and to the Stage 32® mark are expressly reserved by the Stage 32® trademark licensor (owner).
Indemnification For Unauthorized Use Of Content, Website Or Other Proprietary Materials. You agree that You shall be personally liable for any and all breaches of this Agreement by You. To the fullest extent permitted by applicable law, You also agree to fully indemnify all the Indemnified Parties for any and all damages, costs, and expenses, including attorneys' fees, directly, indirectly and/or consequentially resulting from (i) any breach of this Agreement by You, including from any breach of any warranty, covenant or obligation; (ii) any claims that You have infringed or violated any rights of any person or entity, including any copyrights, trademark rights, name, likeness or voice rights, privacy rights, and contract rights; (iii) any claims of liable, slander, defamation or false light, (iv) any violation of any regulation or law; (v) any unauthorized use of any parts of the Website or Content provided by other Members, Affiliated Content Providers, or the Company; (vi) any misrepresentation by You, or (vii) any unauthorized use of Stage 32®, the Website, and/or any Service provided by the Company. The foregoing indemnification shall cover and apply to, without limitation, any and all damages resulting from any attempted or actual unauthorized, accessing, downloading, viewing, copying or distribution of the Website or any Content at, in, on or associated therewith, in whole or in part, by You, alone, or with, or under the authority of, any other person(s) or entity(ies).
Authorization And Permission To Communicate With You. Please read our PRIVACY POLICY (Please click here to access our PRIVACY POLICY). You hereby authorize, permit and request notices, advertisements, e-mail and other communications of any and all kinds to be sent to You from the Company, other Members and Affiliated Content Providers and their authorized agents, assigns, representatives, successors, affiliates and contractors, to Your email address(es) and other contact points that You provide to the Company. You agree that the Company shall not be under any obligation or restriction regarding the sharing, renting, licensing and/or sale of Your email information to third-parties. You agree that Your request, authorization and permission to the Company to send You materials and communications herein shall continue to be in effect unless and until You notify the Company that You wish to be deleted from the Company's email list in the manner set forth in the PRIVACY POLICY or by following the instruction below, in which case, You acknowledge and agree that the Company shall be obligated only to delete You from its email list and not the email list(s) of any third-parties that have acquired Your email information, regardless of how or when such parties obtained Your email information directly or indirectly from or through the Company. You acknowledge and agree that You will need to contact such third-parties to be deleted from their respective email list(s). If You do not wish to receive advertising email from Company CLICK here.
Opt-out and Cancellation Provisions. At any time, You may opt out of future advertisement and promotional e-mailings and cancel Your receipt of e-mails, except for business communication and/or relationship emails, from the Company by clicking the unsubscribe link at the bottom of an e-mail advertisement sent to You by the Company or by sending an e-mail cancellation request to support@stage32.com. Notwithstanding the foregoing, You agree that the Company may at all times, to the fullest extent of the law, continue to communicate with You by email regarding any and all business transactions You have entered into with the Company.
Acknowledgment of Privacy Policy. You hereby acknowledge that You have read and agree to the Company's PRIVACY POLICY and that You expressly waive any claims against the Company that arise in relation to any matter relating to the use of personal information You provide to the Company.
No Actions Resulting From Registration In "No Contact" Registries. You hereby agree that You will not bring any action against Company, any Affiliated Content Providers, any Website Users, any of the Website's affiliates, the Stage 32® trademark licensor, any of the Stage 32® trademark licensor's other licensees, or any of any of the aforementioned parties' principals, employees or agents, as a direct or indirect consequence of Your registration of an email address, mailing address, telephone number or other contact point with any governmental "do not email" registry with respect to any such contact point You have provided to the Company and/or one or more Affiliated Content Providers after indicating that You have given the Company and/or such Affiliated Content Providers permission to send You email. You agree to indemnify the Company and all other Indemnified Parties for, from and against any and all expenses and damages, including any and all fines, penalties and attorney's fees that result from, arise under, or are otherwise related to, any breaches of Your obligations in this Paragraph and for any actions against Company and/or any other Indemnified Parties that result from any party sending You email that You have requested or authorized the Company, its affiliates and/or one or more Affiliated Content Providers to send You.
Automated Contact Features. If You provide contact information to the Company at any time, You agree that the Company and its licensees and sublicensees may, in the Company's, its licensees' and sublicensees' respective individual discretion, cause or allow You to be contacted by one or more "persons", as that term is defined below, as a part of an "Automated Contact Feature".
A "person" for purposes our automated contact features may be a real person, such as Member or another User or Service recipient, or a digital actor, such as an avatar or a synthespian (e.g. a computer generated "person" or "character'). Such person may be generated or employed by the Company or a third-party to enhance Your online experience. For example, such person may provide an electronic introduction to new or existing Website feature or functionality, or Service offered by the Company.
You agree that such "persons" may also provide to You, or enable You to receive, digital introductions from other Members. Such "persons" may also be employed to enhance online relationships, encourage active participation in the Website or Services offered by the Company or affiliated parties, or to discourage inappropriate behavior
You agree that such "person" may be a current or past Stage 32® Member or Website User, an independent contractor, a digital creation, You, or a digital representation of You.
All such "persons" are not, and shall not be deemed to be, authorized agents or representatives of the Company unless they are prior authorized by the Company in writing to be so, and that authorization is clearly visible in the communication from such "person". No real or digital person, entity, digital actor or other synthetic creation acting as a part of, or in association with, any Automated Contact Feature is empowered by the Company to use any of its websites, any Stage 32® membership or any other function or feature of the Website to sell or trade anything, or to may make any promises or representations, or otherwise act, on behalf of Company, or bind Company to any agreement or contract without express prior written authorization by the Company to do so.
If You should receive a communication by a person through or in association with any Automated Contact Feature purporting to be a communication from the Stage 32® or the Company, such as an "Official Informational Communication" as defined herein (see below), You may, and are encouraged to, verify that such communication is indeed authorized by the Company by contacting Us through Our Customer Service Department, which can be accessed by clicking here. PLEASE REPORT ALL INAPPROPRIATE OR SUSPICIOUS BEHAVIOR PERTAINING TO ANY AUTOMATED CONTACT FEATURE TO US VIA THE PRECEDING LINK.
By using the Website, receiving any Services from the Company or by otherwise agreeing to these Terms and Conditions, You hereby authorize, the Company to use or allow, in its sole discretion, one or more Automated Contact Feature persons to communicate with You via email, via instant messaging programs, and/or by any and all other means now known or hereinafter invented for the purposes set forth above, any other purpose set forth in, or consistent with, this Agreement or any future modifications hereof, and for any and all other lawful purposes.
You also hereby expressly authorize all data in Your profile and all other data regarding Your use of the Website and/or the Services to be used in, and in association with, Our Automated Contact Features, including, for example, to provide introductions to other Members, introductions to other real and fictitious persons, and to assist Us in the formulation and transmission of communications to You.
You hereby expressly acknowledge and agree that all communications by, from, to or in association with, Automated Contact Features are for informative and entertainment purposes only, such as for purpose of communicating "Official Informational Communications" about Your Membership, existing or upcoming programs or features of Stage 32® or instructions for using Stage 32® (e.g., messages about membership status, new feature data, how to upload Content, etc.).
You acknowledge and agree that no communication shall be, or shall be interpreted to be, an "Official Informational Communication" unless it clearly indicates that it is an official communication from Stage 32® or the Company and such communication via an Automated Contact Feature has, in fact, been prior authorized and approved by the Company.
You hereby also expressly acknowledge and agree that any and all communications by or in association with any Automated Contact Features that are not Official Informational Communications are NOT communications from Stage 32®, the Company or any of its principals, officers, employees, agents, attorneys, contractors or affiliates, nor are such communications intended by the Company or any other party to be communications upon which You should reasonably rely for any purpose whatsoever.
As is the case with all data provided by Stage 32® Members and/or other Website Users, the Company is not responsible for reviewing, verifying, auditing, policing or modifying the Content of any real person's profiles or any other communications if such real person acts as, or in association with any Automated Contact Feature, regardless of how or when such communications are made.
Use Of The Website To Communicate With Others.
No Endorsement Of Communications. The Company does not endorse or arrange personal, professional and/or social communications or meetings between or among Members, Affiliated Content Providers or other Users of the Website. You are expected to use common sense and take appropriate measures and precautions in the event that You choose to communicate with, or meet with any person or entity with whom You have communicated through the use of any public areas or chat areas of the Website, if any, and/or through any Services or materials provided by the Company, a Company affiliate or any Affiliated Content Provider. You acknowledge and agree that Company shall not be held responsible in any way for the outcome of any contact or meeting, whether in person, by email, by videoconferencing, by telephone or by any other means, resulting from advertisements placed or responded to, or messages or communications sent or received by other Members, Website Users, any Affiliated Content Providers, or any other Company affiliates, or through any use, directly or indirectly, of the Website and/or Services provided by the Company.
Links To Third-Party Websites. You acknowledge and agree that links on the Website to external websites with or without related third-party company logos shall not be deemed to constitute endorsement by Company of the opinions or views expressed at such linked websites ("External Websites") or by such third-party companies. We have no editorial control or supervision over selection or display of such content provided by such third-parties or such third-party Websites and such third-parties are solely responsible and liable for all such content. Company does not verify, endorse, or take responsibility for the accuracy, currency, completeness or quality of the content contained in, at, on or available through any External Website. Furthermore, Company shall not be responsible for the quality or delivery of the products or services offered by, accessed at, or advertised in any External Website. As such, neither Company nor its subsidiaries or affiliates shall be responsible for any errors or omissions or for the results obtained from the use of content or other information contained in, at, on or available through any External Website. To the extent that an External Website collects personal information or postings from the end users, be advised that in no event shall Company assume or have any responsibility or liability for the manner in which such information or postings are exploited or for any claims, damages, or losses resulting from their use and/or appearance at, in, on, through or in association with any External Website. You acknowledge and agree that Company shall not, under any circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information, content, products or services contained in, at, on or available through, any External Website.
Communication With Advertisers. Members and other Users may from time to time enter into correspondence with, or participate in the promotions of, advertisers or providers of third-party services through, or in association with, the Website. All such correspondence, including, without limitation, any resulting contractual agreements, shall solely be between the advertiser and/or third-party provider and the User. You expressly acknowledge and agree that the Company shall not be responsible for any representations by any such advertisers or third-party providers for upholding any applicable terms, conditions, or warranties made by the advertiser or third-party provider in connection therewith. You acknowledge and understand that We do not screen, endorse, monitor, control, investigate, supervise or verify any advertisements or promotional material submitted or otherwise provided by third parties for publication via the Website and/or Service, nor make any claims or take on any duty regarding the accuracy or reliability of any such advertisements. The Company is neither an author nor editor of any of the materials uploaded, posted or otherwise made available via the Website by any advertiser or other any third-party. You are therefore cautioned and advised to use Your own judgment to evaluate all advertisements and other communications available at or through the use of the Website prior to responding thereto or purchasing goods and/or services described at the Website.
No Monitoring Or Screening By Company. You expressly acknowledge and agree that the Company does not monitor the activities of Members or other Users of Stage 32® or screen any profiles, posts, chat, or other communications between Members or other Website Users or any Content provided to Stage 32®, the Website, or any Service provide by the Company, and the Company shall not have any duty to do so. You further expressly acknowledge that the Company has no control over any such communications or Content and the Company makes no representations or warranties whatsoever with respect to the character or veracity of any such profiles, posts, chat, notices communications or Content. You expressly acknowledge and agree that the Company shall have no liability whatsoever resulting from any lack of truth or accuracy, or any Member's or other User's lack of rights, regarding any profiles, posts, chat, other communications or other Content made available in, at, on, through, from or in association with, Stage 32®, the Website, or any Service provide by the Company.
Services Enabling You To Communicate With Members And/Or Other Website Users. The Company may in its discretion provide a service that enables authorized Users to communicate with or otherwise share information with other Members and/or Users of the Website or persons who offer to provide a service to Members or other Website Users, such as Affiliated Content Providers. If the Company provides such service and if You make use of the service, You agree that You will not post, submit, publish, display, disseminate, or otherwise communicate any defamatory, libelous, inaccurate, abusive, threatening, offensive, fraudulent, obscene, lewd, excessively violent, harassing or otherwise objectionable or illegal material or any material which would violate or infringe the copyright, trademark, rights of publicity, privacy rights or other rights of any person. You acknowledge that transmission of such material or any material that violates any federal, state, or local law in the United States or anywhere else in the world, is strictly prohibited by the Company and You further agree that any transmission of such material by You shall constitute a material breach of this Agreement entitling Company, without notice, and without any liability for damages or reimbursement to You, to immediately terminate Your rights to access and use the Website, Stage 32® and Services provided by the Company. You agree to fully indemnify Company and any other affected Members and other Website Users for any and all breaches of Your obligations in this Paragraph.
You Shall Be Responsible For All Your Stage 32® Communications. You acknowledge and agree that You shall at all times be solely responsible for all messages, materials, information and Content You post, upload or otherwise provide to the Website and/or the Company. You further acknowledge and agree that You, and not the Company, shall be solely responsible and liable for all damages, liability or other consequences, foreseen and unforeseen, regarding all messages, materials, information and Content that You submit, upload, provide, publish, display, disseminate or otherwise communicate through the Website even if one or more claims for damages or liability arise after termination of Your Membership or this Agreement.
Company Is Not Responsible For Content Uploaded Or Otherwise Provided By Others. You acknowledge and agree that Company is not, and shall not be held, responsible or liable for the quality, legality, or any other matter regarding, any Content, products, services or information, including email, that is directly or indirectly transmitted, posted, provided or otherwise made available to You by Members, other Affiliated Content Providers, advertisers, or any other third-parties. You further expressly acknowledge that We do not guarantee or vouch for the accuracy or truthfulness of any messages, communication, information or Content of any kind which has been posted, uploaded, transmitted or otherwise provided by other Users, Members, other Affiliated Content Providers, the Company's other affiliates, advertisers, or any other third-parties.
Release Of Company From Liability Regarding Content. You hereby release Company and all other Indemnified Parties from any and all liability and responsibility in connection with the Content and all other information, messages, communication and other materials You receive or may receive from the Company, other Users, Members, Affiliated Content Providers, the Company's other affiliates, or advertisers, and You promise never to bring any action, claim or initiate any dispute of any kind regarding any such Content or other information, messages, communication and/or other materials that are directly or indirectly transmitted, posted, provided or otherwise made available to You in, at, on, through, or in association with, the Website or any Service provided to You by the Company.
Communications Submitted By You Are Not Private. If the Company provides a communication or information sharing service, You agree that any and all messages and other communications by You shall be deemed to be readily accessible to all other Users of the Website, including without limitation, all future Users, who are authorized to access the Website, Stage 32® and/or any Service provided by Company and/or any of the Stage 32® trademark licensor's other licensee's websites and/or services. You further agree that all such messages and other communications shall not be deemed to be private or secure. You further acknowledge and agree that all messages and Content posted or otherwise transmitted by You and others in any chat rooms or public areas which may be provided on, or in association with, the Website, if any, shall be deemed to be readily and fully accessible to the general public on terms determined by the Company, and consequently should not be considered private or confidential. Consequently, You should not use the Website for any communication which You intend to be private, confidential, privileged or regarding which You intend or expect that only You and the intended recipient(s) to receive, read or participate in. Regardless of whether the Company provides any type of communication or sharing service(s), You agree that You have hereby been informed and noticed that any and all messages and other communications that You submit to the Company directly or through the Website can be read by the operators and/or other agents and attorneys of the Company whether or not they are the intended recipient(s).
Unlimited Right To Investigate Complaints. Although We do not assume the duty or obligation to monitor any messages or other materials posted or uploaded to the Website by You or any third-parties. We reserve the right but not the obligation, in Our sole and absolute discretion, to investigate complaints and review, examine, and/or monitor any and all materials posted or uploaded to the Website, and/or any Service provided the Company, by You or any third-parties, at any time without prior notice to ensure that they conform to Our Content guidelines, the Stage 32® Community Code Of Conduct, and/or policies of the Website and/or Services that may be applicable thereto.
Right To Delete Communications. We reserve the right, in our sole and absolute discretion, to delete any and all messages, profiles, posts and other Content, uploaded, submitted and otherwise provided to the Website and/or to the Service, including without limitation any and all public postings, without notice, that We, in our sole discretion, determine violate (i) the Stage 32® Community Code of Conduct, (ii) any other terms of this Agreement, (iii) any Service-Specific Terms, or (iv) any applicable content guidelines adopted from time to time by the Company, or that We determine, in our sole discretion, are otherwise unacceptable.
No Representation, Guarantee Or Warranty That Website Or Content Associated Therewith Is Free Of Harmful Or Malicious Code. You understand that the Company does not represent, guarantee or warrant that either the Website or any Content or any other files You may access at, in or through, or download from, the Website, any Service provided by the Company, and/or any affiliated website, will be free of viruses, worms, Trojan horses, code that may manifest contaminating or destructive properties or any other Harmful Software. You are responsible for implementing sufficient procedures and checkpoints to satisfy Your particular requirements for accuracy of data input and output, protection of Your computer(s) and for maintaining a means of reconstructing data that You might lose because of exposure to, or damage caused by, Harmful Software. The Company does not assume any responsibility or risk associated with the possibility of damage to Your computer(s) or any other devices, or any damage to Your Content or other information through Your use of the Website, and/or Content or other materials You may obtain in association therewith or in association with, or through, any Service provided by the Company or its affiliates.
Your Use Of The Website, Stage 32® And All Services Provided By Company Is At Your Own Risk. You hereby agree that the use of the Website and Service, including without limitation, all materials, features, functions and all other goods and Services provided to You by the Company, and the use of any and all Content provided by the Company, Members, advertisers, and others on, in, at, through, from, or in association with, the Website are provided to You on an "as is" basis, without warranties of any kind, including, without limitation, warranties regarding the availability, accuracy, or content of materials, information, product or Services, or warranties of merchantability, fitness for a particular purpose, title or non-infringement, and Company expressly disclaims all such warranties. Company does not warrant that the functions of the Website or the providing of any Content will be uninterrupted or error-free, or that any discovered defects will be corrected. You expressly agree that under no circumstances and under no cause of action or legal theory, shall Company, or any of the Company's suppliers, licensors (including without limitation, the Stage 32® trademark licensor), licensees, resellers, affiliates or their suppliers, licensees or resellers be liable to You or any other person for any indirect, special, incidental, or consequential damages of any character including, without limitation, damages for loss goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages resulting from Harmful Software or materials, or communications by Company, You, or other Users of the Website, or from any use of any Content, the Website or Services provided by the Company. This disclaimer of warranty constitutes an essential part of this Agreement. Some states and countries do not allow exclusions of an implied warranty. Regardless of whether such limitation or other limitation of the scope of this limitation of liability or other limitation of liability set forth in this Agreement is ultimately determined to apply to You, You acknowledge and agree that it is the express intent of the Parties hereto that the limitations of liability set forth in this Paragraph and elsewhere in this Agreement shall be construed as broadly as is permissible under applicable law and that the Parties shall do any and all things reasonably necessary to ensure that the limitations of liability set forth in this Paragraph and elsewhere in this Agreement are valid, effective and applicable as intended, including, without limitation, if necessary, to change the applicable choice of laws applicable for dispute resolution regarding matters involving Company's liability to an applicable choice of laws that does not limit the applicability of the terms set forth in this Paragraph and other limitations of liability set forth elsewhere in this Agreement.
Limit Of Company's Liability.
Liquidated Damages. Notwithstanding the limitations of liability above, You also agree that as a material condition to Your obtaining the license to access and use Stage 32® and/or the Stage 32® Website, and to receive any Services from the Company, You agree that any and all liability that might be attributable to the Company, its officers, employees, independent contractors, advertisers, affiliates, suppliers, agents and attorneys, and their successors and assigns that directly or indirectly results from, arises under, or is otherwise related to, Your use of, Stage 32®, the Stage 32® Website, and/or any Services provided by the Company, including, without limitation, any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, alteration of, or use of Content, records and/or communications, whether for breach of contract, negligence, infringement of intellectual property rights, or under any other cause or action, shall be strictly limited to Twenty Dollars ($20.00). Some states and some countries do not allow the limitation or exclusion of liability for incidental or consequential damages and/or liquidated damages. Regardless of whether such limitation or other limitation of the scope of this limitation of liability or other limitation of liability set forth in this Agreement should apply to You, You acknowledge and agree that it is the express intent of the Parties hereto that the limitations of liability set forth in this Paragraph and elsewhere in this Agreement shall be construed to be as broad as is permissible under applicable law. You further acknowledge and agree that the Parties shall do any and all things reasonably required to ensure that the limitations of Company's liability and the liquidated damages provisions set forth in this Paragraph and elsewhere in this Agreement are valid, effective and applicable as intended, including, without limitation, if necessary, to change the applicable choice of laws applicable for dispute resolution regarding matters involving damages to laws that do not limit the applicability of the terms set forth in this Paragraph limiting Company's liability.
NO INCIDENTAL OR CONSEQUENTIAL DAMAGES. YOU UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES TO YOU OR TO ANY PERSON OR ENTITY CLAIMING RIGHTS DERIVED FROM YOUR RIGHTS (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF ANY OF THE SERVICES PROVIDED BY COMPANY AND/OR ITS AGENTS, AND/OR THE USE OF SOFTWARE OR HARDWARE, EVEN IF COMPANY HAS BEEN ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT THE FOREGOING SENTENCE REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT, THAT SUCH VOLUNTARY RISK ALLOCATION WAS A MATERIAL PART OF THE BARGAIN BETWEEN THE PARTIES, AND THAT THE ECONOMIC AND OTHER TERMS OF THIS AGREEMENT WERE NEGOTIATED AND AGREED TO BY THE PARTIES IN RELIANCE ON SUCH VOLUNTARY RISK ALLOCATION.
COMPANY IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH Stage 32® TO ANYONE.
IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL TO US, SERVICE, OR TECHNOLOGY. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE Stage 32® COMMUNITY. THEREFORE, THE COMPANY DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION, INCLUDING WITHOUT LIMITATION, YOUR IDENTITY AND YOUR INFORMATION.
Liability Waiver and Release. To the maximum extent permitted by law, You hereby expressly and knowingly release and hold harmless the Company, the Company's licensors, and the Company's and the Company's licensor's respective directors, officers, members, principals, employees, contractors, suppliers, advertisers, affiliates, agents, attorneys, and all of the foregoing parties' respective, successors, successors in interest, heirs and assigns ("Released Parties") from any and all responsibility and liability, including, without limitation, any and all responsibility and liability for any injuries, losses, or damages of any kind, including compensatory, direct, incidental, consequential, punitive, and or other arising out of, relating to, or associated with Your use of the Stage 32® Website, any and all other Services provided to You by the Company, and all Your other use of Stage 32®, including, without limitation, any and all injuries, losses and damages resulting from the exhibition or failure to exhibit or transmit any of Your Content, for any reason, including but not limited to, negligence, human or technical error, any actions of any third-party, including, without limitation, any governmental entity, any and all occurrences of one or more Force Majeure events, and any and all cancellations, terminations, suspensions or material modifications of the operation of the services provided by the Company, and/or Stage 32® in whole or in part. You further expressly and knowingly release and discharge the Released Parties from all actions, causes of action, suits, debts, agreements, promises, liabilities, demands, damages, losses and claims, known and unknown, of any and every kind whatsoever that You may have or may ever claim to have. You further expressly and knowingly agree that neither You nor any successor or assign will initiate any legal action of any kind against any Released Party regarding any type of loss or injury You might suffer if that loss or injury arises out of, relates to, or is in any way associated with, Stage 32® or any Service provided to You by Company, including, without limitation, the Member-Generated Content Service. You expressly agree that if any party initiates any such legal action on behalf of You or any party initiates such legal action on behalf of itself because the party has acquired a right to bring such action from You, You shall be liable for, and pay for, any and all damages, losses, liabilities, costs, penalties, and expenses, including without limitation attorneys' and experts' fees and costs, incurred in connection with such action. You knowingly and expressly acknowledge and agree that the waivers and release of liability, and the promise not to bring any action against any Released Party set forth in this Paragraph are material inducements for Company to provide You with the opportunity to access and use the Stage 32® Website, and to enter into this Agreement, and, but for such material inducements, Company would not have extended such offer to You or entered into this Agreement with You.
Release of Liability For Use Of User Content You Provide. You expressly release Company and all the other Released Parties from any and all liability arising in connection with Company's authorized use of Your Content uploaded to the Website or otherwise provided to Company, if any, as well as for any use of any authorized derivative Works made thereof. You further expressly release the Released Parties from any and all liability for associating Your name, username and/or likeness with Your Content and/or derivative works therefrom, and for any and all liability for distortion or other alteration of Your Content and derivative works made therefrom, including, without limitation, for any and all such alterations that occur as a result of any interruption or corruption of transmission of any of Your Content at the time it is uploaded by You to the Website or otherwise provided to the Company.
Release Of Liability For Communications To You. You hereby release Company and all the other Released Parties from any and all liability and responsibility in connection with any and all information, messages, communication and other materials You receive from the Company and/or other Users of the Website and You promise never to bring any action, claim or initiate any dispute of any kind against any Released Party regarding any such communications or other materials You receive.
Intent Of This Paragraph 17. The provisions of this Paragraph 17, including its subparagraphs shall survive the termination of Your Membership and/or this Agreement for any reason and apply at all times even though the loss or damage, irrespective of cause or origin, results directly or indirectly, either from performance or non-performance of obligations imposed by this Agreement. You and the Company acknowledge that some states do not allow the limitation or exclusion of liability for incidental or consequential damages, and that in those states the above limitation or exclusion may not apply. Notwithstanding the foregoing, You and the Company expressly agree that it is Yours and the Company's express intent that the liability limitation provisions of this Paragraph 17, including all subparagraphs, shall apply to the subject matter of this Agreement to the fullest extent under law and that the Parties shall do whatever is reasonably necessary to effectuate that intent. To achieve the aforesaid express intent, if the laws of the jurisdiction set forth in this Agreement as the jurisdiction which laws are to be applied in resolving disputes hereunder materially limits or precludes the application of the limitation of liability provisions(s), including without limitation, the liquidated damages provision, set forth above, as they apply to limit the liability of Company, notwithstanding the choice of laws and jurisdiction provisions of this Agreement set forth herein at the time of execution of this Agreement, You and Company expressly agree that either You or Company shall have the right to change the jurisdiction(s) and the choice of laws provisions of this Agreement with respect to the affected limitation of liability provision to a jurisdiction in which there is no law or limitation that materially limits or precludes jointly or independently the application of the liquidated damages, exclusion of implied warranty, and/or liability waivers provisions of this Agreement as intended by the Parties. You expressly agree that in the event that both You and Company invoke the right to change the jurisdiction and choice of laws provisions of this Agreement as set forth in the preceding sentence, the Company's choice shall prevail and be applied as the jurisdiction and the choice of laws provisions governing the resolution of disputes and/or application of the liquidated damages and/or other provisions regarding the limitations of Company's liability. The foregoing shall also apply with respect to the Parties' intent that this Paragraph17.6 shall not be found to be invalid for any reason. You further acknowledge and agree that the limits of the Company's liability are expressly intended by the Parties not to be bilateral, that such liability limitations shall not apply to You, and that You expressly acknowledge that Your liability to Company and others for breach of any warranty or other provision under this Agreement or any other agreement with the Company shall under no circumstances be limited by this Paragraph 17 or by any other explicit or implicit provision in this Agreement or otherwise in law or equity. You acknowledge that the foregoing sentence reflects an informed, voluntary allocation between the Parties of the risks (known and unknown) that may exist in connection with this Agreement, that such voluntary risk allocation was a material part of the bargain between the Parties, and that the economic and other terms of this agreement were negotiated and agreed to by the Parties in reliance on such voluntary risk allocation.
Waiver of Section 1542. With respect to the several releases of liability set forth in this Agreement, You hereby acknowledge that You have been advised by Your independent counsel or You otherwise understand the consequences of entering into the general release and discharge of all known and unknown Claims as set forth in this Agreement, and that You are familiar with the provisions of Section 1542 of the California Code, which currently provides that:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
You hereby expressly waive any and all rights under Section 1542 and under any other federal or state statutes or laws of similar effect. Notwithstanding the foregoing, however, nothing herein shall be construed or operate to limit any obligation, duty, warranty or other responsibility set forth in this Agreement, in any way.
Cooperation With Law Enforcement. The Company independently reserves the right to fully cooperate with any and all law enforcement authorities and all court orders requesting or directing Company to disclose the identity or other information regarding any person who is using or has used the Website, any Service provided by the Company or its affiliates, or has obtained any Content available on, in, at, through, or in association with, Website. By accepting this Agreement and using the Website, or receiving any Services from the Company, You waive and hold harmless Company, its principals (including, its directors and officers), employees, agents and attorneys from any and all claims resulting from, arising under or related to, any law enforcement authority's investigations.
Reporting Copyright And Other Intellectual Property Infringement.
Intellectual Property Rights Policy. Stage 32® is committed to protecting the intellectual property of third-parties. The Company discourages, does not permit, and expressly forbids, the use of its equipment and other property, including without limitation, its computers, servers, and databases for copyright infringing activities and/or the infringement of other intellectual property rights. It is the Company's policy to treat any persons accessing of Our computers or databases to engage in such activities as persons engaged in unauthorized accessing of, and trespass to, the Company's computers and databases in violation of law.
How To Report Claims Of Copyright Infringement On The Website If You Are The Owner Of The Copyright(s) And You Are In The United States Or You Are A Resident Of The United States.
DMCA Notice. To report an alleged copyright infringement occurring in, at, on, through, from, and/or in association with, Stage 32®, the Website and/or one or more of the Company's Services, You must provide Us with a complete and accurate notice as required by the Digital Millennium Copyright Act ("DMCA Notice"). Although We will reasonably endeavor to review DMCA Notices provided in all languages provided, it will speed our review if You can submit Your report in English.
The Process Of Providing Notice. The notification process and related procedures for causing alleged infringing works to be removed from Stage 32®, the Website and/or one or more of the Company's Services is set forth in Our online document entitled "Stage 32® Copyright Policy, Infringement Notification, Take Down and Restoration Procedures". Please click here to see Our Stage 32® Copyright Policy, Infringement Notification, Take Down and Restoration Procedures.
Liability For Material Misrepresentation. Please note that You may be liable for damages (including costs and attorneys' fees) if You materially misrepresent any claim that any Content on the Service is infringing Your copyright.
Counter-Notice And Restoration. The procedure for providing a counter-notice to restore one or more works to the Website, etc., that have been taken down is also set forth in Our online document entitled "Stage 32® Copyright Policy, Infringement Notification, Take Down and Restoration Procedures". Please click here to see Our Stage 32® Copyright Policy, Infringement Notification, Take Down and Restoration Procedures.
Fair Use. Courts in the United States have provided some protection to certain kinds of materials under the Fair Use doctrine, so You should consult with an attorney to make sure the use You are notifying us about is not a fair use of the materials.
How To Report Claims Of Copyright Infringement On The Website If You Are The Owner Of The Copy right(s) And You Are Outside Of The United States. To report an alleged copyright infringement occurring in, at, on, through, from, and/or in association with, Stage 32®, the Website and/or one or more of the Company's Services, We require a content complaint notice ("Content Complaint Notice") be provided to the Company in writing. Please be advised that the Content Complaint Notice shall be a sworn statement from You and shall be is subject to our good faith reliance on the information You provide. We require that any copyright complaint include a statement that the use is not an authorized or fair use. We will not accept Content Complaint Notices from third parties that are not expressly authorized to act on behalf of the rightful and true copyright owner. If You are NOT the owner of the subject content that is allegedly being infringed OR THE AUTHORIZED AGENT OF THE OWNER with respect to the work(s) at issue, DO NOT FILE A CONTENT COMPLAINT. Please click here to see Our Stage 32® Copyright Policy, Infringement Notification, Take Down and Restoration Procedures for further instructions for providing Us with a Content Complaint Notice.
Removing, Or Disabling Access To, Allegedly Infringing Content. Regardless of what a local country law may allow or require us to do when We receive a Content Complaint Notice or a DMCA Notice of infringement of copyright, Our response to these notices may include removing or disabling access to material claimed to be the subject of infringing activity. If We remove or disable access in response to such a notice, We will make a good-faith attempt to contact the owner or administrator of the affected page so that they have the opportunity to provide a counter-notification. If We receive a counter-notification regarding certain Content, We may permit the reinstatement of the Content in question.
False Notification. Filing a false DMCA Notice or Content Complaint Notice will subject a Member to immediate Membership and account termination, and potential liability under the laws some countries, such as United States, where there are serious penalties for filing a false DMCA Notice
No Enforcement Limitation. Nothing in this Paragraph 19 or elsewhere in this Agreement shall waive any rights We have under any statute or regulation to enforce Content rights, or to opt not to enforce them in the jurisdiction where We operate the Service.
How To Report Other Claims Of Intellectual Property Infringement By Users. If You wish to report other claims of intellectual property infringement (i.e. non-copyright claims, such as trademark or patent infringement claims) by a Website User, please contact us at support@stage32.com. We appreciate Your cooperation in providing an English translation of Your report, when possible.
Notices. Other notices from the Company to Members and other authorized Users may be given by means of electronic messages or by general posting on the Website. Communications from You to the Company may be made by electronic messages or conventional mail, unless otherwise specified in the Agreement. All questions, complaints, and notices to Company by means of electronic mail must be sent to Customer Service at support@stage32.com and 23233 N. Pima Rd. #113-148 Scottsdale, AZ 85255.
Entire Agreement; Modification and Updating Of Agreement. This Agreement, which includes by incorporation Our PRIVACY POLICY (please click here to see Our Privacy Policy) and any and all agreement(s) You have entered into, or enter into in future, with Company, contains and constitutes the entire agreement between You and the Company regarding Your access to, and use of, the Stage 32®, the Website, and Services provided to You by the Company, including, without limitation, all features and functionality directly and indirectly related to the Website, and all other matters directly or indirectly pertaining to the Website. This Agreement supersedes all prior written and oral understandings, writings and representations, including those, if any, made by any third-party or other person. This Agreement may be amended at any time by the Company by updating the online version of this Agreement on the Website and/or by posting at via a link displayed on the home page and/or other pages of the Website, and/or at http://www.stage32.com/terms. You are advised to frequently check and review the current version of this Agreement, particularly before using any Service provided by the Company, or uploading any Content to the Website.
Special Provisions Applicable to Users Outside the United States. We strive to create a global community with consistent standards for everyone, but We also strive to respect local laws. The following provisions apply to You and other users outside the United States:
You consent to having Your personal data transferred to and processed in the United States
If You are located in a country embargoed by the United States, or are on the U.S. Treasury Department's list of Specially Designated Nationals You will not engage in commercial activities on Stage 32® (such as advertising or payments) or operate an application or website.
Provisions applicable to Users in France. The following provisions apply if You are using Stage 32® in France and You are using a French version of Stage 32®
In accordance with Article L. 121-20 of the French Consumer Code, You are hereby informed that You have a seven (7) day period from the opening of Your account to exercise Your right of retraction, without any penalty or cause. However, in accordance with Article L. 121-20-2, 1^0 of the French Consumer Code, this right of retraction cannot be exercised once You have used the services of the account in question. You acknowledge and agree that the providing of a profile or any uploading of Content to Stage 32®or other submission or providing of Content by You shall be deemed to be use of the services of Your account. You also hereby expressly acknowledge that if You register for Membership, We shall immediately commence the provision of the Service(s) upon creation of Your account.
You agree that You will not participate directly or indirectly in a network seeking to implement practices similar to "snowball" sales or services as set forth in Articles L 122-6 and L 122-7 of the French Consumer Code.
Provisions applicable to Users in Germany. The following provisions apply and prevail over the above stated clauses if Your country of registration is Germany, You are using Stage 32® from Germany and You are using a German version of Stage 32®:
Liability. Subject to the provisions contained in the following Paragraph and irrespective of legal ground, if the liquidated damages and other limitations of liability provisions set forth elsewhere in this agreement are conclusively and finally deemed inapplicable by a court of competent jurisdiction, then to the extent of such inapplicability, Company shall be liable only for damages resulting from the intentional misconduct or gross negligence of Company, its legal representatives, employees or authorized agents. Further, for damages resulting from the gross negligence of the Company or its authorized agents, liability is limited to damages commonly associated with the agreement in question. Further, for damages caused by the Company or its authorized agents in the absence of intentional misconduct or gross negligence, Company's liability is limited to the extent that violations extend to obligations the satisfaction of which is of critical importance to the achievement of the respective agreement's purpose (cardinal obligation). In the event that a cardinal obligation is violated by way of light negligence, liability is limited to damages commonly associated with the agreement in question. The above limitation of liability does not affect liability as prescribed by the German Product Liability Act or for damages from (1) injuries to life, body and health, or (2) the assumption of a guarantee or procurement risk. To the extent that Company's liability is excluded or limited under the foregoing provisions, such provisions also operate to the benefit of Company's authorized agents in cases in which a party brings suit against one or more of Company's authorized agents directly.
Decompilation. In case You download certain software provided by the Company, You are only entitled to decompile the software under the rules provided in Sec. 69e Copyright Act ("Urhebergesetz") and only after Company has not provided the necessary information and data for allowing to establish interoperability with third party hard- or software after a written request within an adequate timeframe.
Right of Revocation. If the You are a consumer (Sec. 13 German Civil Code), You may revoke registration for any free or premium membership offered in writing (for example by letter, fax or e-mail) without stating a reason within two (2) weeks of registration. Furthermore, You may cancel such registration in writing (e.g. by post, fax or e-mail) within two (2) weeks without stating a reason, after changing from a free membership to a premium membership. The two-week periods begin with the reception of this information in text form. For exercising this right it is sufficient to send the revocation of the contract to the following address:
Stage 32, LLC
23233 N. Pima Rd.
#113-148
Scottsdale, AZ 85255
In the event of a valid cancellation, both parties shall be obliged to restore any benefits already received in accordance with legal provisions, and issue any gains (e.g. interest). If the You are unable or partially unable to restore the benefits, or only able to restore them in poor condition, to the Company, then the You are obligated to reimburse Us for the corresponding value. Each party must fulfill its obligation for reimbursement within thirty (30) days. The deadline begins for You with the dispatch of the revocation; for the Company, it shall begin with the reception of the revocation sent by You. The right to revoke the contract expires if the Company has begun providing the Service with Your explicit consent before the end of the deadline for the revocation or if You have initiated the service Yourself.
Provisions applicable to Users in The United Kingdom. The following provisions apply and in the event of a conflict prevail over the above stated clauses if You are using the Services as a consumer resident in the United Kingdom:
DISCLAIMER: DO NOT RELY ON STAGE 32, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR STAGE 32®
Liability. If the liquidated damages and other limitations of liability provisions set forth elsewhere in this agreement are conclusively and finally deemed inapplicable by a court of competent jurisdiction, then to the extent of such inapplicability, Company does not exclude or limit in any way its liability for fraud or fraudulent misrepresentation or death or personal injury caused by its negligence.
Decompilation. In case You download software provided by the Company, You acknowledge and agree that You are only entitled to decompile the Software to the extent permitted by law where this is indispensable to obtain the information necessary to achieve the interoperability of an independently created program with the software or with another program and such information is not readily available from the Company or elsewhere.
Right to Cancel. You hereby acknowledge that We shall immediately commence the provision of the Services upon creation of Your account. In such circumstances, and because You consent to the commencement of the Services at this time, the right to cancel the contract under the Distance Selling Regulations 2000 is not applicable. However, You may terminate this Agreement at any time in accordance with termination provisions set forth in this Agreement.
Provisions applicable to Users in Italy. The following provisions apply and prevail over directly conflicting terms and conditions to the extent of such conflict if Your country of registration is Italy, You are using Stage 32® from Italy and You are using a Italian version of Stage 32®
Liability. If the liquidated damages and other limitations of liability provisions set forth elsewhere in this agreement are conclusively deemed inapplicable by a court of competent jurisdiction, then to the extent of such inapplicability, pursuant to Article 1229 of the Italian Civil Code, the limitations of liabilities applicable to intentional misconduct or gross negligence will not be valid and effective for damages resulting from the intentional misconduct or gross negligence of Company, its legal representatives, employees or authorized agents.
Right of Withdrawal. If acknowledge and agree that You are not a "consumer", according to Article 64 of the Italian Consumer Code, and You will not be entitled to a period of ten (10) business days to withdraw from the contracts with the Company without any penalty or cause.
Dispute Resolution.
Arbitration. Any and all disputes or controversies of any kind, including but not limited to any performance, duty, obligation or liability arising under or related to this Agreement which are not first resolved informally by good faith attempts by the Parties after thirty (30) days, shall be referred to and determined by binding arbitration in Los Angeles, California, in accordance with the Commercial Rules of the American Arbitration Association. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common law of the State of California and the United States of America. Notwithstanding the foregoing, any and all disputes, which the Parties cannot informally resolve, regarding the scope of issues or matter within the jurisdiction of the arbitrator, shall be resolved by a separate dispute resolution process whereby the Company in the Company's sole discretion shall elect the dispute to be resolved by either (1) a municipal or superior court of competent jurisdiction in Los Angeles, California or (2) a panel of three (3) new arbitrators.
Choice of Law. You agree that this Agreement and all disputes or controversies of any kind arising out of, arising under, or related to this Agreement, and/or arising out of, or arising under, or related to, any of the Services provided by the Company, or to any features or functions available on, in, at, through, or in association with, or in any other way relating to, Stage 32®, the Website, any or all Services provided by the Company, and/or any Content provided by the Company, by any Members, or by any other Users of the Website or by any Affiliated Content Providers, shall all be governed by and construed under the laws of the State of California and the United States, as applied to agreements between California state residents entered into and to be performed within the State of California, except as governed by Federal law. The choice of law provisions shall apply regardless of Your country of origin or from where You access Stage 32® and/or one or more Services provided by Company, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. You further agree that notwithstanding any judicially or statutorily created choice of law rule that would otherwise require the application of the law of some other jurisdiction, all provisions of this Agreement and all matters or controversies of any kind arising out of, or related to this Agreement or the rights or liabilities of the Parties hereto shall be governed solely by the substantive statutory and common law of the state of California.
Venue and Jurisdiction. You and the Company hereby agree that the venue for all legal disputes, controversies, and actions of any and every kind arising under or related to this Agreement shall be Los Angeles, California. Further, You and Company agree that in case of any litigation requiring or involving any filing of a lawsuit with a court, such litigation shall be, depending on the subject matter of the dispute, under the jurisdiction of either the Municipal Court of Los Angeles, California, the Superior Court of the County of Los Angeles or the United States District Court for the Central District of California, Western Division. You hereby consent and stipulate to the jurisdiction of the Courts of the State of California and the United States District Court, Central District of California, Western Division.
Time Limitation. You expressly acknowledge and agree that, notwithstanding any statute or law to the contrary, any and all claims and causes of action against Company or any of the other Released Parties arising out of, arising under, or related to, this Agreement must be filed within one (1) year after such claim or cause of action first arises or such claim or cause of action shall be forever barred. Notwithstanding the foregoing, You expressly acknowledge and agree that the aforesaid time limitation shall not apply to any claims or causes of action that the Company and/or any of the Released Parties may have against You, including any claims or causes of action arising from any breach of warranty or other obligation set forth in this Agreement, or any related Agreement (e.g., a Member Content Uploading And License Of Rights Agreement), by You.
Preservation Of Parties' Intent Regarding Liability Limitations And Liquidated Damages. Notwithstanding the foregoing, to achieve the express intent of the Parties as set forth in Paragraph 17, if the laws of the jurisdiction set forth in Paragraph 23.2 materially limits or precludes the application of the limitation of liability and/or liquidated damages provisions set forth above, or would, or would likely, impose such limitation bilaterally upon both You and the Company, notwithstanding the choice of laws and jurisdiction provisions set forth above, You and Company expressly agree that either You or Company shall have the right to change the jurisdiction(s) and the choice of laws provisions of this Agreement, with respect to issues pertaining to the applicability of the liquidated damages provisions and other provisions limiting the Company's liability set forth in this Agreement, to a jurisdiction in which there is no law or limitation that materially limits or precludes, jointly or independently, the application of the such provisions as they apply to limit Company's liability only.
Unenforceability Of Provisions. You and Company agree that if any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and all other portions of this Agreement shall remain in full force and effect (i.e., if any part of this Agreement is unlawful, void or otherwise unenforceable, only that part will be deemed severable and severed, and such severance shall not affect the validity and enforceability of any and all the remaining provisions).
Non-Waiver. You acknowledge and agree that the failure of the Company, the Stage 32® licensor, any the Affiliated Content Providers, affiliates, or any of the Stage 32® licensor's other licensees, or any of the foregoing parties' assignees or successors, to enforce any of the specific provisions of this Agreement shall not comprise a waiver of, or preclude or prevent any later, further, or other, enforcement of such provision(s), or any other provision(s), and shall not waive, preclude, prevent or diminish the exercise of any other right hereunder.
No Joint Or Collaborative Venture. Nothing in this Agreement is intended by the Company or You to create or constitute a joint or collaborative venture or partnership of any kind between You and the Company, nor shall anything in this Agreement be construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership between You and Company or any of Company's employees, agents, contractors, affiliates or assigns.
Company Is An Online Service Provider. Company shall, to the maximum extent under law, be deemed to be an Online Service Provider ("OSP") as that term is defined in the DMCA for all claims arising hereunder, and in association with Content available in, at, on, through or associated with the Website and/or Services provided by the Company. Company shall also be deemed to be an Interactive Computer Service as that term is used in the Communications Decency Act. In the event that You believe that any of Your copyrights are infringed on, in, at, through, or in association with, the Website, You agree that You shall and will give notice and comply with the notification procedures of the DMCA and agree that Company will have and shall fully benefit from the safe harbor provisions set forth in the DMCA regarding OSPs, the liability limitations, Good Samaritan and other provisions pertaining to Interactive Computer Services set forth in 47 U.S.C. SS 230 (c) et seq., and all similar notice and other provisions limiting or otherwise insulating the liability of OSPs and Interactive Computer Services pursuant to the statutory or case law of the United States, any state or territory thereof, or any jurisdiction in which You, Your assigns or any other party elects to bring any claim against Company, the Stage 32® trademark licensor, or any of Company's, or the Stage 32® trademark licensor's, assigns or sub-licensees of rights granted to Company and/or the Stage 32® trademark licensor hereunder. You expressly agree not to raise any claim against Company or join with any third-party in any claim against Company whereby an assertion or claim is made that Company is not an OSP or an Interactive Computer Service.
Authority To Enter Into Agreement. You hereby acknowledge and represent that You are duly authorized and have full authority to enter into this Agreement on behalf of Yourself.
Affirmation Of Agreement; Acknowledge You Have Read This Entire Agreement. By continuing to access the Website, by receiving any Service from the Company and/or by using any feature or functionality available in, at, on, through, or associated with, the Website and/or any Service provided by the Company, or by participating in any way, as a User of Stage 32®, You expressly agree that You will be expressly acknowledging and affirming that You have read this entire Agreement and that You understand, and fully and irrevocably agree to, all its terms, conditions, warranties and other provisions. You further agree that Your acknowledgment and agreement to the entirety of this Agreement is reaffirmed by You each time You upload or otherwise provide any Content to the Website, and/or receive or otherwise use any Service provided by the Company.
Mutually Drafted; Negotiation Option; Not A Contract Of Adhesion. For purposes of construction and interpretation of this Agreement, both You and the Company shall be deemed to have mutually drafted this Agreement and all parts thereof. If You would like to negotiate other terms or propose any modifications of this Agreement before providing Your assent and agreement, please contact the Company at support@stage32.com. You hereby expressly acknowledge that Company has provided You with an opportunity to propose modifications to this Agreement. You also hereby expressly acknowledge and agree that this Agreement is not a contract of adhesion and that as a material inducement for Company to enter into this Agreement with You, You hereby agree that You will not make any claim or support any action on the claim that this Agreement constitutes, in whole or in part, a contract of adhesion or is unfair or unconscionable in any way.
Review By Your Attorney. This is a legal contract. Like all legal contracts, You are advised to procure appropriate legal advice before entering into this Agreement. Company strongly suggests that You review this Agreement with Your attorney prior to its execution if You have not already done so. You acknowledge and agree that Company did not pressure You or otherwise require You to enter into this Agreement without having sufficient time and opportunity to consult with an attorney of Your choosing. You acknowledge and agree that nothing herein and no statement by the Company or any of Company's principals, officers, directors, shareholders, employees, representatives, agents, attorneys, affiliates, assigns or successors or any other person associated with Company has in any way prevented or inhibited You in any way from freely seeking such legal advice prior to Your entering into this Agreement. You hereby acknowledge and agree that You are not, and at no time were, under any time constraint imposed by the Company to agree to this Agreement or to receive any service from the Company or participate in any program offered by the Company, use any part of the Website or engage in any activity associated with Stage 32®, and You acknowledge that You may forego such participation without any obligation or sanction for having done so by not entering into this Agreement. You acknowledge and agree that nothing prevents You from leaving the Website and seeking counsel to review this Agreement and assist You prior to Your agreement hereto. You hereby acknowledge and agree that the terms of this Agreement are reasonable and fair, and that all terms have been fully disclosed in writing. You acknowledge that You have either had competent counsel review this Agreement and provide You with legal consultation regarding it and all transactions that might be associated herewith or You have knowingly and voluntarily decided not to do so. If You have elected not to have an attorney review this Agreement and advise You regarding it, You expressly agree and warrant that You shall not at any time (i) raise the fact that You have not had an attorney review this Agreement or (ii) claim the You were not provided a fair and reasonable opportunity to have an attorney review this Agreement and advise You regarding the matters set forth herein before You entered into this Agreement and assented to all its provisions.
Paragraph Headings. Paragraph and subparagraph headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof. Notwithstanding the foregoing the bold text comprising the enumerated 23 Stage 32® Community Code of Conduct provisions are not paragraph headings. Each separately numbered provision of the Stage 32® Community Code of Conduct, including such bolded text and all other included text, constitutes a separate Stage 32® Community Code of Conduct provision.
English. You hereby acknowledge and affirm that You are sufficiently fluent in the English language to fully understand all the provisions of this Agreement. The Parties agree that in the event that this Agreement is translated for any reason, in the event of any ambiguities or disputes resulting from such translation(s), the English version of this Agreement shall control and govern in all situations.
No Contest Of Validity Of This Agreement. As a material condition for Your authorized use of the Website and/or receipt of Services, You agree that You will not contest the validity or enforceability of this Agreement, any Stage 32® Member Content Uploading and License of Rights Agreement (available here) or any Service-Specific Terms on the ground that Your acceptance was not unequivocally and knowingly provided by Your providing Your acceptance by and method set forth in Paragraph 29, including, without limitation, by Your use of the Website, Your uploading of Content to the Website or otherwise providing Content to the Company, and/or Your engaging any button, hyperlink or similar feature reasonably signifying Your acceptance of this Agreement by engagement of such feature.
Export Control. Your use of Stage 32® and Services provided by the Company is subject to export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You agree that You will not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that You are not prohibited from receiving products originating in the United States, including services or software.
Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Parties hereto, and their respective successors and assigns.
YOU HEREBY ACKNOWLEDGE THAT YOU BY CONTINUED USE OF THE WEBSITE AND/OR RECEIPT OF ANY SERVICE FROM THE COMPANY THAT YOU HAVE READ THIS AGREEMENT COMPRISING 36 NUMBERED PARAGRAPHS (NOT INCLUDING NUMBERED SUBPARAGRAPHS) IN ITS ENTIRETY, THAT YOU FULLY UNDERSTAND AND AGREE TO ALL ITS TERMS.
Stage 32 is not intended to be a Talent Service (as that term is defined under California law or analogous applicable law of any other jurisdiction, if any), but rather is primarily a social network and educational hub for film, television, and theater creatives. To the extent that any of Stage 32's activities constitute (or are deemed by any duly authorized body to constitute) those of a Talent Service, Stage 32 is in compliance with the Talent Service bonding requirements of the State of California, and a bond in the amount of $50,000.00, issued by Hartford Fire Insurance Co., has been posted with the DLSE. The bond number is 72BSBHH9386. Stage 32's voluntary compliance with the bonding requirements established by California law is not intended to be, nor serve as, evidence of all or any portion of company's social network or educational hub activities as qualifying as a Talent Service as defined by any law of any local, state, national or international jurisdiction, and the establishment of the same is not designed to hinder or limit any rights, remedies or defenses of Stage 32, all of which are expressly reserved.
Stage 32® is not intended to be a Talent Service (as that term is defined under California law or analogous applicable law of any other jurisdiction, if any), but is primarily a social network and educational hub for film, television, and theater creatives. To the extent that any of Stage 32®'s activities constitute those of a Talent Service (or are deemed by any duly authorized body to constitute a Talent Service), then the following notice shall be effectual and is hereby given: STAGE 32® IS A TALENT TRAINING SERVICE AND TALENT COUNSELING SERVICE. THIS IS NOT A TALENT AGENCY CONTRACT. ONLY A TALENT AGENT LICENSED PURSUANT TO SECTION 1700.5 OF THE LABOR CODE MAY ENGAGE IN THE OCCUPATION OF PROCURING, OFFERING, PROMISING, OR ATTEMPTING TO PROCURE EMPLOYMENT OR ENGAGEMENTS FOR AN ARTIST. STAGE 32® IS PROHIBITED BY LAW FROM OFFERING OR ATTEMPTING TO OBTAIN AUDITIONS OR EMPLOYMENT FOR YOU. IT MAY ONLY PROVIDE YOU WITH TRAINING AND COUNSELING. FOR MORE INFORMATION, CONSULT CHAPTER 4.5 (COMMENCING WITH SECTION 1701) OF PART 6 OF DIVISION 2 OF THE LABOR CODE. A DISPUTE ARISING OUT OF THE PERFORMANCE OF THE CONTRACT BY THE TALENT SERVICE THAT IS NOT RESOLVED TO THE SATISFACTION OF THE ARTIST SHOULD BE REFERRED TO A LOCAL CONSUMER AFFAIRS DEPARTMENT OR LOCAL LAW ENFORCEMENT, AS APPROPRIATE. Further, while this social network and educational hub is not intended to be deemed a Talent Service (as defined by law), to the extent that any of Stage 32®'s activities constitute those of a Talent Service (or are deemed by any duly authorized body to constitute a Talent Service), THEN IN SUCH CIRCUMSTANCE, THE CONTRACTING PARTY HAS A RIGHT TO CANCEL. YOUR RIGHT TO CANCEL You may cancel this contract and obtain a full refund, without any penalty or obligation, if notice of cancellation is given, in writing, within ten (10) business days from the date on which you commence utilizing the services that constitute Talent Services under the contract. For purposes of this section, business days are Monday through Friday. To cancel a Talent Service contract entered into by and between you and Stage 32, mail or deliver or send by facsimile transmission a signed and dated copy of the following cancellation notice or any other written notice of cancellation to Stage 32® at 23233 N. Pima Rd. #113-148 Scottsdale, AZ 85255, or fax it to (310) 321-7810, or e-mail it to support@stage32.com, NOT LATER THAN MIDNIGHT OF ten (10) business days from the date on which you commence utilizing the services that constitute Talent Services under the contract: "CANCELLATION NOTICE: I hereby cancel this contract. Dated:______________ Artist's Signature:______________" If you cancel, all fees you have paid must be refunded to you within ten (10) business days after delivery of the cancellation notice to Stage 32® You may not cancel this contract or obtain a full refund after ten (10) business days from commencement of services under the contract. Further, cancellation shall not apply to any matter or business transaction that does not qualify or constitute a Talent Service as defined by law.
If you desire that Stage 32® remove any information about you from its website, you may send a removal request to Stage 32® at 23233 N. Pima Rd. #113-148 Scottsdale, AZ 85255, or fax it to (310) 321-7810, or e-mail it to support@stage32.com. Stage 32® will remove the requested information from its website within ten (10) days of delivery of the removal request to Stage 32®.
Also agreed to in full by Stage 32, LLC.
Last Updated: November 14, 2016
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