Terms & Conditions

Stagebase Inc. Standard Terms of Use

 

These Terms of Use (the “Terms”), together with any Services Agreements (collectively, the “Agreement”), contain the terms and conditions upon which Stagebase Inc. (“Stagebase”,we”, and “us”) provides Services and Cloud Services to the Customer identified in the Agreement (“Customer”, “you”, and “your”) and govern your use of the Stagebase Services and Cloud Services.  In the event of a conflict between these Terms and any transaction-specific language found in a Services Agreement, the language of the Services Agreement shall control.

  1.       Non-Exclusive Access Grant. You are granted non-exclusive, non-transferrable, and revocable access right to use the Services and Cloud Services solely for your internal business purposes, subject to these Terms.  This access is limited by the restrictions listed below, as well as user count, location, Service Term, and other details that may be found in a Services Agreement.
  2.       Restrictions. You may not reproduce, resell, assign, grant access to, license, sub-license, market, or otherwise distribute the Services, Cloud Services or any Stagebase Intellectual Property.  You also may not: (i) attempt to reverse engineer, decompile, disassemble, copy, or otherwise translate or modify any Stagebase Intellectual Property; (ii) defeat, disable, or circumvent any security and or protection mechanism related to the Services, including vulnerability scanning or performing penetration testing; (iii) allow any third-party access to the Services for any reason, unless agreed upon in writing; or (iv) copy, frame, or mirror any of the Services or Cloud Services: or (v) allow or encourage any third-party to do any of the foregoing.
  3.       Disclaimer of Warranties.  The Services and Cloud Services are provided as-is.  We do not provide any warranty for the Services or Cloud Services, and specifically disclaim any warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement. 
  4.       Suspension/Termination. You are responsible for all activity that occurs from your use of the Services and Cloud Services. Services and or Cloud Services may be suspended for Cause for use of them in a manner that may be unlawful, may harm Stagebase, our customers or another third party, or materially hinder performance of the Services or Cloud Services.  The Agreement may be terminated for Cause by giving written notice of such Cause to the nonbreaching party.  Termination for Cause will be effective thirty (30) days after receipt of such notice if such Cause is not cured in all material respects.
  5.       Compliance with Laws. Both you and Stagebase shall comply with applicable laws.  You are solely responsible to monitor your account and access credentials for illegal or fraudulent use.  If either you or we become aware of a violation of applicable law by itself or the other party, or illegal or fraudulent use, that party must promptly notify the other party of the violation. 
  6.       Content. You retain sole ownership and title to information entered into the Cloud Services. When you upload Content, you grant us an exclusive, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, display, distribute, and modify your Content within the scope of the Services. You warrant that for any non-public information that you enter into the Services: (a) you are the owner or authorized licensee of the Content and have all necessary licenses, consents, authorizations and waivers for the use of the Content; and (b) the Content and your use of the Services at all times complies with the Agreement.
  7.       Intellectual Property. We remain the sole owner of all right, title, and interest in the Services and Cloud Services, Resulting Information, and all Stagebase Intellectual Property rights, and any rights therein not granted in these Terms are reserved by us.  You may not display or use Stagebase Intellectual Property or Confidential Information without our express prior written approval. 
  8.       Feedback. In the event that you submit Feedback to us, you grant us an exclusive, worldwide, royalty-free, sublicensable, and transferable license to use your Feedback for any legal purpose, including incorporating it into our products and services.
  9.       Confidentiality.  During the term of an Agreement, you or we may disclose information to each other that the discloser believes to be confidential (“Confidential Information”).  So long as this information is disclosed as being confidential, either orally or in writing, or should reasonably be believed to be confidential, the receiving party will treat the information with the same degree of care as it treats its own Confidential Information, but never less than a reasonable degree of care.  The receiving party will not disclose the Confidential Information to any third party, except for those that have a fiduciary duty to the receiving party (i.e. legal, financial, or insurance advisors, or auditors).  If the receiving party is required by law to disclose the Confidential Information of the other party, it will promptly notify the discloser of the obligation, and allow them the opportunity to seek an injunction against disclosure.  This provision supersedes any previous agreement between you and us related to Confidential Information.  The terms of any Agreement will be the Confidential Information of each party.
  10.   Indemnification.  You will indemnify us and our affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damage, including reasonable attorneys’ fees, arising out of or related to your Content, your use of the Services and Cloud Services, or your breach of Section 1 (Non-Exclusive Access Grant), Section 5 (Compliance with Laws), Section 7 (Intellectual Property), or Section 9 (Confidentiality) of these Terms.
  11.   Limitation of Liability

11.1. We are not liable for any loss of use, data, goodwill, or profits, whatsoever, and any special, incidental, indirect, consequential, or punitive damages whatsoever, regardless of cause (even if we have been advised of the possibility of the loss or damages), including losses and damages (a) resulting from loss of use, data, or profits, whether or not foreseeable; (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action; or (c) arising from any other claim arising out of or in connection with your use of or access to the Services and Cloud Services. 

11.2.   Our total liability arising out of or related to the Agreement is limited to the aggregate amount paid by You during the twelve (12) month period preceding the event giving rise to the liability. This limitation will apply regardless of the form or source of claim or loss, whether the claim or loss was foreseeable, and whether a party has been advised of the possibility of the claim or loss.

11.3.   We do not control the flow of information over the internet; accordingly, in no event will we be liable for any damages, liabilities, costs, or expenses resulting from or related to an internet disruption or the acts, omissions, or delays of internet Infrastructure Providers.

11.4.   Remedies specified in these Terms are exclusive and limited to those expressly described therein.

  1.   Updates to the Terms.  We may modify these Terms from time to time and post the modified version to our company website.  You should look at the Terms regularly.  By continuing to use or access the Services after the revisions are posted, you agree to be bound by the revised Terms. 
  2.   Non-Solicitation.  During the term of any Agreement and for twelve (12) months after any termination of any Agreement, you won’t, without our prior written approval, either directly or indirectly, solicit or attempt to solicit, divert, or hire away any of our employees.  However, nothing shall prevent either party from hiring employees of the other party that respond to a general public solicitation of employment for that party.
  3.   Governing Law.  Your Agreement with us will be governed by the law of Utah. Jurisdiction and venue for any dispute arising under an Agreement will be exclusive to the state and federal courts seated in Salt Lake County, Utah. Any claim or cause of action must be brought within one (1) year following the date the claim or cause of action first arose.
  4. Service Term The initial Service Term will begin on the first day that a Services Agreement is executed and continue for the time period as specified therein. The Service Term will then automatically renew for successive Service Terms of the same duration, unless either party gives written notice of non-renewal at least thirty (30) days before the expiration of the then current Service Term.
  5. Payment Terms Payment for Services and Cloud Services is due monthly on the day of the month that the Services Agreement is executed. Charges, surcharges, fees and taxes are due in United States Dollars before the Past Due Date which is thirty (30) days after the monthly payment is due. Payments are accepted via ACH, Credit Card or Wire Transfer. Past Due Date balances are subject to late charges of one and a half percent (1.5%) per month compounded. Payments are applied first to any late charges and related expenses, then past due amounts, then to the current payment due. Services and Cloud Services may be suspended for undisputed Past Due Date balances. Good faith disputes for outstanding balances owed must be made before the Past Due Date. Customer agrees to pay reasonable costs and expenses, including attorney’s fees four our collection of payment for Past Due Date balances. Upon renewal of any Service Term, and no more than annually, after providing notice, rates for Services and Cloud Services may be increased by up to five percent (5%). 
  6.   Miscellaneous.

17.1.   Assignment.  You may not assign or otherwise transfer the Agreement or your rights and obligations under the Agreement, in whole or in part, without our written consent, and any such attempt will be void.  We may transfer our rights under the Agreement to a third party.

17.2.   Customer Information Errors.  In order to use the Services and/or Cloud Services, you must provide us with a valid and accurate physical location where the Services and/or Cloud Services will be used.  You are solely responsible for any costs resulting from an invalid or inaccurate physical location.

17.3.   Force Majeure.  Neither party will be liable to perform any obligations under an agreement, except for payment of monies owed, because of circumstances beyond its reasonable control, including but not limited to natural disaster, terrorism, sabotage, war, internet outages, infrastructure failure, power failures, or acts or omissions of government.

17.4.   Headings.  Headings used in the Agreement are provided for convenience only and will not be used to construe meaning or intent.

17.5.   Integration.  These Terms, together with any Services Agreements, represent the full and complete Agreement between you and us, and revokes and supersedes all prior agreements, oral or written between you and us. 

17.6.   No Waiver.  Our failure to enforce or exercise any provision of the Terms does not constitute a waiver of that provision.

17.7.   Notice.  All notices, requests, or other communications between you and us must be in writing and shall be deemed to have been delivered when sent by registered or certified mail, return receipt requested, by reputable courier as evidenced by a delivery receipt to each party’s respective address or by email as listed on a Services Agreement.

17.8.   Publicity.  By entering into an Agreement with us, you consent to the inclusion of your name and/or logo in a listing as part of our website and marketing materials.  Subject to your prior approval, we may issue a press release,  announcing your use of the Services. 

17.9.   Severability.  If any provision of the Agreement is held invalid or unenforceable for any reason, the remaining provisions of the Agreement will continue in full force and effect.

17.10.  Survival.  Those provisions that would, by their nature, survive termination of the Agreement, together with Sections 3 (Disclaimer of Warranties), 7 (Intellectual Property), 9 (Confidentiality), and 11 (Limitation of Liability), shall survive termination of the Agreement.

  1.   Additional Provisions.  A digital copy of an Agreement, or a digital signature on an Agreement, will be treated the same as an original Agreement or signature.  References to “include,” “includes,” or “including” shall mean “including without limitation,” and references to “and” or “or” shall mean “and/or.”  In any legal action arising out of or related to this Agreement, the successful or prevailing party will be entitled to recover reasonable attorneys’ fees and other costs incurred in that action, in addition to any other relief to which it may be entitled from the non-prevailing party. Nothing contained herein creates any third-party beneficiary rights in any party. 
  2.   Definitions.  Some of the terms defined below may not appear in these Terms, but instead in a Services Agreement or an Order Form governed by these Terms.

19.1.  “Affiliate(s)” means a company owned by, controlled by, or under common control with either party.

19.2.   “Cause” means any material breach of the Agreement.

19.3.   “Cloud Services” means all Stagebase hosted services, including software and applications. For clarity, Cloud Services does not include implementation of Cloud Services, or professional services.

19.4.   “Content” means any data you provide to us in order for you to use the Services or Cloud Services.

19.5.   “Documentation” means materials concerning the Service or Cloud Services which we distribute generally to our customers, including manuals, descriptions, instructions, and training materials, but does not include software code.

19.6.   “Feedback” means suggestions, recommendations, enhancement requests, ideas, or other feedback related to the Services and/or Cloud Services.

19.7.   “Infrastructure Provider(s)” means any underlying carrier, cloud services provider, data center, or other infrastructure provider of Stagebase.

19.8.   “Minimum MRC” means the minimum MRC you are required to pay each month for the Services and/or Cloud Services; for clarity, Minimum MRC does not include NRC or professional services fees.

19.9. “MRC” means monthly recurring charges as specified in a Services Agreement.

19.10. “NRC” means non-recurring charges.

19.11. “our” means belonging to or associated with Stagebase.

19.12. “Past Due Date” means thirty (30) days after the payment date specified in a Services Agreement after which point your account will be past due.

19.13. “Resulting Information” means data created by, or resulting from, the use of the Services or Cloud Services, including analyses, statistics, reports, and aggregations. For the avoidance of doubt, the term Resulting Information does not include your Content or personally identifiable information, such that there is no reasonable basis on which any individual, or customer could be identified by the Resulting Information.

19.14. “Services” means any services provided other than Cloud Services as specified in a Services Agreement including implementation, product and software support, and professional services

19.15. “Services Agreement” means any document accepted by Stagebase for the ordering of products or services, including service contracts, purchase orders, statements of work, addenda, emails, regardless whether such document references these Terms.

19.16. “Service Term” or “Subscription Term” means the time period specified in a Services Agreement for your use of the Services and/or Cloud Services.  It also includes any renewal period after the initial Service Term.

19.17. “Stagebase Intellectual Property” means all patents, copyrights, trademarks, service marks, trade dress, logos, product or service names, ideas, designs, concepts, object and source code, APIs, Resulting Information, know-how, and functionalities related to the Platform, including software, Documentation, solutions overviews, business requirements documents, statements of work, or the like.

19.18. “you” or “your” means the legal entity listed as “Customer” on an Order Form or Services Agreement.

THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTOOD IT, AND AGREE TO BE BOUND BY ITS TERMS, AND THE PERSON EXECUTING THE AGREEMENT HAS BEEN AUTHORIZED TO DO SO.”