Stagedive.com Terms of Service

The following Terms of Service ("TOS") contain the terms and conditions that govern your use of www.stagedive.com (hereinafter the "Site") and its Service (as defined below). Your use of the Site, its Service, or both, constitutes your agreement to and acceptance of all the TOS.

StageDive, Inc. (referred in this Agreement as "us" and "we" and "StageDive") reserves the right to add to, delete or change these TOS because of frequent changes in Internet technology and applicable law. As such, you should check these TOS from time to time for such changes.

1. The StageDive Service. StageDive provides Internet-based services to users (all such services, collectively the "Service"; video content uploaded to the site for streaming to third parties collectively the "Content"). Users who are artists and who would like to make Content available via the Service must also enter into the StageDive Content Submission Agreement, found here: http://www.stagedive.com/legal/contentsubmissionagreement. StageDive allows all Users to browse the Site and access streaming Content from the Site. StageDive may offer a number of other services and products on its Site, such as message boards, contests, and newsletters, which may change from time to time.

2. Use of the Site and StageDive Service.

(a) Eligibility. StageDive will only knowingly provide the StageDive Service to parties that can lawfully enter into and form contracts under applicable law. If you are under the age of 18, but at least 13 years of age, you may use the StageDive Service only under the supervision of a parent or legal guardian who agrees to be bound by these TOS. The StageDive Service is not intended for children under the age of 13.

(b) Compliance With TOS and Applicable Law. You must comply with all of the terms and conditions of these TOS, the applicable agreements and policies referred to below, and all applicable laws, regulations and rules when you use the StageDive Service and the Site.

(c) Your License to Use the Site and the StageDive Service.

(1) StageDive and its licensors solely and exclusively own all intellectual property and other right, title and interest in and to the StageDive Service and Site, except as expressly provided for in these TOS. You will not acquire any right, title or interest therein under these TOS or otherwise.

(2) StageDive grants you a limited revocable license to access and use the Site and the StageDive Service for its intended purposes, subject to your compliance with these TOS. Without limitation, this license does not include the right to collect or use information contained on the Site for purposes prohibited by StageDive; download or copy the Content or any third party content available via the Site; or download or copy the Site (other than page caching). If you use the Site in a manner that exceeds the scope of this license or breach this TOS, StageDive may revoke the license granted to you.

(3) This Section 2(c) does not pertain to your intellectual property rights. Any rights relating to materials that you upload to the Site are covered by the User-Generated Content Agreement (http://www.stagedive.com/legal/contentsubmissionagreement).

(d) Third-Party Services. StageDive may use third parties to provide certain services accessible through the Site. StageDive does not control those third parties or their services, and you agree that StageDive will not be liable to you in any way for your use of such services. These third parties may have their own terms of use and other policies. You must comply with such terms and policies as well as these TOS when you use these services. If any such terms or policies conflict with StageDive's TOS, agreements or policies, you must comply with StageDive's TOS, agreements or policies, as applicable.

3. Rules For Use Of the Site.

(a) Prohibited Use. Except as may be expressly permitted by StageDive, you may not: (i) interfere with the StageDive Service by using viruses or any other programs or technology designed to disrupt or damage any software or hardware; (ii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the StageDive Service; (iii) use a robot, spider or other device or process to monitor the activity on or copy pages from the Site, except in the operation or use of an internet "search engine", hit counters or similar technology; (iv) collect electronic mail addresses or other information from third parties by using the StageDive Service; (v) impersonate another person or entity; (vii) use any meta tags, search terms, key terms, or the like that contain StageDive 's name or trademarks; (viii) engage in the excessive playing of content (e.g., for the apparent purpose of increasing ratings as applied to such content) (ix) engage in any activity that interferes with another user's ability to use or enjoy the StageDive Service; or (x) assist or encourage any third party in engaging in any activity prohibited by these TOS.

(b) Privacy Policy. By entering into these TOS, you agree to StageDive's collection, use and disclosure of your personal information in accordance with the StageDive's Privacy Policy, found here: http://www.stagedive.com/legal/privacy.

(c) Monitoring. StageDive reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Site. If StageDive determines, in its sole and absolute discretion, that you or another StageDive user will breach a term or condition of these TOS or that such transaction or communication is inappropriate, StageDive may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.

(d) Modification of the Service. StageDive may modify the StageDive Service at any time with or without notice to you, and will incur no liability for doing so.

4. Submissions. When you submit questions, comments, suggestions, ideas, message board postings, material submitted via web forms, contest entries, communications or any other information ("Submissions"), you grant StageDive permission to use such submissions for marketing and other promotional purposes. You agree that StageDive will have no obligation to keep any Submissions confidential and you will not bring a claim against StageDive based on "moral rights" or the like arising from StageDive's use of a Submission.

5. Representations and Warranties.

(a) Mutual Representations and Warranties. You represent and warrant to StageDive and StageDive represents and warrants to you: (i) that you or it has the full power and authority to enter into and perform under these TOS, (ii) the execution and performance of your or its obligations under these TOS do not constitute a breach of or conflict with any other agreement or arrangement by which you or it is bound, and (iii) these TOS are a legal, valid and binding obligation of the party entering into these TOS, enforceable in accordance with their terms and conditions.

(b) By You. You represent and warrant to StageDive that, in your use of the StageDive Service, you: (i) will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or other legal right of any third party and (ii) will comply with all applicable laws, rules, and regulations. You further represent and warrant to StageDive that: (i) there are no claims, demands or any form of litigation pending or, to the best of your knowledge, threatened with respect to any of your Submissions; (ii) StageDive will not be required to make any payments to any third party in connection with its use of your Submissions, except for the expenses that StageDive incurs in providing the StageDive Service; (iii) the use of any instructions, formulae, recommendations, or the like contained in your Submissions will not cause injury to any third party; and (iv) your Submissions does not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.

6. Disclaimers, Exclusions, and Limitations.

(a) DISCLAIMER OF WARRANTIES. STAGEDIVE PROVIDES THE SITE AND STAGEDIVE SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS. STAGEDIVE DOES NOT REPRESENT OR WARRANT THAT THE SITE, STAGEDIVE SERVICE OR ITS USE: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. STAGEDIVE MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TOS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

(b) EXCLUSION OF DAMAGES. STAGEDIVE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE STAGEDIVE SERVICE, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) LIMITATION OF LIABILITY. EXCEPT FOR A BREACH OF A PARTY'S REPRESENTATIONS AND WARRANTIES UNDER THESE TOS OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THESE TOS, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THESE TOS EXCEED THE GREATER OF (i) THE AMOUNT PAID OR PAYABLE BY STAGEDIVE TO YOU DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY OR (ii) $100.

7. Indemnification. You will indemnify and hold StageDive and its employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the "Parties") harmless from any damage, loss, or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought against any of the Parties alleging that you have breached any of these TOS. If you have to indemnify StageDive under this Section, StageDive will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without StageDive's express written permission.

8. Termination.

(a) Termination. StageDive may suspend or terminate your use of the Site or StageDive Service if it believes, in its sole and absolute discretion, that you have breached a term of these TOS.

(b) Survival. These TOS will survive indefinitely unless and until StageDive chooses to terminate them.

(c) Effect of Termination. If you or StageDive terminates your use of the Site or the StageDive Service, StageDive may delete any Submissions or other materials relating to your use of the StageDive Service on StageDive's servers or otherwise in its possession and StageDive will have no liability to you or any third party for doing so.

9. Notice. All notices required or permitted to be given under these TOS will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to StageDive, you must use the following addresses: StageDive, Inc. 668 Van Buren Street Monterey, CA 93940. If StageDive provides notice to you, StageDive will use the contact information provided by you to StageDive. All notices will be deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no "system error" or other notice of non- delivery is generated. If applicable law requires that a given communication be "in writing," you agree that email communication will satisfy this requirement.

10. Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon applicable to agreements deemed entered into and fully performed therein. Venue and jurisdiction for disputes under this agreement shall be exclusively in courts of competent jurisdiction in Multnomah County, Oregon. By entering into these TOS, you hereby irrevocably waive any right you may have to join claims with those of others in the form of a class action or similar procedural device. Any claim arising out of, relating to or connected with these TOS or your use of any part of the StageDive Service must be asserted individually.

11. Miscellaneous. These TOS will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of Oregon without reference to conflict of law principles. These TOS may be freely assigned and transferred by StageDive. These TOS will not be assignable or transferable by you without the prior written consent of StageDive. These TOS (including all of the policies and other Agreements described in this TOS, which are hereby incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under these TOS will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. You and StageDive are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these TOS. The invalidity or unenforceability of any provision of these TOS will not affect the validity or enforceability of any other provision of these TOS, all of which will remain in full force and effect.