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Terms and Conditions

Terms and Conditions of Use Agreement Last updated: March 31st, 2014 1. Description of Service, Acceptance of Terms, Modification Stage 17, Inc. (“Company”) provides users (“Users”) use of the web pages located at http://www.stage17.tv (the “Site”) and other features, functions or services on the Site (collectively, the “Service”). Certain portions of the Site and the Service are only available to Users who become members (“Members”). To become a Member, you must provide Company with certain personal information and create an account. This Terms and Conditions of Use Agreement (the “Agreement,” “Terms of Use” or “Terms”) sets out the legally binding terms between you and Company. This Agreement applies to all Users of the Site or Service. If you choose to use the Site or Service, you will be agreeing to abide by all of the terms and conditions of the Agreement. Company may change, add or remove portions of this Agreement at any time by posting an updated version of the Agreement on the Site. If Company makes a material change or amendment to the Agreement, it will notify Users by posting a notice on the Site. Any material change or amendment to the Agreement shall be effective automatically 30 days after such notice is posted or, for Users who register or otherwise consent during the 30 day period, at the time of registration or consent, as applicable. IF ANY OF THESE RULES OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE THE SERVICE. Company may change, suspend or discontinue any aspect of the Service at any time, including the availability of any Service feature, database, or content. Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. In addition, when using particular Company services, you and Company shall be subject to any additional terms, guidelines or rules applicable to such services or Content, as they may be posted and updated from time to time (“Guidelines”). All such Guidelines are hereby incorporated by reference into this Agreement. Also, Company may offer other services or features from time to time that are governed by different terms of service. Unless explicitly stated otherwise, such services or features shall be subject to this Agreement. 2. Privacy Your privacy is very important to Company. Please review our Privacy Policy, which also governs your use of the Service, to understand our practices. 3. License and Site Access Company grants you a non-transferable, non-sublicensable limited license to access and make personal use of the Site and the Service. You agree not to download (other than page caching) or modify the Site, content appearing on the site, or any portion of either the Site or site content, except with express written consent of Company. This license does not include any resale or commercial use of the Site, the Service, or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. This license terminates upon any unauthorized use. The Site, Service, or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Company. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, content, text, page layout, or form) of Company and our affiliates or other Users without express written consent, except as otherwise provided and made available through the Site or the Service. You may not use any meta tags or any other “hidden text” utilizing Company’s name or trademarks without the express written consent of Company. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to Company so long as the link does not portray Company, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive manner. You may use the Company logo or other proprietary graphic or trademark of Company as part of the link, subject to Company’s usage requirements and Company’s right to revoke such permission in its sole discretion. 4. Account, Password, Security a) You will designate a password and a username when registering as a Member. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account, whether or not such activities are authorized by you. Members agree not to share their username and password with anyone. You agree to (i) immediately notify Company of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session. Company cannot and will not be liable for any loss, damage or charges incurred arising from your failure to comply with this this Section 4. b) You agree to provide true, accurate, current and complete information about yourself as prompted by the Site’s registration process (such information being the “Membership Data”) and to register as a Member only once. If you do not, or Company has reasonable grounds to suspect that you have not, Company has the right to suspend or terminate your account and refuse any and all current or future use of the Site. Membership Data and certain other information about you are subject to our Privacy Policy. c) Company reserves the right to approve any Membership application at any time for any reason with any conditions at the sole discretion of Company. Company reserves the right to terminate any Member account at any time for any reason with any conditions at the sole discretion of Company. 5. International You agree to not use the Site or export any portion of the Site, including the User Content (defined below) in violation of applicable export regulations. You are responsible for adhering to all relevant local and national laws wherever you are. 6. Uploaded Content Please choose carefully the words, information, content, messages, text, files, images, photos, video, sounds, profiles, works of authorship or any other materials you post, upload, link to, publish, exchange, or display on the Site or through the Service and any such content that you provide or make available to other Users through the Site (collectively, “User Content”). You are responsible for all User Content, as set forth below. User Content or information or provided by other Users may contain inaccurate, inappropriate or offensive material, products or services, and Company assumes no responsibility or liability for this material. Company reserves the right, in its sole discretion, to reject, refuse to post or remove or modify any User Content posted by you, or to restrict, suspend, or terminate your access to all or any part of the Site and/or the Service at any time, for any or no reason, with or without prior notice, and without liability. User Content shall not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, violate any confidentiality agreement or other contract or be otherwise injurious to third parties or objectionable and shall not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” Commercial advertisements, affiliate links, and other forms of solicitation may be removed from posts or accounts without notice and may result in termination of membership privileges. You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any User Content. Company has the right but not the obligation to remove or edit User Content, but does not regularly review User Content. Company takes no responsibility and assumes no liability for any User Content. The following is a partial list of the kind of User Content that is illegal or prohibited on the Site and the Service. Company reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending User Content from the Site or Service and terminating the membership of such violators. Prohibited User Content includes content that: (i) is obscene, patently offensive, or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (ii) harasses or advocates harassment of another person; (iii) involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”; (iv) consists of information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (v) consists of an illegal or unauthorized copy of a copyrighted work, such as sound recordings, musical compositions and videos in which you do not personally own the copyright or otherwise do not have the necessary authority from the copyright owner(s); (vi) computer programs or links to them or providing information to circumvent manufacturer-installed copy-protect devices, or infringing materials; (vii) contains restricted or password-only access pages or hidden pages or images (those not linked to or from another accessible page); (viii) provides material that exploits people under the age of 18 or solicits personal information from anyone under 18; (ix) provides instructional information about illegal activities; (x) solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; (xi) involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, advertising, or pyramid schemes; or (xii) uses any unfair, misleading or deceptive content intended to draw traffic to the profile. 7. Intellectual Property As between you and the Company, the Company is the owner of all intellectual property rights, including all copyrights, patents, trademarks associated with the Site and the Service, including all associated software, logos, text, and graphics. You agree not to use any Company intellectual property without Company’s prior permission. You grant the Company a nonexclusive, irrevocable, worldwide, perpetual, unlimited, fully paid up and royalty-free right to us to copy, prepare derivative works of, improve, distribute, publish, perform, display, use and commercialize, in any way now known or in the future discovered, including without limitation for the purposes of promoting the Company, any User Content you upload through the Service or to the Site or otherwise provide to Company. You also hereby grant each User a non-exclusive license to access your User Content through the Site and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Site and Service under these Terms. 8. Conduct and Member Management a) You agree to abide by the terms of this Agreement, obey any rules of conduct made available to you by Company via the Site or Service, and to not use the Service to: (i) interfere with, manipulate, or take any actions that may undermine the integrity of any system used on the Service; (ii) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; (iii) collect or store personal data about other Users; (iv) harass, abuse, or harm another person, or (v) in order to contact, advertise to, solicit, or sell to any other User without their prior explicit consent. b) Without limiting other remedies, Company and its affiliates may immediately warn Users of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership, freeze your transactions and refuse to provide the Service to you if: (i) you breach, or Company has reason to believe that you have breached, these Terms or any document it incorporates by reference; (ii) we are unable to verify or authenticate any information you provide to Company; or (iii) we believe that your actions may cause financial loss, legal liability or other harm to you, Company or Users. Further, your membership may be terminated and you may be denied access to the Service if you breach any other agreement between you and Company in any way. c) You are solely responsible for your interactions with other Users of the Site. You acknowledge, consent and agree that we may access, preserve, and disclose communications between Users, User Content and any other information you provide in accordance with the terms of the Privacy Policy if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (i) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (ii) enforce this Agreement; (iii) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (iv) respond to customer service inquiries; or (v) protect the rights, property, or personal safety of the Site, the Company, our Users or the public. d) You acknowledge and agree that we may block your access to or use of the Site and Service and/or revoke your Membership if you fail to abide by these Terms. You furthermore agree not to re-register as a Member. You acknowledge that we reserve the right to take action – technical, legal or otherwise – to block, nullify or deny your ability to utilize or participate on the Site. You understand that we may exercise this right in our sole discretion. We reserve the right to: (i) delete any or all User Content and/or information provided by you or your agent(s); (ii) discontinue your Membership; (iii) discontinue your subscription to any digital product, data, content, tool or service used or purchased through the Site; (iv) notify and fully cooperate with the proper law enforcement authorities for further action; and/or (v) take any other action which we deem to be appropriate. If your ability to access the Site, Service and/or any other service, product, content, data, tool or digital product provided to you is discontinued due to your violation of any portion of these Terms, then you agree that you shall not attempt to re-register with or access the Site or Service through use of a different username or otherwise, and you acknowledge that you will not be entitled to receive a refund for any related fee. 9. Use & Storage You acknowledge that Company may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that User Content will be retained by or made available through the Service, the maximum disk space that will be allotted on Company’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that Company has no responsibility or liability for the blocking, deletion or failure to store any User Content maintained or transmitted by the Service. You acknowledge that Company reserves the right to cancel accounts that are inactive for an extended period of time. You further acknowledge that Company reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. 10. Third-Party Content, Links and Syndication The Site and the Service may include User Content, third-party content and syndicated content, as well as third party applications, services, advertisements, or links (collectively, “Third Party Content”). Company has no control over, and assumes no responsibility for, Third Party Content or the terms and conditions of use, privacy policies, or practices associated therewith. By using the Site, you acknowledge and agree that Company shall have no liability arising from your use of any Third Party Content and that you shall assume the sole responsibility for and risk associated with your use of Third Party Content. Accordingly, Company encourages you to be aware when you leave the Company Site and to read the terms and conditions and privacy policies associated with any Third Party Content. In addition, Company will not and cannot censor or edit Third Party Content, and does not endorse any Third Party Content by virtue of its inclusion in the Site or Service. Any correspondence, business dealings with, syndication, linking or participation in promotions of third parties found on or through the Site or Service, including payment or delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third parties. Company has no control over third-party websites or resources, and as such, you acknowledge and agree that Company is not responsible for their availability, reliability, or functionality. 11. Termination Company may terminate this Agreement at any time for any reason. Sections 6, 7, 12, 13, 14, 15, 16, 17 and any other provisions which by their nature should survive, shall continue in full force and effect upon any termination of this Agreement. 12. Representations & Warranties a) You represent and warrant that you have the full authority to act on your behalf and that either (i) you are more than 18 years of age, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement or (ii) you are between the ages of 13 and 18 and have obtained parental consent prior to using the Site or the Service and, for the avoidance of doubt, prior to initiating any transaction. You represent and warrant that you will abide by and comply with this Agreement and have obtained all necessary third-party consents, licenses and permissions necessary to enter into and fully perform your obligations herein. In any case, you affirm that you are over the age of 13, as the Site and Service is not intended for children under 13. If you are under 13 years of age, then please do not use the Site or Service. Your membership or access to the Site and Service may be deleted or blocked without warning if it is found that you are misrepresenting your age. Your membership is solely for your personal use, and you shall not authorize others to use your account. b) You represent and warrant that you are solely responsible for all User Content posted, uploaded, published or displayed through your User account, including any messages, and for your interactions with other Users. You shall be solely responsible for your User Content and the consequences of posting or publishing it. In connection with User Content, you affirm, represent, and/or warrant that: (i) no User Content or any use thereof by Company shall defame any third party or infringe upon or violate any other rights of any third party, including without limitation, any patent, trademark, copyright, trade secret right, contractual right, right of publicity or right of privacy; (ii) you own or have the necessary licenses, rights, consents, and permissions to transfer to Company all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content in the manner contemplated by these Terms of Use; (iii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or any likeness of each and every such identifiable individual person to enable inclusion and use of the User Content in the manner contemplated by the Site and these Terms of Use; and (iv) you have fully paid any and all royalties which may be due to any person or entity which may be due pursuant to your submission of any and all User Content. c) You represent and warrant that you shall not act in any manner, or post or upload any User Content, that conflicts or interferes with any existing commitment or obligation of yours, and that no agreement previously entered into by you will interfere with your performance of your obligations under this Agreement. d) You represent and warrant that your use of the Site and Service shall be in compliance with any applicable laws, rules and regulations of any governmental authority. e) You represent and warrant that you will not use the Service to upload, post, link to, email, transmit, make available or otherwise utilize any code, files, programs, viruses, materials or mechanisms designed to interrupt, destroy, alter or limit the functionality of any computer software, hardware, any telecommunications equipment, database or other proprietary material or equipment. 13. Disclaimers You acknowledge that any reliance on any opinion, advice, statement, or information available on the Site or the Service is at your sole risk. Company makes no warranty as to the quality, accuracy, completeness, and validity of any materials on the Site or the Service and does not warrant that the functions contained on the Site will be uninterrupted or error-free, or that defects will be corrected. The Site and the Service may contain views, opinions, statements, and recommendations of third-party individuals and organizations, and Company does not represent or endorse the accuracy, correctness, or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed through the Site or the Service. We periodically schedule system downtime for maintenance and other purposes. Unplanned system outages also may occur. Company has no liability whatsoever for: (i) the resulting unavailability of the Site; (ii) any loss of data or transactions caused by planned or unplanned system outages; (iii) the resultant delay, misdelivery or nondelivery of information caused by such system outages; or (iv) any third party acts or any other outages of web host providers, Internet service providers or the Internet facilities and networks. YOUR USE OF THE SERVICE AND ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTY THAT (i) THE SERVICE AND ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE AND ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. 14. Indemnification, Limited Liability, Class Action Waiver a) You hereby indemnify and hold harmless, and upon Company’s request, defend, Company and its affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) arising out of any claim, action, or proceeding brought by a third party based on: (i) your use of the Site and Service; (ii) a breach of any warranty, representation, covenant or obligation of yours under this Agreement; or (iii) your violation of any third part right, including without limitation any allegation that any User Content provided, uploaded, syndicated, linked to or authorized by or on behalf of you hereunder or Company’s or any User’s use thereof violates or infringes the rights of another party. You will reimburse Company and its affiliates on demand for any actual payments made in resolution of any liability or claim that is subject to indemnification under this Section 14, provided that Company attempts to obtain your written consent prior to making such payments, and such consent is not unreasonably withheld, delayed or conditioned. Company shall promptly notify you of any such claim, and you shall assume control of the defense of such claim upon Company’s request. Company shall have the right, at its expense, to participate in the defense thereof under your direction. b) EXCEPT PURSUANT TO YOUR INDEMNITY OBLIGATION IN SECTION 14(a), AND EXCEPT FOR A BREACH OF YOUR REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY PURSUANT TO THIS AGREEMENT DURING THE TERM OF YOUR MEMBERSHIP. c) YOU AND COMPANY AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT NEITHER YOU NOR COMPANY WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU OR COMPANY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. YOU AND COMPANY FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, COMPANY, AND ALL PARTIES TO ANY SUCH PROCEEDING. 15. Applicable Law This Agreement and the relationship between you and Company shall be governed by the internal law of the State of New York without regard to its conflict of law provisions. You agree to submit to the personal jurisdiction of the state and federal courts located in New York County, New York, although Company reserves the right to bring proceedings against you for breach of these terms and conditions in your country of residence or in any other relevant jurisdiction. 16. Notice Company will provide notices of changes to this Agreement or the Privacy Policy by displaying notices or links to notices to you generally on the Service. Except as explicitly stated otherwise, any notices to Company shall be sent by certified mail, return receipt requested, to: Stage 17 Productions, LLC 114 West 41st St, 18th Floor New York, NY 10036 17. General a) This Agreement along with the Privacy Policy and any additional Guidelines constitute the entire agreement between you and Company and govern your use of the Service, superseding any prior agreements between you and Company. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. b) The failure of Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. c) If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. d) You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. e) The section titles in this Agreement are for convenience only and have no legal or contractual effect.