Site Terms of Service

Last Updated: July 17, 2020

This Site Terms of Service Agreement (“Terms”) governs your use of the SideStage™ marketplace platform offered by saambaa LLC (“we”, “us”, or “SideStage”), including our website (SideStage.com), mobile application (“App”), and services we provide through them (collectively, the website, App, and services referred to as our “Site”). “You” refers to you as a user of the Site, including as a Recipient or as a Talent User (each as defined in these Terms).

These Terms apply to users of, including visitors to, our Site. Use of our Site is also subject to our current Acceptable Use Policy. Your use of our Site as a Talent User (defined below) is governed by the Talent Terms of Service. (“Talent Terms”).

PLEASE READ THESE TERMS CAREFULLY. By using our Site or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site.

ARBITRATION NOTICE: Section 16 of these Terms contains provisions governing how claims that you and SideStage have against each other are resolved, including any claims that arose or were asserted prior to the “Last Updated” date at the top of these Terms. It contains an arbitration agreement that will, with limited exceptions, require disputes between you and SideStage to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section 16: (1) you may pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to seek relief in a court of law and to have a jury trial on your claims.

Table of Contents

1. SideStage Marketplace
2. SideStage Calls
3. Acknowledgement
4. Additional Terms
5. Eligibility
6. Fees and Payment
7. Ownership
8. Copyright and Intellectual Property Policy
9. Privacy
10. Third Party Content and Interactions
11. Links
12. Changes to our Site
13. Termination and Reservation of Rights
14. Indemnification
15. Disclaimers and Limitations on our Liability
16. Arbitration Agreement and Waiver of Certain Rights
17. Other Provisions
18. Changes to these Terms

1.    SideStage Marketplace

By creating an account on our Site, you agree to provide true, accurate, current, and complete information. You agree not to create a Site account using a false identity or providing false information or if you have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.

2.    SideStage Calls

a.    Through our Site, you may schedule and access personalized live-stream video calls (“SideStage Calls”) from performers, creators and educators including celebrities, artists, influencers, and others (each, a “Talent User”), whereby a Talent User will join your video call in exchange for paid compensation. You may submit a request to a Talent User for a SideStage Call that is for you and/or a third party that you identify as a recipient (“Recipient”).

b.   You acknowledge and agree that the Talent User has sole discretion to determine how to fulfill your request and the content of the SideStage Call, and that the Talent User may not follow your request exactly. We reserve the right to reject any request in our sole discretion. The Talent User has up to three days (at our sole discretion) to fulfill or decline your request. Once your request is booked, your payment method will be charged the amount specified on the Talent User’s booking page on our Site, including any SideStage service fees, at the time you submitted the request and held in escrow until the Talent User fulfills the SideStage Call.

c.    SideStage Calls are licensed, not sold. You are buying the right (or license) to access it, not the actual SideStage Call itself.

d.   Subject to your payment in full, the Talent User hereby grants to you the following limited rights to use the SideStage Call (other than a Promo SideStage Call) solely for your own personal, non-commercial, and non-promotional purposes, subject to these Terms: a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display that SideStage Call, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised.

e.    You may not sell, re-sell, or encumber your rights in any SideStage Call. You may sublicense your rights in a SideStage Call only to the extent necessary for you to use the SideStage Call as permitted under these Terms (for example, sharing a recording of it (if it is not a Promo SideStage Call) with friends on a social media platform or sending a recording of it to a Recipient for personal, non-commercial, and non-promotional purposes as set forth above).

f.     You may use a SideStage Call only in accordance with these Terms, which includes our Acceptable Use Policy. We may terminate all or part of the foregoing licenses at any time for any reason.

3.    Acknowledgement

You acknowledge and agree that:

a.    SideStage will not be liable or responsible for any SideStage Call or other offering requested by you or any Submission (defined below) you make;

b.   you have no expectation of privacy with respect to any SideStage Call requested by you or any Submission (defined below) you make, and that you will not make any request or Submission that infringes on the privacy or other rights of a third party;

c.    if you breach any provisions of these Terms, we may terminate your access to our Site, or we may remove or ban you (or any Site account you created or control), and by terminating your license to use any SideStage Call, or other offering under these Terms terminates and you must:

·      promptly remove all copies of any SideStage Call, or other offering in your possession or control, including from any social media platform; and

·      notify any Recipient of the termination and instruct them to do the same, and take any other action we reasonably request, including identifying each Recipient; and

d.   without limiting any of our rights, any request you submit through our Site may be rejected by us or by a Talent User in our or its sole discretion; if that happens more than once, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in SideStage’s sole discretion, including terminating your license to use any SideStage Call or other offering under these Terms and requiring you to take the actions outlined in Section 4.c.

4.    Additional Terms

Some products or services offered through the Site may have additional terms and conditions (“Additional Terms”). If Additional Terms apply, we will make them available to you in connection with that product or service. By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that some or all of these Terms don’t apply.

5.    Eligibility

a.    Age: You must be at least 16 years old to use our Site.

b.   Eligibility Representations and Warranties: You represent and warrant that:

                        i.         you have not been prohibited from using or accessing any aspect of our Site by us or pursuant to any applicable law or regulation;

                      ii.         you will comply with all applicable terms of any third party payment provider we select, and you are not on a prohibited list of that payment provider;

                     iii.         you (and any Site account that you created or control) have not been previously banned or removed from our Site for any reason; and

                    iv.         you are not a convicted sex offender.

c.    Export Control: You may not use, export, import, or transfer any part of our Site except as authorized by U.S. law, the laws of the jurisdiction in which you use or access our Site, or any other applicable laws. In particular, but without limitation, no part of our Site may be exported or re-exported: (i) into any country embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Site, you represent and warrant that: (x) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (y) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use our Site for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by SideStage are subject to the export control laws and regulations of the U.S. You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer SideStage products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.

6.    Fees and Payment

a.    Fees: The fee for a SideStage Call or other offering is specified on the Talent User’s booking page on our Site when you make your request.  You may also be charged a SideStage service fee, which will also be specified on the Talent User’s booking page on our Site.  You agree to pay all amounts due in accordance with the payment terms in effect when you submit your request or purchase merchandise.

b.   Currency: All transactions are in U.S. dollars (“USD”) unless otherwise specified at point of purchase.

c.    Payment: You may request a SideStage Call by using a valid payment card through the applicable third party payment provider (for App for iOS, Apple’s in-app payment mechanism; for our website and App for Android, the payment provider we select). You must provide the third party payment provider with valid payment information (Visa, MasterCard, or other issuer accepted by the payment provider). You acknowledge and agree that SideStage does not operate, own, or control the payment provider. Your use of your payment card is governed by your agreement with and the privacy policy of the payment provider, not these Terms. You agree to immediately notify the payment provider of any change in your billing address (or other information) for your payment card. You may not return or exchange a SideStage Call and no refunds will be issued.

                        i.         App for iOS: If a Talent User rejects your request for a SideStage Call or the SideStage Call is not provided, your SideStage account will be issued a credit (in USD only) for the value of your purchase. The credit will be maintained in your account and may be redeemed only for purchases on the App for iOS. If, when you make a purchase while logged into your SideStage account on the App for iOS, your account has a credit balance, the balance will be redeemed for that purchase (until fully redeemed) and you will be charged for any remaining portion of the price. Credit balances are not refundable, cannot be transferred, cannot be used outside of the App for iOS, and expire or extinguish immediately when redeemed. By making a purchase on the App for iOS, you represent that you are a resident of a country or territory in which payment in the local currency is supported by the App (as listed here). If you are a resident of a country or territory in which payment in the local currency is not supported by the App for iOS (or located in a country or territory in which payment in the local currency is not supported by the App for iOS), your purchase will not be permitted; however, if such purchase is permitted, SideStage reserves the right to cancel your request and no refund will be issued. The countries and territories and respective local currencies supported by the App for iOS are determined by Apple and not by SideStage and are subject to change at any time.

                      ii.         Website and App for Android: By providing your payment information, you agree that SideStage may place a pre-authorization hold and, after your request has been fulfilled, authorize the payment provider to immediately charge you for all amounts due and payable, including any SideStage service fees, with no additional notice to or consent from you.

                     iii.         In addition, if the offering permits (e.g., SideStage Calls on SideStage.com), you may choose to designate an additional amount as a “tip” to the Talent User who fulfilled your request. You acknowledge that SideStage does not mandate any such tip or gratuity; however, if you do choose to do so, the amount must be at least US $5.00. You agree to pay any amount you authorize as a tip for the Talent User; a tip is not refundable.

d.   SideStage reserves the right (but is under no obligation) to cancel your SideStage Call request if: (i) your payment method is declined; or (ii) you have previously been banned or removed from our Site for any reason. SideStage also reserves the right at any time to change its fees and payment procedures, including its payment options and terms, either immediately upon posting on our Site or by other notice to you.

e.    Payment Questions: If you have a question about a purchase made on the App or a charge to your payment card, please contact us at hello@SideStage.com. We have the sole discretion to determine how billing disputes between us will be resolved.

7.    Ownership

a.    You acknowledge and agree that each SideStage Call or other offering, including proprietary content shared with you from a Talent User is owned by the Talent User who performed it.

b.   We or our licensors own all right, title, and interest in and to: (i) our Site and the “look and feel” of our Site, including all software, ideas, processes, data, text, media, and other content available on our Site (individually, and collectively, “SideStage Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site, SideStage Content, and Marks are each protected under U.S. and international laws. You may not duplicate, copy, or reuse any portion of the HTML/CSS, JavaScript, visual design elements, or concepts without our prior express written consent.

c.    You hereby grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised (including social media platforms), to use, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, create derivative works of, and otherwise use the following for the purposes of operating and providing our Site, developing and improving our products and services, and advertising, marketing, and promoting our Site and our products and services: (i) any request that you make or send to any Talent User, including information concerning any Recipient; and (ii) any submission that you make to SideStage, whether through our Site, a social media platform, third party website, or otherwise, including a reaction video, idea, intellectual property, publicity rights, Feedback (defined below), review, photo, video, email, text, post, or other communication, whether relating to you, or a third party (i) and (ii) each, individually, and collectively, a “Submission”). You represent and warrant that you either: (x) own all rights to any Submission; or (y) have all rights necessary, including with respect to any third party that contributed to, is included in, or is referred to, in any Submission, to grant to us the foregoing rights. You will not make any Submission that is confidential or proprietary or that contains or includes any information that you do not have the right to disclose or that you or any Recipient do not wish to be disclosed. SideStage will not be responsible or liable for any use or disclosure of a Submission, including any personal information belonging to you, a Recipient, or a third party.

d.   We may, for any reason, refuse to accept or transmit a Submission or refuse to remove a Submission from our Site. Further, we reserve the right to decide whether a Submission violates these Terms and may, at any time, without notice to you and in our sole discretion, remove your Submission, terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in our sole discretion for violation of these Terms.

e.    SideStage desires to avoid the possibility of future misunderstandings if a project developed by any SideStage Party (as defined below) may seem similar to your Submission. If your Submission consists of any idea, suggestion, proposal, plan, or other material related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that SideStage has no obligation (including no obligation of confidentiality or privacy) with respect to that Feedback, and you grant to SideStage a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes), and otherwise use and exploit in any manner (including commercially), any and all Feedback.

f.     You hereby waive any and all moral rights or “droit moral” that you may have in any Submission, including Feedback, and you represent and warrant that no third party has any moral, “droit moral,” or other rights in Submission, including Feedback.

8.    Copyright and Intellectual Property Policy

a.    Digital Millennium Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Site for repeat infringers. If you believe that materials on our site infringe copyright, please send the following information to the Copyright Agent named below:

                        i.         your address, telephone number, and email address;

                      ii.         a description of the work that you claim is being infringed;

                     iii.         a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;

                    iv.         a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.”;

                      v.         an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and

                    vi.         a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Copyright Agent:

saambaa LLC
c/o SideStage Group
550 West B Street, 4th Floor
San Diego, CA 92101
hello@SideStage.com

If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to our Copyright Agent.

b.   Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.

9.    Privacy

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data. By using our Site, you agree to our Privacy Policy.

10.                  Third Party Content and Interactions

a.    Our Site may contain features and functionalities that link to or provide you with access to third party content, that is completely independent of SideStage, including SideStage Calls, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. Your interactions with third parties, including users and Talent Users, found on or through our Site are solely between you and the third party. You should make whatever investigation you feel necessary or appropriate before proceeding with any contact or interaction, in connection with our Site or otherwise. However, you agree not to contact or interact with any Talent User except as expressly permitted through our Site. You also agree that SideStage may, in its sole discretion, intercede in any dispute and you will reasonably cooperate with SideStage if it does so. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities of any kind or nature incurred as the result of any such interaction. You hereby release each SideStage Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or our Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY".

b.   From time to time, an entity may be identified on a Talent User’s booking page or be associated with the Talent User elsewhere on our Site as a charitable organization or a recipient of funds that are being raised (“Charity”). For example, the Talent User’s booking page may indicate that all or a portion of the Talent User’s revenue from a SideStage Call will be given to the Charity. Those arrangements are strictly between the Talent User and the Charity. SideStage is not a sponsor of, does not endorse, and is not affiliated with the Charity and is not a commercial co-venturer with respect to such arrangements (unless otherwise expressly stated in writing by SideStage). Unless expressly stated, SideStage does not control and makes no warranties about the Charity or any donation to the Charity.

11.                  Links

Our Site may contain links to social media platforms or third party websites. You acknowledge and agree that: (a) the link does not mean that we endorse or are affiliated with the platform or website; and (b) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the platform or website. You should always read the terms and conditions and privacy policy of a platform or website before using it.

12.                  Changes to our Site

You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you

13.                  Termination and Reservation of Rights

You may cancel your Site account at any time by contacting a member of the SideStage team at hello@SideStage.com. We reserve the right to terminate access to our Site to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms, your permission to use our Site automatically terminates.

14.                  Indemnification

You agree to indemnify, defend, and hold harmless SideStage and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, vendors, and licensors (each, a “SideStage Party,” and collectively, “SideStage Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature arising from, out of, in connection with, or relating to: (a) these Terms; or (b) use of our Site. SideStage may select counsel for and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.

15.                  Disclaimers and Limitations on our Liability

a.   You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the SideStage Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.

b.   In particular, the SideStage Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third party website linked to or integrated with our Site. You acknowledge and agree that the SideStage Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content posted or shared through our Site.

c.   You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including any SideStage Call, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a SideStage Call, will create any warranty not expressly made by us.

d.   You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that SideStage is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against any SideStage Party with respect thereto.

e.   To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any SideStage Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not SideStage has been advised of the possibility of such damages.

f.     To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by SideStage from you during the 12 months preceding the claim giving rise to such liability.

g.   Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.

h.   You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between SideStage and you.

16.                  Arbitration Agreement and Waiver of Certain Rights

a.    Arbitration: You and SideStage agree to resolve any disputes between you and SideStage through binding and final arbitration instead of through court proceedings. You and SideStage each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and SideStage relating to these Terms or our Site (each a “Claim,” and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs, or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

b.   Costs and Fees: If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, SideStage will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

c.    No Preclusions: This arbitration agreement does not preclude you or SideStage from seeking action by federal, state, or local government agencies. You and SideStage each also have the right to bring any qualifying Claim in small claims court. In addition, you and SideStage each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

d.   No Class Representative or Private Attorney General: You and SideStage each agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general, or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or SideStage). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

e.    Severability/No Waiver/Survival: If any provision of this Section 16 is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 16 will continue in full force and effect. No waiver of any provision of this Section 16 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 16 will survive the termination of your relationship with SideStage.

f.     30-Day Opt-Out Right: You have the right to opt out of the provisions of this Arbitration Agreement by sending, within 30 days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt out to the following address: saambaa LLC, c/o SideStage Group, 550 West B Street, 4th Floor, San Diego, CA 92101. Your notice must include your name and address, any usernames, each email address you have used to submit your SideStage Call requests or set up an account on our Site (if applicable), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

g.   LIMITATIONS: This Section 16 limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA rules, and the right to certain remedies and forms of relief. In addition, other rights that you or SideStage would have in court may not be available in arbitration.

17.                  Other Provisions

a.    Force Majeure: Under no circumstances will any SideStage Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any SideStage Party.

b.   Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Site will be filed only in the state or federal courts located in San Diego, California. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

c.    Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.

d.   No Waiver or Amendment: The failure by SideStage to enforce any right or provision of these Terms will not prevent SideStage from enforcing such right or provision in the future and will not be deemed to modify these Terms.

e.    Assignment: SideStage may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.

f.     Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.

18.                  Changes to these Terms

We may change these Terms. If we do, we will post the revised Terms on our Site and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Site after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.

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Acceptable Use Policy

Last Updated: June 4, 2020

Your use of our Site (collectively, the SideStage™ website, mobile application (“App”), and services we provide through them) is governed by this Acceptable Use Policy. Terms that are defined in the Site Terms of Service or Talent Terms of Service will have the same meaning in our Acceptable Use Policy.

You are responsible for your use of any SideStage Call, your Site account, our Site, and any Submission (if you are a Site user) or Talent Content (if you are a Talent User). Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful.

1.    You represent and warrant that:

a.    you will not use a false identity or provide any false or misleading information;

b.   you will not create an account if you (or any Site account that you created or controlled) have previously been removed or banned from our Site;

c.    you will not use or authorize the use of any SideStage Call for any purposes other than: (i) the specific limited purposes set forth in the Site Terms; (ii) those set out in any applicable Additional Terms; or (iii) if you are a Talent User, those set out in any other written agreement; and

d.   you will not:

                                          i.         violate any law, regulation, or court order;

                                        ii.         violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or "droit moral," or other legal rights of any third party;

                                       iii.         take any action (even if requested by another) that is, or submit, post, share, or communicate anything that is, or that incites or encourages, action that is, explicitly or implicitly: illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity);

                                      iv.         send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;

                                        v.         engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from our Site, including from any user of our Site;

                                      vi.         transmit any virus, other computer instruction, or technological means intended to, or that may, disrupt, damage, or interfere with the use of computers or related systems;

                                     vii.         stalk, harass, threaten, or harm any third party;

                                   viii.         impersonate any third party;

                                      ix.         participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud;

                                        x.         use any means to scrape or crawl any part of our Site;

                                      xi.         attempt to circumvent any technological measure implemented by us, any of our providers, or any other third party (including another user) to protect us, our Site, users, Recipients, or any other third party;

                                     xii.         access our Site to obtain information to build a similar or competitive website, application, or service;

                                   xiii.         attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide our Site; or

                                   xiv.         advocate, encourage, or assist any third party in doing any of the foregoing.

For clarity, your use of any SideStage Call includes use anywhere (on our Site or otherwise).

2.    Investigations:

You acknowledge and agree that we are not obligated to monitor access to or use of our Site by you or third parties (including monitoring any SideStage Call, Talent Content, Submission, or Feedback), but we have the right to do so to operate our Site; enforce this Policy or our Terms; or comply with applicable law, regulation, court order, or other legal, administrative, or regulatory request or process; or otherwise.

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Talent Terms of Service

Last Updated: June 4, 2020

This Talent Terms of Service Agreement (“Terms”) governs your use as a talent user of the SideStage™ marketplace platform offered by saambaa LLC (“we”, “us”, or “SideStage”), including our website (SideStage.com), mobile application (“App”), and services we provide (collectively, the website, App, and services referred to as our “Site”). “You” and “Talent User” refer to you as a talent user of the Site.

These Terms apply solely to Talent Users of our Site. Use of our Site is also subject to our current Acceptable Use Policy. Any use by you of our Site other than as a Talent User is governed by the Site Terms of Service. (“Site Terms”).

PLEASE READ THESE TERMS CAREFULLY. By using our Site as a Talent User or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site as a Talent User.

ARBITRATION NOTICE: Section 17 of these Terms contains provisions governing how claims that you and SideStage have against each other are resolved, including any claims that arose or were asserted prior to the “Last Updated” date at the top of these Terms. It contains an arbitration agreement that will, with limited exceptions, require disputes between you and SideStage to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section 17: (1) you may pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to seek relief in a court of law and to have a jury trial on your claims.

Table of Contents

1. Participation in the SideStage Marketplace
2. SideStage Calls
3. Fees and Payment
4. Talent Content
5. Ownership
6. Additional Terms
7. Eligibility
8. Copyright and Intellectual Property Policy
9. Privacy
10. Third Party Content and Interactions
11. Business Relationship with SideStage
12. Links
13. Changes to our Site
14. Termination and Reservation of Rights
15. Disclaimers and Limitations on our Liability
16. Indemnification
17. Arbitration Agreement and Waiver of Certain Rights
18. Other Provisions
19. Changes to these Terms

1.    Participation in the SideStage Marketplace

a.    Registration: In order to participate on our Site, you must register. By registering, you agree to provide true, accurate, current, and complete information about yourself as prompted by our registration form, as well as any other information reasonably requested by us (collectively, “Registration Data”), and maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you do not do so or we reasonably believe that you have not done so, we have the right to suspend or terminate your Site account and your use of our Site. You agree not to create a Site account using a false identity or providing false information, on behalf of another person (except as outlined below for a parent or legal guardian and Organizations), or if you (and your parent or legal guardian, or an Organization, if applicable) have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.

                        i.         Talent User age 16 or older: Talent Users who are at least 16 years old may register directly. By registering, you represent and warrant that: (A) you are at least 16 years old (and, if between 16 and 18 years old, are registering with the supervision and with the consent of your parent or legal guardian, who also agrees to these Terms); (B) you are of legal age to form a binding contract; (C) you are (and if you are between 16 and 18 years old, your parent or legal guardian is) not barred from using our Site under the laws of the United States, your place of residence (and if you are between 16 and 18 years old, the place of residence of your parent or legal guardian), or any other applicable jurisdiction; and (D) you are (and if you are between 16 and 18 years old, your parent or legal guardian is) responsible for complying with all applicable laws and regulations relating to Talent User’s participation on our Site and will fully indemnify the SideStage Parties (defined below) for any failure to do so.

                      ii.         Parent or Legal Guardian of Talent User, under age 16: Talent Users who are under 16 years old, may register only through a parent or legal guardian who, by registering, represents and warrants that: (A) he or she is the parent or legal guardian of the Talent User and agrees to these Terms; (B) neither the parent or legal guardian nor the Talent User is barred from using our Site under the laws of the United States, the place of residence of the parent, legal guardian, or Talent User, or any other applicable jurisdiction; and (C) he or she is responsible for complying with all applicable laws and regulations relating to Talent User’s participation on our Site and will fully indemnify the SideStage Parties for any failure to do so.

                     iii.         Organizations: A management company, manager, agency, agent, publicist, or other individual or organization (each, an “Organization”) may register a Talent User (“Affiliated Talent”). By registering, the Organization represents and warrants for itself and each Affiliated Talent that: (A) Organization is the authorized representative of the Affiliated Talent (and, if the Affiliated Talent is below the age of 18, is registering with any consent required of the Affiliated Talent’s parent or legal guardian as set forth in Sections 1.a(i) and 1.a(ii)) and agrees to these Terms; (B) neither the Organization nor the Affiliated Talent is barred from using our Site under the laws of the United States, the place of residence of the Organization or any Affiliated Talent, or any other applicable jurisdiction; and (C) Organization is responsible for complying with all applicable laws and regulations relating to Affiliated Talent’s participation on our Site under these Terms and will fully indemnify the SideStage Parties for any failure to do so. To register Affiliated Talent as an Organization, please contact hello@SideStage.com.

b.   Promotional Materials: At no cost to SideStage, you will provide to us the following promotional materials (“Promotional Materials”) within 72 hours of beginning the talent on-boarding process on our Site: (i) if you would like us to promote your participation on our Site, three high resolution images of yourself; (ii) your Site profile bio; (iii) a promotional video of approximately :15 in length to let your fans know that they can book you on our Site; (iv) the amount of time you are willing to provide for a SideStage Call; and (v) the dates and times you are available for a booking request. From time to time we may request additional Promotional Materials from you for SideStage’s use to promote you on or in connection with our Site or on any social media platform or third party website. Any other materials or photos of or concerning you that you approve for SideStage’s use will also be Promotional Materials under these Terms.

2.    SideStage Calls

From time to time, a user of our Site (“User”) may request one or more video calls (each, a “SideStage Call”) from you through our Site.

a.    While we hope you will fulfill a request within 48 hours of receiving it, you may have up to three days (at SideStage’s sole discretion) to complete and upload the SideStage Call. If you do not either: (i) accept the request and upload the SideStage Call; or (ii) decline the request; the request will expire and can no longer be fulfilled (except that you may fulfill the expired request at no cost to the User and with no payment due from us). You may decline a request or otherwise refuse, in your discretion, to accept a SideStage Call booking request if a User’s request is objectionable or otherwise offensive to you. If you accept a request, you agree to make yourself available for the SideStage Call.

b.   SideStage retains the right, in its sole discretion, to cancel any request from a User. No payment will be made to you for any declined, cancelled, or unfulfilled SideStage Call request.

c.    Each SideStage Call will follow the general directions and requests of the User (for example, playing a song, telling jokes, providing instruction.) You will have sole discretion over the content of any SideStage Call, except that you will not get on the call to say the call cannot be completed. Your behavior on the call and response to the User’s request is your responsibility and at your discretion, subject to these Terms; however, Users are usually happiest when at least the majority of their request is followed by a Talent User. If you complete a SideStage Call but do not follow the general directions and requests of the User, we will discuss with you an appropriate adjustment of the payment made to you.

d.   You agree that your contact with any User of SideStage will be limited to your interaction on the Site or in a scheduled Call and you will not attempt to communicate with the User in any way that has not been scheduled or authorized by the User.  You further agree to not request the User’s personal contact information including email, phone number or social media profiles, and you agree to not circumvent the SideStage booking process and use the Site as a way to receive interest and then book a Call directly with a User.  You further agree to not solicit other Talent Users on the Site to recruit them in connection with a business similar to SideStage.

3.    Fees and Payment

a.    Booking Fee: You set your own price for each SideStage Call and any other offering you choose to make available through the SideStage marketplace platform (e.g., Promo SideStage Calls) (each, a “Booking Fee”), provided that: (i) your price on the App for iOS must be an available Apple SKU; and (ii) where there is no identical Apple SKU, your price will be the Apple SKU that is closest to (but not less than) the price you set (e.g., a Booking Fee of US$5.00 will be adjusted to US$5.99 in the App for iOS). In addition, the Booking Fee for each SideStage Call must be at least US$5.00 per person (unless it is as otherwise agreed in writing by SideStage).

b.   Fees: Other than with respect to an expired request that you choose to fulfill (as set forth in Section 2(a)) and subject to these Terms, we will pay you 85% of the Booking Fee actually received by SideStage for each SideStage Call or other SideStage product offering that you created and delivered to fulfill to a User’s request that you accepted through our Site, except that in the case of a Booking Fee paid through the App, we will pay you 85% of the amount actually received by SideStage after subtracting any payment to or deduction by the application platform (e.g., Apple deducts a 30% commission from the Booking Fee) from the Booking Fee (“Net App Booking Fee”). In addition, if the offering permits a User to designate an additional amount as a “tip”, we will pay you 100% (unless a different percentage is agreed in writing by SideStage) of any amount designated by a User via our Site as a “tip”.  SideStage may charge users who book SideStage calls a service fee; you will not receive any share of service fee revenue that SideStage collects when users book a SideStage Call.

c.    Fees and Payment Representations and Warranties: You represent and warrant that: (i) SideStage Calls are not, and are not intended to be, covered by any guild, union, collective bargaining, or similar agreement and there will be no residual or any other type of payment due from SideStage to you, to any third party, guild, or union, or pursuant to any collective bargaining agreement, in connection with any SideStage Call, payment from us to you, or our Site; (ii) SideStage is not responsible for, and will not make any deduction to payments made to you for any fees, commissions, costs, expenses, or payments of any kind to or with respect to any third party, including any manager, agent, attorney, representative, or service provider, in connection with any revenue earned by or payments made to you in connection with our Site; and (iii) SideStage is not responsible for any contributions, payments, taxes, or deductions for Social Security, retirement benefits, unemployment insurance, annuities, or pension or welfare fund payments required by law or any labor union, or any withholding or income taxes.

d.   Payment: You agree to register with the third party payment provider selected by SideStage, which SideStage may change in its sole discretion. You may not use a payment provider other than the one selected by SideStage. You will provide the payment provider any information required in order to receive payments via the payment provider. Any payments due to you from SideStage will be made via the payment provider. If you do not provide the payment provider with all required information, you may not be able to receive the payments due to you, or payment may not arrive quickly. SideStage will not be responsible for any damages, delays, losses, costs, expenses, or liabilities arising out of or in connection with your inability to receive payments as a result of your failure to provide such information. Subject to the payment provider’s terms, payment will be made within approximately two weeks of receipt by SideStage of the Booking Fee or Net App Booking Fee (as set forth in Section 3.a). If you choose to work with our payment provider you will receive payment faster than four weeks.  You acknowledge and agree that SideStage does not operate, own, or control the payment provider; and your use of any payment provider is subject to the terms and privacy policies of that payment provider. You agree that we are not responsible for any delay, failure, damage, or liability caused by a payment provider, any other third party, a force majeure, or your failure to timely or properly set up an account with the payment provider or otherwise provide requested information for payment. Other than with respect any payment to or deduction by the application platform (as set forth in Section 3.b). SideStage will be responsible for fees, costs, and expenses incurred in connection with the payment provider selected by SideStage. Unless otherwise agreed by SideStage in writing, you acknowledge and agree that you are solely responsible for any other fees, costs, and expenses, including with respect to your bank account and foreign exchange fees. Notwithstanding anything to the contrary contained in these Terms, if SideStage, in its sole discretion, believes that any fraud, money laundering, or other violation of law or regulation is taking place on or in connection with our Site, you acknowledge and agree that we may withhold, delay, or seek repayment of any payments we believe, in our sole discretion, are related to the violation.

e.    Currency: Payments via the payment provider are in U.S. dollars unless the payment provider permits you to choose another currency and you do so.

f.     Fundraising: If you identify any entity on your booking page or elsewhere on our Site as a charitable organization or a recipient of any funds that you are raising (each, a “Charity”), you: (i) represent and warrant that you will comply with all applicable laws and regulations relating to that identification or the Charity, including making disclosures, registering, or entering into any agreement, such as a commercial co-venturer agreement; (ii) acknowledge and agree that we have the right in our sole discretion to reject your identification or the Charity; (iii) represent and warrant that the Charity is and will remain in good standing at all times the identification is used, that within 48 hours of your receipt of our request, you will provide us with written evidence of the Charity’s good standing and charitable status in all applicable jurisdictions, and that you will promptly remove the identification if the Charity ceases to be in good standing; (iv) represent and warrant that you will be responsible for making any payment to the Charity (unless we expressly agree in writing in advance to do so on your behalf and in satisfaction of our payment obligations to you under these Terms); and (v) represent and warrant that you have all rights necessary to authorize use of the Charity’s name and logo in connection with (and on) our Site, in the identification, and in any social and other media. You further acknowledge and agree that we may add a statement to your booking page disclaiming a connection between SideStage and the Charity, as we determine in our sole discretion.

4.    Talent Content

a.    License Grant to Talent Content: Our Site allows you to upload, submit, store, send, transmit, approve, and receive content and data, including your SideStage Calls and Promotional Materials (collectively, “Talent Content”). When you upload, submit, store, send, transmit approve, or receive Talent Content to or through our Site, you grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised (including social media channels and third party websites and platforms), to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes we make so that Talent Content works better with our Site or otherwise), and to use your Talent Content for the purposes of operating and providing our Site, to develop and improve our products and services, and to advertise, market, and promote our Site, products, and services, and you agree that such Talent Content may, in SideStage’s sole discretion, be used, including performed or displayed, in connection with any other elements, materials, copyrights, rights of publicity, or copyrighted materials. Please remember that third parties (including Users) may search for and see any Talent Content you submit to public areas of our Site. You agree that we may display advertising with or in connection with your Talent Content. You further acknowledge and agree that SideStage has no obligation to you in connection with any advertising displayed on or in connection with our Site (including no obligation to share any revenue received by SideStage as a result of any such advertising).

b.   License Grant to Users:

                        i.         For each SideStage Call you hereby grant to the User and the Recipient a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, and perpetual license to use, reproduce, distribute, and publicly display the SideStage Call, in each case, solely in accordance with the Site Terms, in any and all media, whether now known or hereafter invented or devised (including social media channels and third party websites and platforms).

c.    Right to Remove SideStage Calls: You acknowledge and agree that we cannot restrict the use of your SideStage Calls (including recordings of those calls) or other offerings by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) and we have no obligation to remove those uses (including from social media channels or third party websites or platforms). If we do seek to remove a SideStage Call from a social media channel or third party website or platform, we may notify you of our intent to do so. As owner of the copyright in your Talent Content, you hereby authorize SideStage to act as your agent in order to submit any DMCA notice or other demand with respect to your SideStage Calls.

d.   Licenses: Please note that the licenses granted in this Section 4 are fully-paid and royalty free, meaning we do not owe you anything in connection with the use of your Talent Content, by us, Users, or third parties (including Recipients), other than the payment set forth in Section 3. We may exercise our rights under this license anywhere in the universe. We may sublicense our rights as needed to provide and promote our Site or otherwise in accordance with these Terms, and Users may sublicense their rights subject to the Site Terms. Finally, the licenses granted in this Section 4 are perpetual, meaning that the rights granted under these licenses continue even after you stop using our Site.

e.    Talent Content Representations and Warranties: You represent and warrant that:

                        i.         you own all rights in and to your Talent Content and Feedback (defined below) and that you have the right to grant the rights described in these Terms;

                      ii.         you have paid and will pay in full any fees, royalties, or other payments that are due or may become due in connection with any use of your Talent Content and Feedback by us, Users, or third parties (including Recipients) as described in these Terms;

                     iii.         your agreement to, and provision of services under, these Terms does not violate any agreement that you may have with any third party;

                    iv.         your Talent Content and Feedback does not infringe, misappropriate, or otherwise use without necessary authorization, any intellectual property, privacy, publicity, moral, or other rights of any third party, or violate any law, regulation, or court order;

                      v.         you will not post or make publicly available any recording of a SideStage Call that the User has requested not be posted to your booking page;

                    vi.         you will not contact, respond to, or communicate with any User that you meet on or through our Site, except as expressly permitted through our Site.

                   vii.         you will not provide your contact information to any User or send merchandise or anything else to a User other than as permitted by these Terms;

                 viii.         you will not edit, change, modify, or remove the watermark from any recording of a SideStage Call or assist or encourage any third party to do so;

                    ix.         you will not ask us for permission or to assist you with the actions prohibited by Sections 4.e(vi) through 4.e(ix)); and

f.     Treatment of Talent Content: Any Talent Content is non-confidential, non-proprietary, and must not contain or include any information which you do not have the right to disclose or that you do not wish to be disclosed. We will not be responsible or liable for any use or disclosure of Talent Content, including any personal information included in that Talent Content. You acknowledge and agree that your relationship with us is not a confidential, fiduciary, joint-venture, employer/employee, agency, or other type of special relationship, and that your decision to participate in our Site or submit any Talent Content does not place us in a position that is any different from the position held by members of the general public, including with regard to your Talent Content. None of your Talent Content will be subject to any obligation of confidence by us, Users, or third parties (including Recipients), and we will not be liable or responsible for any use or disclosure of any Talent Content.

g.   Refusal and Removal of Talent Content: We may refuse to accept or transmit Talent Content for any reason without notice to you. We may remove Talent Content from our Site for any reason without notice to you.

h.    Cancellation of Site Account: If you cancel your Site account, you may, on at least three business days’ advance written notice to us, request that we no longer include your SideStage Calls on our Site and that we not make any new public use of them. As noted in Section 4.c, we have no obligation as to any use of your SideStage Calls by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) (including from social media channels or third party websites or platforms).

5.    Ownership

a.    Other than Talent Content, we or our licensors own all right, title, and interest in and to: (i) our Site and the “look and feel” of our Site, including all software, ideas, processes, data, text, media, and other content available on our Site (individually, and collectively, “SideStage Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site, SideStage Content, and Marks are each protected under U.S. and international laws. You may not duplicate, copy, or reuse any portion of SideStage Content or use the Marks without our prior express written consent. You acknowledge and agree that each request or message from a User is a Submission (as defined in the Site Terms) owned by the User who created it.

b.   SideStage desires to avoid the possibility of misunderstandings if a project developed by us, our employees, or our contractors might seem similar to material submitted to us by you or a third party. To the extent you submit any ideas, suggestions, proposals, plans, or other materials related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that SideStage has no obligation (including of confidentiality or privacy) with respect to your Feedback, and you grant to SideStage a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes), and otherwise use and exploit in any manner (including commercially), any and all Feedback.

c.    You hereby waive any and all moral rights or “droit moral” that you may have in Talent Content or Feedback, and you represent and warrant that no third party has any moral, “droit moral” or other rights in the Talent Content or Feedback.

6.    Additional Terms

Some products or services offered through the Site may have additional terms and conditions (“Additional Terms”). If Additional Terms apply, we will make them available for you to read in connection with that product or service. By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that all or some of these Terms don’t apply.

7.    Eligibility

a.    Age: You must be at least 16 years old to use our Site. If you are a minor or under the age of majority in your state of residence, your parent or legal guardian must agree to these Terms on your behalf and you may access and use our Site only with permission from your parent or legal guardian.

b.   National College Athletic Association (“NCAA”) and Other Amateur Organizations: If you are or may become subject to NCAA rules and regulations or those of any other association, group, authority or organization, you represent and warrant that you have checked the rules and regulations to verify and confirm that your participation on our Site does not or will not affect your current or future eligibility with respect to any such association, group, authority or organization.

c.    Eligibility Representations and Warranties: You represent and warrant that:

                        i.         you have not been prohibited from using or accessing any aspect of our Site by us or pursuant to any applicable law or regulation;

                      ii.         you will comply with all applicable terms of any third party payment provider we select, and you are not on a prohibited list of that payment provider;

                     iii.         if you include an animal in any SideStage Call, you will cause no harm to the animal and will comply with all applicable laws and regulations;

                    iv.         you (and any Site account that you created or control) have not been previously banned or removed from our Site for any reason; and

                      v.         you are not a convicted sex offender.

d.   Export Control: You may not use, export, import, or transfer any part of our Site except as authorized by United States law, the laws of the jurisdiction in which you use or access our Site, or any other applicable laws. In particular, but without limitation, no part of our Site may be exported or re-exported: (i) into any country embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Site, you represent and warrant that: (x) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (y) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use our Site for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by SideStage are subject to the export control laws and regulations of the U.S. You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer SideStage products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.

8.    Copyright and Intellectual Property Policy

a.    Digital Millennium Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Site for repeat infringers. If you believe that your material has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:

                        i.         your address, telephone number, and email address;

                      ii.         a description of the work that you claim is being infringed;

                     iii.         a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;

                    iv.         a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law”;

                      v.         an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and

                    vi.         a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Copyright Agent:

saambaa LLC
c/o SideStage Group
550 West B Street, 4th Floor
San Diego, CA 92101
hello@SideStage.com

If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to our Copyright Agent.

b.   Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.

9.    Privacy

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data. By using our Site, you agree to our Privacy Policy.

10.                  Third Party Content and Interactions

Our Site may contain features and functionalities that link to or provide you with access to third party content, that is completely independent of SideStage, including SideStage Calls, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. Your interactions with third parties, including Users, on or through our Site, are solely between you and the third party; however, SideStage may, in its sole discretion, intercede and you will reasonably cooperate with SideStage if it does so. You acknowledge and agree that SideStage will not be responsible for any damages, losses, costs, expenses, or liabilities incurred as the result of such interactions, including any requests or Submissions from Users. You agree to contact Users about matters relating to our Site only through the Site. You hereby release each SideStage Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such interactions or our Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

11.                  Business Relationship with SideStage

a.    You and SideStage agree and declare you and SideStage are in a direct business relationship and the relationship between the parties, including these Terms, is solely an independent contractor relationship. It is the parties’ express intent that their relationship be interpreted and held to be that of independent contractor for all purposes. You acknowledge and agree that you are not a joint venturer, franchisee, partner, agent, or employee of SideStage, and will not represent yourself as such. As an independent contractor using our platform to provide marketing, artistic, writing, and photography services to Users, you are solely and exclusively responsible for determining the manner, method, details, and means of your performance under these Terms and you acknowledge and agree that we do not control those elements of your performance. You also retain the option to accept, decline, or ignore any User request. We have no right to, and will not, control the manner or determine the method of accomplishing your performance. You represent and warrant that you are customarily engaged in an independently established trade, occupation, or business.

b.   You represent and warrant that as between SideStage and you (whether a Talent User, parent or legal guardian of a Talent User, an Organization, Affiliated Talent, SideStage Partner, or otherwise), you assume sole liability for and will pay or cause to be paid all applicable contributions, payments, taxes, and deductions for Social Security, retirement or other benefits, healthcare insurance, unemployment insurance, annuities, pension and welfare fund payments required by law, regulation, or any labor union, and all withholding and income taxes, and make any reports required as a result of participation on our Site under these Terms.

c.    You will use your own equipment to perform your obligations under these Terms.

d.   You are solely responsible for making any disclosure required by any applicable law, regulation, court order or any agreement you may have with any third parties to any person or entity regarding your performance under these Terms.

e.    Your relationship with SideStage is non-exclusive, meaning that you may provide similar services to third parties, including SideStage’s competitors, and you may engage in other business or employment activities. Similarly, we can and do engage third parties to provide services similar to those that you may provide under these Terms.

12.                  Links

Our Site may contain links to social media platforms or third party websites. You acknowledge and agree that: (a) the link does not mean that we endorse or are affiliated with the platform or website; and (b) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the platform or website. You should always read the terms and conditions and privacy policy of a platform or website before using it.

13.                  Changes to our Site

You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.

14.                  Termination and Reservation of Rights

You may cancel your Site account at any time by contacting a member of the SideStage team at hello@SideStage.com. We reserve the right to terminate access to our Site to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms, your permission to use our Site automatically terminates.

15.                  Disclaimers and Limitations on our Liability

a.   You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the SideStage Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.

b.   In particular, the SideStage Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third party website linked to or integrated with our Site. You acknowledge and agree that the SideStage Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content or the use of any content posted or shared through our Site.

c.   You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including a User request, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a SideStage Call, will create any warranty not expressly made by us.

d.   You acknowledge and agree that when using our Site or performing a SideStage Call, you will be exposed to content and behavior from a variety of sources, and that SideStage is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content and behavior. You further understand and acknowledge that you may be exposed to content and behavior that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and do hereby waive, any legal or equitable rights or remedies you have or may have against any SideStage Party with respect thereto.

e.   To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any SideStage Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not SideStage has been advised of the possibility of such damages.

f.     To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by SideStage from you during the 12 months preceding the claim giving rise to such liability.

g.   Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.

h.   You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between SideStage and you.

16.                  Indemnification

You agree to indemnify, defend, and hold harmless SideStage and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, and licensors (each, a “SideStage Party, “ and collectively, “SideStage Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature, arising from, out of, in connection with, or relating to: (a) these Terms; (b) use of our Site; (c) your negligence, misconduct, or fraud; (d) any action or inaction by you or anyone acting on your behalf; (e) any Organization or Affiliated Talent; (f) any Charity; (g) your status as a parent or legal guardian of a Talent User; (h) Talent Content; (i) Feedback; (j) your eligibility with the NCAA or any other association, group, authority, or organization referenced in Section 7.b; or (k) your participation in the Referral Program. SideStage may select counsel and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.

17.                  Arbitration Agreement and Waiver of Certain Rights

a.    Arbitration: You and SideStage agree to resolve any disputes between you and SideStage through binding and final arbitration instead of through court proceedings. You and SideStage each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and SideStage relating to these Terms or our Site (each a “Claim,” and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

b.   Costs and Fees: If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, SideStage will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

c.    No Preclusions: This arbitration agreement does not preclude you or SideStage from seeking action by federal, state, or local government agencies. You and SideStage each also have the right to bring any qualifying Claim in small claims court. In addition, you and SideStage each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

d.   No Class Representative or Private Attorney General: Each of you and SideStage agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general; or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or SideStage). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

e.    Severability/No Waiver/Survival: If any provision of this Section 17 is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 17 will continue in full force and effect. No waiver of any provision of this Section 17 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 17 will survive the termination of your relationship with SideStage.

f.     30-Day Opt-Out Right: You have the right to opt out of the provisions of this Arbitration Agreement by sending, within 30 days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt out to the following address: saambaa LLC, c/o SideStage Group, 550 West B Street, 4th Floor, San Diego, IL 92101. Your notice must include your name and address, any usernames, each email address you have used to set up an account on our Site, and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

g.   LIMITATIONS: This Section 17 limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA rules, and the right to certain remedies and forms of relief. In addition, other rights that you or SideStage would have in court may not be available in arbitration.

18.                  Other Provisions

a.    Force Majeure: Under no circumstances will any SideStage Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, pandemics, etc.), unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any SideStage Party.

b.   Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Site will be filed only in the state or federal courts located in San Diego, California. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

c.    Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.

d.   No Waiver or Amendment: The failure by SideStage to enforce any right or provision of these Terms will not prevent SideStage from enforcing such right or provision in the future and will not be deemed to modify these Terms.

e.    Assignment: SideStage may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.

f.     Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.

19.                  Changes to these Terms

We may change these Terms. If we do, we will post the revised Terms on our Site and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Site after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.

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Talent Acceptable Use Policy

Last Updated: June 4, 2020

Your use of our Site (collectively, the SideStage™ website, mobile application (“App”), and services we provide through them) is governed by this Acceptable Use Policy. Terms that are defined in the Site Terms of Service or Talent Terms of Service will have the same meaning in our Acceptable Use Policy.

You are responsible for your use and performance on any SideStage Call, your Site account, our Site, and any Submission (if you are a Site user) or Talent Content (if you are a Talent User). Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful.

1.    You represent and warrant that:

a.    you will not use a false identity or provide any false or misleading information;

b.   you will not create an account if you (or any Site account that you created or controlled) have previously been removed or banned from our Site;

c.    you will not use or authorize the use of any SideStage Call for any purposes other than: (i) the specific limited purposes set forth in the Site Terms; (ii) those set out in any applicable Additional Terms; or (iii) if you are a Talent User, those set out in any other written agreement; and

d.   you will not:

                                          i.         violate any law, regulation, or court order;

                                        ii.         violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or "droit moral," or other legal rights of any third party;

                                       iii.         take any action (even if requested by another) that is, or submit, post, share, or communicate anything that is, or that incites or encourages, action that is, explicitly or implicitly: illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity);

                                      iv.         send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;

                                        v.         engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from our Site, including from any user of our Site;

                                      vi.         transmit any virus, other computer instruction, or technological means intended to, or that may, disrupt, damage, or interfere with the use of computers or related systems;

                                     vii.         stalk, harass, threaten, or harm any third party;

                                   viii.         impersonate any third party;

                                      ix.         participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud;

                                        x.         use any means to scrape or crawl any part of our Site;

                                      xi.         attempt to circumvent any technological measure implemented by us, any of our providers, or any other third party (including another user) to protect us, our Site, users, Recipients, or any other third party;

                                     xii.         access our Site to obtain information to build a similar or competitive website, application, or service;

                                   xiii.         attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide our Site; or

                                   xiv.         advocate, encourage, or assist any third party in doing any of the foregoing.

For clarity, your use of any SideStage Call includes use anywhere (on our Site or otherwise).

2.    Investigations:

You acknowledge and agree that we are not obligated to monitor access to or use of our Site by you or third parties (including monitoring any SideStage Call, Talent Content, Submission, or Feedback), but we have the right to do so to operate our Site; enforce this Policy or our Terms; or comply with applicable law, regulation, court order, or other legal, administrative, or regulatory request or process; or otherwise.