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StageDirect Legal



THE STAGEDIRECT NETWORK'S

TERMS OF USE AGREEMENT

(Last Modified January 11, 2002)

Thank you for your interest in the STAGEDIRECT Network. Please read this page in its entirety as it explains your rights and responsibilities. You must agree, without modification, to accept the following terms of use ("Agreement") between you and StageDirect, Inc., an Oregon corporation ("STAGEDIRECT"). Your use of the STAGEDIRECT Network constitutes a full and complete acceptance of the terms of this Agreement. For purposes of this Agreement, the term STAGEDIRECT Network means STAGEDIRECT's Web sites, including, without limitation, www.stagedirect.com, and www.stagedirect.net, as well as any other Web sites that may now or hereafter contain an authorized STAGEDIRECT branded area or window (collectively, "STAGEDIRECT Network").

I. Subsequent Revisions to Agreement

STAGEDIRECT may periodically revise the terms of this Agreement by updating this page. You agree to be bound by subsequent revisions to this Agreement. Accordingly, you should periodically visit this page to review the current terms of use.

II. All Rights Reserved

STAGEDIRECT reserves all right, title, and interest not expressly granted under this Agreement.

Copyright. All content, which includes, without limitation, text, graphics, logos, button icons, images, video and audio clips, articles, media files, reviews, software, and source code (collectively, "Content"), on the STAGEDIRECT Network is subject to copyright protection and may not be displayed, reproduced, distributed, modified, or used in any other manner except with the written permission of STAGEDIRECT and its Content providers.

Trademark. The names or services on the STAGEDIRECT Network, including, without limitation, "STAGEDIRECT," are trademarks or registered trademarks of STAGEDIRECT. Other names or services on the STAGEDIRECT Network may be the trademarks of the respective owners. You agree not to use any STAGEDIRECT trademarks or any confusingly similar marks for any purpose without the express prior written consent of STAGEDIRECT in each instance.

Violations may result in severe civil and criminal penalties.

III. Use of Material

STAGEDIRECT authorizes you to access and use the Content solely for your personal, non-commercial use. You may not sell or modify the Content, and you may not reproduce, display, publicly perform, distribute, or otherwise use the Content in any way for any public or commercial purpose. As an express condition of your use of the STAGEDIRECT Network, you warrant to STAGEDIRECT that you will not use the STAGEDIRECT Network for any unlawful purpose or purpose prohibited by this Agreement. If you violate any part of this Agreement, your permission to use the Content automatically terminates and you must immediately destroy any copies you have made of any of the Content. STAGEDIRECT makes no representation that the Content is legal or appropriate for use outside of the United States or that it is authorized for export from the United States or import into any other country. You are solely responsible for complying with all import and export laws and regulations and all applicable laws of any jurisdiction outside of the United States from which you may access the STAGEDIRECT Network.

IV. Your Account

If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. STAGEDIRECT does not sell products for children, but it sells them to adults, who can purchase with a credit card. If you are under 18, you may use the STAGEDIRECT Network only with the involvement of a parent or guardian. STAGEDIRECT and its affiliates reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion.

V. Your Use of the STAGEDIRECT Network Is at Your Own Risk

The STAGEDIRECT Network may contain inaccuracies or typographical errors. STAGEDIRECT makes no representations about the accuracy, reliability, completeness, or timeliness of the Content or about the results to be obtained from using the STAGEDIRECT Network or the Content. Your use of the STAGEDIRECT Network, including, without limitation, the services and information, contained therein, is on an "as is" basis and is at your own risk. STAGEDIRECT may make changes in the Content at any time.

Disclaimer of Liability. STAGEDIRECT, ITS RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, ACCOUNTANTS, ATTORNEYS, AGENTS, AFFILLIATES, SUBSIDIARIES, SUCCESSORS, AND ASSIGNS (COLLECTIVELY THE "STAGEDIRECT GROUP") SHALL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF OR CONNECTED WITH (I) YOUR USE OF THE STAGEDIRECT NETWORK AND (II) ANY OTHER SUBJECT MATTER OF THIS AGREEMENT.

The StageDirect Group Makes No Representations or Warranties. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE STAGEDIRECT GROUP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT OR OTHERWISE WHICH WOULD EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT.

STAGEDIRECT DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM STAGEDIRECT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Third Party Links. The STAGEDIRECT Network may contain links to Web sites ("Third Party Web Sites") operated by parties other than STAGEDIRECT and STAGEDIRECT may license Content from the STAGEDIRECT Network for use by Third Party Web Sites. The StageDirect Group makes no representation or endorsement of the Third Party Web Sites and you access them at your own risk.

Use Of Web Communities At Your Own Risk. The STAGEDIRECT Network may contain bulletin board services, chat areas, news groups, forums, communities, and other message and communication facilities, including, without limitation, the Virtual Audition Room ("Communities").

STAGEDIRECT does not control the files, images, information, or messages (collectively, "Information") delivered to or displayed in the Communities, unless otherwise noted therein, and STAGEDIRECT assumes no duty to, and does not, monitor or endorse Information within the Communities, nor does STAGEDIRECT represent or guarantee the truthfulness, accuracy, or reliability thereof or that the Information complies with the terms of this Agreement. STAGEDIRECT reserves the right at all times to edit, refuse to post, or to remove any Information, in whole or part, that STAGEDIRECT deems inappropriate for inclusion in the Communities, including, without limitation, any Content contained within the Virtual Audition Room. STAGEDIRECT reserves the right to expel you from or suspend your access to some or all of the Communities for violating the law or this Agreement. The Communities are public and not private communications and may be read by others without your knowledge or permission. Although a particular Community may have a policy of limited membership or access, STAGEDIRECT shall have no liability if unauthorized persons nevertheless obtain access to the Community. Your use of the Communities is at your own risk, so be careful about disclosing your personal information.

When using the Communities you may not do any of the following:

  1. Restrict or inhibit any other user from using and enjoying the Communities;
  2. Post or transmit any abusive, hateful, defamatory, indecent, libelous, obscene, pornographic, profane, threatening, harassing, embarrassing, unlawful, vulgar, or other information of any kind that violates applicable law or regulation or which harms minors in any way, including, without limitation, information that constitutes the following:

    Infringement. Information that violates or infringes upon the copyright, literary, privacy, publicity, trademark, service mark, or any other personal or property right of any person or entity or which discloses any trade secret or confidential information.

    Software. Software or materials that contain a virus, corrupted files, or similar programs that may damage the operation of another's computer or the STAGEDIRECT Network.

  3. Post advertisements of solicitations of business, except in areas expressly designated for such purposes and in accordance with the express rules and regulations established by STAGEDIRECT.
  4. Post chain letters or pyramid schemes or impersonate another person.
  5. Manipulate headers or identifiers so as to disguise the origin or content of any posting.
  6. Do any act which interferes with or slows the operation of the STAGEDIRECT Network.

STAGEDIRECT may condition your right to participate in the Communities on your furnishing to STAGEDIRECT and keeping updated at all times such personal identifying information as STAGEDIRECT may reasonably require, including, without limitation, your true name and a current, active e-mail address. STAGEDIRECT reserves the right to suspend or terminate your access to some or all of the Communities if STAGEDIRECT has a good faith basis for believing that any of the information you have supplied is inaccurate or that your account is being used by anyone other than you to access the Communities.

By posting material to the Communities, you automatically grant to STAGEDIRECT a royalty-free, perpetual, irrevocable non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, display, and otherwise exploit such material and all elements thereof alone or as part of other works in any form, media, or technology, whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicenses, all without any obligation to you, whether by way of compensation, attribution, or otherwise.

VI. Miscellaneous

Use of Information: Subject to such privacy policies as STAGEDIRECT may establish and post on the STAGEDIRECT Network from time to time, STAGEDIRECT may use the information it obtains relating to you, including, without limitation, your IP address, name, mailing address, e-mail address and use of the STAGEDIRECT Network for its internal business and marketing purposes and such information may be disclosed to third parties for such purposes and for any other purposes set forth in STAGEDIRECT's privacy policy.

Choice of Law and Forum. This Agreement, its interpretation, performance or any breach thereof, will be construed in accordance with, and all questions with respect thereto will be determined by, the laws of the State of Oregon applicable to contracts entered into and wholly to be performed within that state. You hereby consent to the personal jurisdiction of the State of Oregon, acknowledge that venue is proper in any state or Federal court in the State of Oregon, agree that any action related to this Agreement must be brought in a state or Federal court in the State of Oregon, and waive any objection you may have in the future with respect to any of the foregoing. Notwithstanding the foregoing, STAGEDIRECT reserves the right to commence an action in your home state with respect to this Agreement.

Indemnity. You agree to defend, indemnify, and hold harmless STAGEDIRECT, its licensees, successors, and assignees, its Content providers, advertisers and sponsors, the parent, affiliated and subsidiary companies of each of them and the officers, directors, employees, and agents of each of them from and against any and all third party claims, damages, liabilities, costs, and expenses, including reasonable legal fees and expenses, arising out of or related to any breach by you of this Agreement, any material which you may post to the Communities, or any use of the Content by you or under your control.

Severability. If any provision of this Agreement, or application thereof, shall be held invalid by a court of competent jurisdiction, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

Use of "You" or "Your". The words "you" or "your" shall also mean heirs, executors, administrators, successors, legal representatives, and permitted assigns.

Waiver. Any waiver of any provision of this Agreement must be in writing and signed by an authorized representative of STAGEDIRECT.

Copyright Complaints. If you believe that your work has been copied and is accessible on the STAGEDIRECT Network in such a manner as to constitute copyright infringement, you may notify STAGEDIRECT by providing STAGEDIRECT's copyright agent with the following information:

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  2. A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work
  3. Your address, telephone number, and email address;
  4. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  5. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

STAGEDIRECT's agent for notice of claims of copyright infringement on the STAGEDIRECT Network may be reached as follows:

By mail:

Master Of Content
2257 N.W. Raleigh
Portland, OR 97210

Telephone: 503-274-1373

By email: MasterOfContent@stagedirect.com.

Printed Agreement. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.