Terms of ServiceLast updated: March 13, 2019
These Terms of Service are a legal agreement between Lumin Arts Inc. (“Lumin”, “we” or “us”) and you. You should read all the terms within before indicating acceptance. These Terms of Service apply to the use of our online platform known as “Stagehand™”, and any updates, upgrades, supplement, new features that we may introduce from time to time. If new terms accompany any of those updates, upgrades, supplements or new features, then those terms will apply. By using the Stagehand™ service and software, you accept these terms. If you do not accept them, do not use the Stagehand™ service. You are bound by these Terms of Service even if you do not read all the terms.
- “Artist” means an artist who is a User of the Services.
- “Personal Information” means all personal information about an identifiable individual that is input by Users (but excluding business contact information and User Content) through the use of the Services.
- “Services” means the Stagehand™ online software platform that connects Artists and Venues and that provides event information to Users that may be an audience for Artists at the Venues. The term “Services” also includes Lumin’s database structure, database analysis system that includes, without limitation, content that we have uploaded or input, Lumin’s proprietary software, algorithms, formulas, methods, processes (including any enhancements, modifications, and derivative works thereto), all links to external applications or third party services, hardware (including servers), any associated offline components, and all updates thereto, that provide the Stagehand™ application to you over the internet, any new features and tools that we may introduce from time to time under these terms, and any mobile application that might be launched by us in the future. The term “Services” specifically excludes all User Content and Personal Information.
- “User Content” means content and data (other than Personal Information) that Users may generate or input through use of the Services, including Artist information provided through electronic press kits, Venue information, event information, statistics, business information, comments, ratings, reviews, or other content that the Services permits Users to generate.
- “Users”, “you” and “your” refer to any Users of the Services, including Artists and Venues.
- “Venue” means the owner or operator of the location or premises where an event involving an Artist is scheduled to occur, and who is a User of the Services.
- “Website” means www.stagehand.app.
- Your Access: Some areas of our Website are accessible without an account. If you access areas of the Website without an account, you are still bound by these Terms of Service. For some Users such as Artists and Venues to access other features of the Services, you will be required to register and create an account. If you register and create an account, you are responsible for maintaining the confidentiality of your account information and password. You are responsible for all uses of your account. You agree to immediately notify us of any unauthorized use of your account.
- Grant of License: Users have a limited, revocable, non-exclusive license to access and use the Services in accordance with this Agreement. By using the Services, you grant to us a nonexclusive right and license to host, publish and retain archived back-ups of User Content and Personal Information that you input or submit to us.
- Important Information About Our Services: We provide a platform to connect Artists and Venues, and to permit Artists and Venues to collaborate and record their transactions related to different events, depending on the type of account they may hold. The Services also permit Users to search for User Content, including information about Artists and Venues, and related event information.
Artists and Venues are independent from us, and not agents or employees of ours. Even though we capture and provide a record of transactions, we are not a party to those transactions. Similarly, other Users who post User Content are independent from us, and are not agents or employees of ours.
We merely provide a platform to allow Users, including Artists and Venues, to collaborate and enter into transactions, and we allow Users to interact with User Content.
- Disputes Between Users: Any disputes between Users (including disputes between Artists and Venues), must be settled between the Users. We assume no responsibility for any direct or indirect loss, damage, defect, injury, death or expense relating to any use of the Services, including but not limited to damage to property located at the Venue that is caused by an Artist, or injuries sustained by Artists that occur while the Artist is onsite at the Venue or that are attributable to the Artist’s attendance at the Venue.
- Termination Rights: This Agreement may be terminated in either of the following circumstances:
- By Us: In the event you breach this Agreement or any other agreement with us, we may suspend or terminate your account and your access to the Services. We may also suspend or terminate your account in the event the account is inactive for a period of more than six months from the date of last use, and we may suspend or terminate the account, delete the event listings, and de-list any Artist or Venue who breaches a payment obligation, who provides deficient or unsatisfactory services to Users, or whose conduct or listings do not conform to this Agreement or our acceptable use standards, in our sole discretion, or
- By You: You may terminate your account and cease use of the Services at any time.
- User Content: As an authorized User, you may input User Content as part of your use of the Services, as the Services permit. We claim no rights in the User Content of any individual User. You represent and warrant that: (a) such User Content is complete and accurate, (b) you have rights to input the User Content, (c) such User Content will not infringe the rights (including intellectual property and privacy rights) of others, and (d) such User Content will comply with our acceptable use standards. You are responsible for all User Content that you generate and/or input. We reserve the right to remove or correct User Content if we receive notice of corrections, or if any User Content contravenes our acceptable use standards. We also reserve the right to suspend or terminate the account, and delete the listing, of any User whose conduct or User Content does not conform to this Agreement or our acceptable use standards, in our sole discretion.
- Acceptable Use: The Services may be used only for authorized purposes by Users who have agreed to this Agreement. You must comply with all applicable federal, provincial, state (as applicable) and local laws and regulations in association with your use of the Services. You must also abide by our acceptable use standards, and any acceptable use policy published by us from time to time. You may not:
- post, input or upload any User Content that is vulgar, obscene, contains explicit or graphic descriptions or accounts of sexual acts or sexual language of a violent or threatening nature or constitutes hate speech or child pornography under applicable law, or as determined by us, in our sole discretion;
- threaten bodily harm, destruction of property or otherwise engage in harassment;
- transmit, post, store, link or distribute any threatening, abusive, harassing, defamatory, libelous, deceptive or fraudulent information or information that is invasive of another's privacy, or infringes another’s rights;
- transmit, post, store, link or distribute material that victimizes, harasses, degrades, threatens to harm or intimidates an individual or group of individuals, including without limitation minors, on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability;
- reverse engineer, decompile or otherwise attempt to decipher any code or any portion of the Services for any purpose;
- use the output of the Services for any purpose other than as permitted under this Agreement;
- delete or revise any portion of our Services;
- distribute, sell, lease, transfer, assign, trade, rent, publish or license the Services as a stand-alone service to others;
- engage in linking or framing of any portion of our Website;
- aggregate, scrape, harvest or duplicate any portion of our Services, including any personal or contact information, or use such personal or contact information for any secondary marketing purposes or unsolicited mass e-mail, or any purpose inconsistent with the stated purposes;
- corrupt, falsify or distort any User Content or Personal Information or upload, post or submit User Content that infringes any copyright, or other intellectual property rights, or offends privacy rights, or otherwise offends the standards set by us from time to time; or
- copy, misuse or duplicate the layout and design of our Website, or the underlying code and database structures, or any of our trade-marks.
- Intellectual Property Rights: We retain all right, title, and interest in and to the Stagehand™ software application and platform that is used to provide the Services, including without limitation all software (object and source code) used to provide the Services, all graphics, user interfaces, logos, and trademarks used in association with the Services, all linkages to external applications or third party services, all intellectual property rights, trade secrets, know-how related to the Services, and all methods, processes, algorithms and databases provided through the Services. This Agreement does not grant you any intellectual property license or rights in or to the Stagehand™ software application or any of its components. STAGEHAND™ is a trademark belonging to Lumin Arts Inc. All other company names and logos displayed on our Website may be trade-marks of their respective owners.
- Representations: Lumin represents that it is the owner of the Services and of each component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. Lumin’s representations in the preceding sentence do not apply to use of the Service in combination with hardware or software not provided by Lumin, or in a manner not authorized by Lumin under this Agreement. In the event of a breach of the representation in this Section 13, Lumin, at its own expense, will promptly take the following actions: (a) secure for you the right to continue using the Services; (b) replace or modify the Services to make them non-infringing; or (c) terminate the infringing features of the Services and refund to you any prepaid fees for such features. The preceding sentence states Lumin’s sole obligation and liability, and your sole remedy, for breach of the representation in this Section 13 and for potential or actual intellectual property infringement by the Services.
You represent that: (a) you have the full right and authority to enter into, execute, and perform your obligations under this Agreement, (b) you have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow Lumin to perform its obligations) in connection with the use of the Services, (c) no pending or threatened claim or litigation known to you would have a material adverse impact on your ability to perform as required by this Agreement; (d) you have accurately identified yourself and you have not provided any inaccurate information about yourself to Lumin; (e) you are a corporation or another legal entity authorized to do business or conduct charitable activities pursuant to applicable law, an individual with the legal capacity to enter into a contract, or the sole proprietorship of such an individual, (f) to the best of your knowledge, your use of the Service will not cause or require Lumin to violate any applicable law, rule, regulation, opinion, or industry guidelines; and (g) you have provided, if applicable or required, proper notice and secured proper consent for the collection and use of Personal Information in connection with the use of the Services
- Lumin Indemnification: Pursuant to Section 13, Lumin agrees to indemnify you against any losses or damages finally awarded against you, and your reasonable legal costs related thereto, incurred in connection with a third party claim alleging that your use of the unaltered Services infringes or misappropriates any U.S. or Canadian patent, copyright, or trade secret of such third party.
- User Indemnification: You will defend, indemnify, and hold harmless Lumin and Lumin’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns from any and all liabilities, costs, claims and expenses, including reasonable legal fees, relating to any third party claim, suit, or proceeding arising out of or related to your use of, misuse of, or failure to use the Services, including without limitation: (a) the uploading, posting or submission of any User Content or Personal Information by you or Users of your account, (b) any breach by you of any representation or warranty, or (c) any other breach by you of this Agreement, or (d) violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Services through your account. Your obligations set forth in the preceding sentence include retention and payment of attorneys and payment of court costs, as well as settlement at your expense and payment of judgments. Lumin will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations.
- General Disclaimers: While we strive for accuracy and completeness, we do not provide any guarantee or warranty with respect to the Services. We expressly disclaim any and all liability in connection with our Services. WE ASSUME NO RESPONSIBILITY TO YOU OR ANY THIRD PARTY FOR ANY ERRORS OR OMISSIONS OF ANY KIND IN THE USER CONTENT, AND DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO THE USER CONTENT, PERSONAL DATA, OUR SERVICES, UPTIME OR AVAILABILITY OF OUR SERVICES, AND TO ANY MATTER RELATING TO OUR WEBSITE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND/OR CONDITIONS OF NON INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACCEPT THE SERVICES “AS IS” AND AS AVAILABLE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LUMIN DOES NOT REPRESENT THAT THE SERVICES OR SYSTEM ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU UNDERSTAND THAT THE TECHNICAL PROCESSING AND TRANSMISSION OF ELECTRONIC COMMUNICATIONS IS ESSENTIAL TO YOUR USE OF THE SERVICES AND SYSTEM. YOU CONSENT TO LUMIN’S INTERCEPTION AND STORAGE OF USER CONTENT AND PERSONAL INFORMATION AND OF ELECTRONIC COMMUNICATIONS TO AND FROM YOU AND OTHER USERS. SUCH INTERCEPTION AND STORAGE WILL INVOLVE TRANSMISSION OVER THE INTERNET AND OVER VARIOUS NETWORKS THAT ARE NOT OWNED, OPERATED, OR CONTROLLED BY LUMIN. CHANGES TO USER CONTENT AND PERSONAL INFORMATION MAY OCCUR IN ORDER TO CONFORM AND ADAPT USER CONTENT AND PERSONAL INFORMATION TO THE TECHNICAL REQUIREMENTS OF CONNECTING NETWORKS AND/OR DEVICES. WHEN COMMUNICATED ACROSS THE INTERNET, NETWORK FACILITIES, AND TELEPHONE OR OTHER ELECTRONIC MEANS, ELECTRONIC COMMUNICATIONS MAY BE ACCESSED BY UNAUTHORIZED PARTIES. LUMIN IS NOT RESPONSIBLE FOR ANY DELAY, LOSS, ALTERATION, OR INTERCEPTION OF ELECTRONIC COMMUNICATIONS AND/OR USER CONTENT AND PERSONAL INFORMATION. YOUR DECISION TO USE THE SERVICES IS NOT CONTINGENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES OR MADE IN RELIANCE ON ANY ORAL OR WRITTEN STATEMENTS MADE BY LUMIN REGARDING FUTURE FUNCTIONALITY OR FEATURES. TO PERFORM OUR OBLIGATIONS UNDER THIS AGREEMENT, LUMIN MAY USE INFORMATION FURNISHED BY YOU WITHOUT ANY INDEPENDENT INVESTIGATION OR VERIFICATION, AND LUMIN IS ENTITLED TO RELY UPON THE ACCURACY AND COMPLETENESS OF SUCH INFORMATION. YOUR USE OR RELIANCE ON THE SERVICES IS AT YOUR OWN RISK.
- RELEASE AND LIMITATION OF LIABILITY: IN THE EVENT OF AN ALLEGED OR ACTUAL LOSS OR CLAIM BY YOU, YOU SHALL RELEASE AND WAIVE ANY CLAIMS AGAINST US. IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES, LIABILITIES, COSTS, CLAIMS OR EXPENSES, WHATSOEVER, INCLUDING DIRECT, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE THE SERVICES, OR THE PERFORMANCE OF THIS WEBSITE OR THE USER CONTENT AVAILABLE OR REFERRED TO ON THIS WEBSITE, OR ANY OTHER WEBSITE YOU MAY ACCESS THROUGH THIS WEBSITE, WHETHER ARISING UNDER BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, YOU AGREE THAT OUR AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNT OF THE FEE, IF ANY, PAID BY YOU OR THE CORPORATE ENTITY UNDER WHOM YOU ACCESS THE SERVICES, OR THE AMOUNT OF TEN DOLLARS ($10), WHICHEVER IS GREATER.
- Jurisdiction and Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta, Canada and the federal laws applicable therein. In the event of any dispute arising under this Agreement, you agree to submit to the jurisdiction of the courts in the Province of Alberta, Canada.
- Downtime: The Services may experience temporary downtime as we perform routine maintenance or updates.
- Linked Sites: Links available on our Website may link to third-party websites not maintained or controlled by us and we provide these links for your convenience, and we are not responsible for the contents of any linked website.
- Changes: Changes to this Agreement may be made from time to time by us, and the modified form of the Agreement will take effect after posting on our Website. Continued use of the Services after the effective date will indicate your acceptance of the amended terms. No amendment shall apply to any dispute of which we had actual notice on the date of amendment, or to any dispute which arose prior to the date of amendment. To improve our systems, we reserve the right to change or remove any of our content, functionality or features from the Services, in whole or in part, at our sole discretion, at any time, without notice.
- Survival: All terms which require performance by the parties after the expiry or termination of this Agreement, will remain in force despite this Agreement's expiry or termination for any reason.
- Miscellaneous: You may not assign or transfer the rights granted to you under this Agreement without our prior written consent. We may assign this Agreement to a third-party upon written notice to you. This Agreement constitutes the entire Agreement between us and you with respect to your use of the Services. Any failure by us to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. If any of the terms and conditions of this Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions. The parties have required that this Agreement and all related documents be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais. This Agreement may be agreed to by electronic acceptance.