Revised: August 10, 2023
This TheStage AI Service Agreement (“Agreement”) has been formed between TheStage AI Foundation (hereby referred to as “TheStage AI,” “Company,” “we,” “our,” or “us”) and the Customer (addressed here as “Client”, “Customer”, “you”, or “your”). This Agreement stipulates the conditions overseeing your utilization of our Services. It becomes active when the Customer registers, accepting these terms, or when you begin using our Services, whichever is earlier (known as the "Start Date"). You assure us of your legal capacity to enter into agreements. If you're endorsing this Agreement on an institution's behalf, like your employer, you vouch for having the authoritative power to commit said institution. Terms in uppercase are detailed in Section 15.
Delivery of Services: Aligned with this Agreement’s conditions, TheStage AI commits to deploy its best efforts to deliver the Services to the Customer for the duration of this Agreement. Customers, along with any associated users, are permitted to access and benefit from the Services, adhering to this Agreement and any applicable guidelines currently in place.
Support Services: Within this Agreement’s framework, TheStage AI will offer the Customers a reasonable technical support.
Modifications in Service: TheStage AI might modify, revamp, phase out, or replace the Services, or alter or eliminate certain features periodically. If there's an alteration to the Services that negatively impacts their capabilities, TheStage AI will notify the Customer through the registered email.
Experimental Services: TheStage AI might introduce certain functionalities still under development, scrutiny or “Beta” stage, termed as “Experimental Services.” Even if this Agreement suggests otherwise, the subsequent clauses apply to all Experimental Services: (a) it's up to you to adopt or ignore any Experimental Services; (b) support for Experimental Services isn't guaranteed and they can undergo changes at any moment without prior communication; (c) Experimental Services might not match the dependability of the main Services; and (d) TheStage AI assumes no responsibility linked to the use of Experimental Services. Using the Services is prohibited if you're legally restricted from such under the laws of Switzerland, United States or other jurisdictions, inclusive of your residing country or from where you access these Services.
You confirm being 14 years or older, as these Services aren't designed for those under 14.
In consideration of Sections 4 and 9, TheStage AI commits to implementing industry-standard technical and organizational measures to transfer, store, and process Customer Data. These actions aim to maintain the integrity of Customer Data while preventing unauthorized access, misuse, or unlawful processing.
TheStage AI ensures that it won't access or utilize Customer Data unless it's essential for the delivery or upkeep of the Services, or when legally obligated by a governmental order. TheStage AI won't share Customer Data with third parties unless mandated by law. Account data will be managed following the Privacy Policy.
Customers and their affiliated End Users must ensure their interaction with the Services does not breach any part of this Agreement. Actions prohibited include: (a) resale or sublicensing of the Services; (b) unauthorized modifications or derivative creations from embedded software; (c) efforts to derive software source code or reverse engineer it; and (d) any usage that: (i) contravenes legal guidelines; (ii) infringes on others' rights; (iii) poses risks to the integrity of the Services or other networks; (iv) propagates spam or malware; (v) jeopardizes the functionality of the Services; (vi) tries to bypass technical restrictions or usage caps; or (vii) risks human life or health due to Service malfunction.
Aligned with Section 4, Customers must ensure End User compliance with this Agreement. If a breach is detected, access to the violating End User should be immediately revoked. If TheStage AI suspects a violation, it reserves the right to temporarily halt Services until compliance is assured. All privileges under this Agreement hinge on your adherence; any breach permits TheStage AI to, at its discretion, terminate the Agreement. Trademarks of TheStage AI should only be used as set out in the Trademark Guidelines.
Customers must ensure neither they nor their End Users post content that: (a) might endanger or harm individuals physically or mentally; (b) risks property damage or loss; (c) facilitates criminal actions; (d) harbors illegal content; or (e) shares data without legal or contractual authorization.
Except as stated, the Customer remains accountable for third-party software, products, or services they incorporate or use alongside the Services. Third-party interactions are governed by separate agreements to which TheStage AI isn't a party. The Customer guarantees that their content respects all third-party rights, especially Intellectual Property Rights. Should content breach this Agreement, its prompt removal is expected. Moreover, the Customer is solely in charge of upholding the license conditions of any software utilized in tandem with the Services.
The Customer remains entirely accountable for the creation, safety, content, upkeep, and application of Customer's Data and all proceedings and actions occurring under their account(s). This encompasses, but isn't confined to: a) aligning Customer's Data with this Agreement and any Guidelines; b) adhering to every law or regulation pertinent to Customer's Data; c) any damages or implications resulting from the omission of encrypting or safeguarding Customer's Data; and d) any allegations linked to Customer's Data.
The Customer remains solely accountable for the way any End User employs the Customer's Data and the Services. The Customer will implement all sensible steps to ensure End Users operate the Services in line with this Agreement and will secure all permissions needed to manage the Services accordingly. Should the Customer recognize any breach of their responsibilities under this Agreement by any End User, the Customer commits to discontinuing such End User's access to the Customer's Data and Service usage.
Handling any request from a third party linked to Customer's Data and any End User’s application of the Services is the Customer’s duty. The Customer will earnestly seek vital information to address Third-Party Requests and will alert TheStage AI in a timely manner if such information remains elusive despite genuine attempts. While conforming to the law and the terms of this Agreement, TheStage AI will aim to: (a) swiftly inform the Customer upon receiving a Third-Party Request; (b) adhere to the Customer's valid requests concerning its actions to oppose or manage a Third-Party Request; and (c) offer the Customer necessary data, aid, or tools, for a fitting response. Should TheStage AI be informed of the Customer's delay or failure in addressing a Third-Party Request, TheStage AI might act but isn't bound to.
It's the Customer's duty to deploy precautions against unauthorized Service access, including but not limited to, using multi-step verifications and safeguarding login credentials. In instances of recognized or suspected unauthorized Service access or security breaches, the Customer must alert Thestage AI without delay.
If relevant, Customer can label certain End User profiles as "Administrators" via the admin panel. Administrators might access or delete Customer Data from other End User profiles. They may also limit or end specific End User access to Service profiles. TheStage AI isn't answerable for the internal control or management of the Services. The sole responsibility for: (i) securing password and Administrator profile confidentiality; (ii) handling access to Administrator profiles; and (iii) guaranteeing that Administrator's use of the Services conforms to this Agreement, lies with the Customer.
The onus of correctly setting up and using the Services rests solely with the Customer. It's also the Customer's exclusive responsibility to uphold relevant security, safeguards, archives, and backup for their Data. This might encompass, but isn't limited to, employing encryption methods, executing regular backups of the Customer's Data, and updating account passwords periodically.
The Customer holds complete ownership and all associated rights to their Content. Unless explicitly stated in this Agreement, TheStage AI does not claim any rights to the Customer's Content or any related Intellectual Property. TheStage AI may access the Customer's Content only to the extent necessary to render Services to the Customer and its End Users.
TheStage AI, along with its licensing partners, retains full ownership and all associated rights over the Services and any connected software. This encompasses all advancements, upgrades, alterations, and subsequent iterations (including any Intellectual Property Rights associated). We also gather and analyze data concerning the Services, like user behavior and feedback, to refine and optimize our offerings. The entitlements you have regarding the Services are strictly as defined in this Agreement. Any rights relating to the Services, affiliated software, or associated Intellectual Property not explicitly mentioned are not granted.
Along with the web version of the software, TheStage AI offers a conditional, revocable, non-extendable, exclusive license allowing you to download and use TheStage AI's Core Application. This is strictly to gain access to, and utilize, the Services, in adherence to this Agreement. The Customer does not receive any additional rights pertaining to TheStage AI's Core Application or its associated Intellectual Property.
As part of the Services, you might choose to use specific operating system software (along with relevant documentation) created and owned by Other Providers. If you decide on Services incorporating Other Providers' Software, Other Providers stipulate, and you hereby accept, the subsequent conditions: any proprietary notices within or upon the software should remain unaltered; transferring or using this software outside the scope of Services is prohibited; the software is made available for use, not for resale or distribution; Other Providers renounce all warranties and any responsibility for damages arising from Services, as allowed by law; the software cannot be deconstructed or reverse-engineered unless legally permissible; and Other Providers do not provide any Service-related support. Provisions concerning the use of this software can be enforced by Other Providers as third-party beneficiaries. If a Customer opts for Services from TheStage AI that exclude Other Providers' Software as the base system, and chooses a "Bring Your Own License" (BYOL) method, they confirm their compliance with Other Providers' licensing terms. Unauthorized use of Services in breach of agreements with Other Providers is not sanctioned.
The Services might permit usage of software, support, and documentation sourced, developed, or provided by third-party entities or their licensors. Usage of such external software is bound by supplementary terms:
· Using NVIDIA Corporation’s GRID Software mandates adherence to the NVIDIA GRID Cloud End User License Agreement.
· Employing NVIDIA Corporation’s software components, including but not limited to Tesla Driver, CUDA Toolkit, cuDNN, and others, means accepting the NVIDIA Cloud End User License Agreement and NVIDIA Third Party Material Notices.
TheStage AI calculates charges for the Services on a monthly basis, based on the Customer's consumption and chosen plans. The Customer is obliged to settle all computed fees on a monthly cycle. If there are suspicions regarding the integrity of an account or potential non-payment, TheStage AI retains the right to invoice the Customer more frequently. Monthly bills are based on the pricing framework available on our website, which includes, but is not limited to, hourly, minute, and second rates. All dues under this Agreement are to be settled with TheStage AI directly, free from deductions or set-offs, and any potential counterclaims. TheStage AI may introduce pricing for new services or features, which become effective once updated on our website unless otherwise explicitly communicated. With a minimum of 30 days' notice, TheStage AI has the authority to revise or introduce fees for ongoing Services. If dues remain unpaid, a financial penalty of 1% per month or the highest amount allowed by the law, whichever is lesser, along with all collection costs, will be imposed. If the Customer neglects to clear their dues in accordance with this Agreement's stipulations, it will be considered a significant violation, empowering TheStage AI to potentially suspend Services instantly at its discretion.
Both TheStage AI and the Customer will bear responsibility, in compliance with the prevailing laws, for determining and settling all taxes, official fees, charges, penalties, interest, and related expenses imposed upon either party in relation to transactions and remittances as per this Agreement. All service fees determined by TheStage AI and owed by the Customer are exclusive of such taxes ("Taxes"). However, TheStage AI might levy and the Customer commits to remit any Taxes that TheStage AI is either legally mandated or permitted to accumulate from the Customer, except when the Customer provides a valid and timely tax exemption document authorized by the pertinent tax body. The Customer is obliged to present adequate details when asked to enable TheStage AI to ascertain its tax collection obligations. All remittances by the Customer to TheStage AI under this Agreement should be cleared of any mandatory deductions or withholdings. If any deductions or withholdings are compulsory, the Customer will compensate additional amounts to ensure the net sum received by TheStage AI aligns with the due amount as determined by TheStage AI. To minimize or negate tax withholdings or deductions on remittances under this Agreement, TheStage AI commits to supplying the Customer with the required tax documents upon reasonable request.
TheStage AI reserves the right to temporarily suspend the rights of the Customer or any End User to access or utilize all or part of the Services immediately upon notifying you if we ascertain that the usage of the Services by the Customer or any End User: (a) could expose us, our partners, or a third-party to potential liabilities; (b) appears fraudulent; (c) contravenes this Agreement; (d) defaults on payment commitments; or (e) jeopardizes the security of the Services.
Regardless of the provisions in this Agreement, TheStage AI can halt the usage of the Services instantly in the event of a Security Crisis. TheStage AI commits to employing reasonable efforts to ensure the interruption is as specific and limited as needed to address or end the Security Crisis.
Should TheStage AI decide to suspend the Customer's rights to access or utilize part or all of the Services: (a) The Customer remains responsible for any Fees and expenses accrued up to the suspension date; and (b) TheStage AI will not delete any Customer Content due to the halt.
This Agreement initiates on the Effective Date and, unless interrupted as detailed below, will continue until its termination as per this Section 8.
Following the termination of this Agreement, TheStage AI will ensure that all Customer Content is accessible for electronic retrieval for a span of thirty (30) days. After this period, TheStage AI might opt to delete the stored Customer Content but is not mandated to do so. All clauses in this Agreement that inherently should withstand termination will do so, inclusive of but not confined to rights to accrued payments, obligations to maintain confidentiality, ownership of Services, disclaimers regarding warranties, and restrictions on liability. The Customer is liable for Fees accrued until the final day the Services are rendered. Any prepaid Fees will be refunded, adjusted up to the final day of Services, to the Customer within thirty (30) days post termination.
The Customer has the discretion to terminate this Agreement for any given reason by notifying TheStage AI and deactivating their account for all Services that have an account deactivation option provided by us.
Any party can decide to terminate this Agreement upon thirty (30) days prior written notification to the opposing party in the event of a significant breach or failure to adhere to this Agreement by the latter, provided the breaching party hasn't rectified the breach within the thirty (30) day notification period.
TheStage AI holds the right to terminate this Agreement with immediate effect by notifying the Customer if: (a) The accounts of the Customer or any End User are suspended in line with this Agreement; (b) persisting in offering Services to you would place an undue financial or technical strain on TheStage AI or expose it to significant security risks; or (c) mandated by the law.
THE SERVICES ARE OFFERED "IN THEIR PRESENT CONDITION.” UNLESS EXPLICITLY MENTIONED IN THIS AGREEMENT, TO THE MAXIMUM LIMIT ALLOWED BY APPLICABLE LAW, THESTAGE AI, ITS AFFILIATED ENTITIES, AND ITS LICENSEES DO NOT MAKE ANY ASSERTIONS OR GUARANTEES, EITHER DIRECTLY OR IMPLIEDLY, LEGALLY OR OTHERWISE, PERTAINING TO THE SERVICES. THIS INCLUDES, BUT ISN'T LIMITED TO, WARRANTIES OF SALEABILITY, SUITABILITY FOR A SPECIFIC PURPOSE, OR NON-VIOLATION, OR ANY WARRANTIES THAT CUSTOMER DATA OR CONTENT FROM THIRD-PARTIES WILL REMAIN SAFE OR UNDAMAGED.
WHILE THE SERVICES ARE FORMULATED TO AID IN ADHERING TO NUMEROUS REGULATORY STANDARDS THAT MIGHT BE RELEVANT TO YOU, YOU BEAR THE RESPONSIBILITY OF GRASPING THE LEGAL AND REGULATORY MANDATES RELEVANT TO YOUR USAGE OF THE SERVICES. IT IS UP TO YOU TO SELECT AND UTILIZE THE SERVICES IN WAYS THAT ALIGN WITH BOTH THE STIPULATIONS OF THIS AGREEMENT AND RELEVANT LEGAL AND REGULATORY PROVISIONS.
The party seeking indemnification will promptly notify the other of the claim and cooperate with the other in defending the claim. The party providing indemnity will retain primary control over the defense, with two exceptions: (a) any settlement that requires the indemnified party to admit liability will need prior written consent, not to be unreasonably delayed; and (b) the indemnified party may participate in the defense with its own counsel, but at its own cost.
The Customer will indemnify and hold harmless TheStage AI, its affiliates, licensors, and their respective employees, agents, and representatives from any liabilities, damages, losses, and costs (including reasonable attorney's fees) stemming from any third-party claim related to: (a) Content provided by the Customer; (b) The Customer's or any End User's usage of the Services that contradicts this Agreement or any applicable law; (c) The integration of Customer Content with external software, applications, or other processes, leading to claims of copyright, trademark, trade secret, or privacy right infringement; or (d) any disagreements between the Customer and an End User.
The Customer will indemnify and defend TheStage AI and its affiliates against any claims alleging that the Customer's Content infringes or misappropriates a third party's intellectual rights.
TheStage AI will indemnify and defend the Customer against claims suggesting that TheStage AI's technology, used to provide the Services, infringes upon a third party's intellectual property rights. However, TheStage AI is not obligated to offer indemnity if: (a) The Services are altered or used in tandem with materials not supplied by TheStage AI; or (b) any content, information, or data provided by the Customer, End Users, or other third parties causes the infringement.
WITHIN THE BOUNDARIES SET BY RELEVANT LAWS, THESTAGE AI, ALONG WITH OUR ASSOCIATED PARTIES AND LICENSORS, SHALL NOT BE HELD ACCOUNTABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSSES PERTAINING TO PROFITS, REVENUES, BUSINESS, VALUE, USAGE, OR DATA. THIS APPLIES EVEN IF WE'VE BEEN MADE AWARE OF THE POTENTIAL FOR SUCH LOSSES. IN ADDITION, NEITHER THESTAGE AI NOR OUR AFFILIATES OR LICENSORS SHALL BEAR LIABILITY FOR ANY COSTS, DAMAGES, OR LOSSES ARISING FROM:
(A) YOUR INABILITY TO UTILIZE THE SERVICES, DUE TO (I) THE HALT OR LIMITATION OF THIS AGREEMENT OR YOUR ACCESS TO OUR SERVICES, (II) OUR DECISION TO DISCONTINUE ANY PART OR ALL OF OUR SERVICE PROVISIONS, OR, (III) BEYOND ANY COMMITMENTS UNDER SERVICE LEVEL AGREEMENTS, ANY UNEXPECTED OR NON-SCHEDULED INTERRUPTIONS OF THE SERVICES;
(B) EXPENSES INCURRED FOR ALTERNATIVE PRODUCTS OR SERVICES;
(C) ANY CAPITAL OUTLAYS, SPENDING, OR PLEDGES YOU MAKE UNDER THIS AGREEMENT OR IN RELATION TO YOUR USE OF OUR SERVICES; OR
(D) ANY UNAUTHORIZED INTERVENTIONS, MODIFICATIONS, OR EVENTS LEADING TO THE LOSS, DAMAGE, OR INABILITY TO RETAIN ANY OF YOUR CONTENT OR ASSOCIATED DATA.
UNDER ALL CIRCUMSTANCES, EXCLUDING THE FINANCIAL COMMITMENTS MENTIONED IN SECTION 10, THE COMBINED LIABILITY OF THESTAGE AI, ITS AFFILIATES, AND LICENSORS UNDER THIS AGREEMENT SHALL NOT SURPASS THE TOTAL AMOUNT YOU PAID TO THESTAGE AI FOR THE SERVICES THAT LED TO THE CLAIM IN THE MONTH PRECEDING THE EMERGENCE OF THE LIABILITY.
TheStage AI retains the right to update this Agreement (including related Policies) periodically, with the latest version always accessible on our website. Should TheStage AI determine, at its sole discretion, that a change is significantly unfavorable to the Customer, we will provide notification. The updated terms will come into force either when posted on our website or, if conveyed via email, as indicated in the email content. By choosing to utilize the Services post the activation date of any revisions to this Agreement, you recognize and consent to the amended terms. The most recent update to this Agreement is dated as mentioned at its conclusion.
The Confidential Information of one party can only be employed by the other party to exercise its rights and fulfill its commitments under this Agreement or as otherwise sanctioned here. Each party will disclose the Confidential Information of the other solely to its own employees, service providers, or contractors who necessitate knowledge of this information in context to this Agreement and are bound by a confidentiality duty that's as rigorous as the obligations in this Agreement. Both TheStage AI and the Customer commit to meticulously uphold the confidentiality of the other's Confidential Information.
The protections granted to Confidential Information do not apply if the receiving party can verify with documented evidence that the information: (a) was already within their possession before the disclosure; (b) was shared with the recipient by a third-party who was authorized to disclose it without any confidentiality restraints; (c) is, or without any lapse on the part of the recipient, became publicly accessible; or (d) was independently conceived by the recipient without resorting to the discloser's Confidential Information. The recipient may be obligated to disclose Confidential Information if required by law, regulations, or by the stipulations of any stock exchange. In such cases, when possible, the recipient will offer prior notice to the other party.
Unless explicitly mentioned in this Agreement, no third-party beneficiary entitlements are intended for anyone who is not a signatory to this Agreement. To clarify, End Users of a Customer aren't deemed third-party beneficiaries concerning the Customer's rights under this Agreement.
TheStage AI shall not be held accountable for any delays or inability to adhere to its responsibilities under this Agreement if such circumstances are caused by events beyond its reasonable purview, including natural disasters, industrial actions, power outages, acts of government, civil unrest, or acts of war or terrorism.
Both parties operate as independent entities and shall present themselves accordingly. This Agreement doesn't institute any partnership, joint venture, or employment relationship, and the Customer isn't endowed with any authority to legally bind TheStage AI.
The official medium for all correspondences and notices under this Agreement shall be English.
This Agreement, in conjunction with Policies, serves as the comprehensive understanding between the Customer and TheStage AI pertaining to the content herein, overtaking any preceding agreements or communications. Should there be any discrepancies between associated documents, the precedence, where applicable, shall be: this Agreement, Acceptable Use Policy, Privacy Policy, Site Terms, and the Trademark Use Guidelines.
The Customer is prohibited from exporting or re-exporting the Services or any associated tools against the regulations set by the Swiss Law, the Law of United States Department of Commerce and other relevant U.S. or international agencies.
In relation to sales to U.S. government entities, the Services and its associated documents are categorized as "commercial items" and are considered "commercial computer software" under relevant regulations. All use and disclosures by the U.S. Government shall be in line with the terms of this Agreement.
Without prior consent from TheStage AI, the Customer is not permitted to delegate or relocate this Agreement, either in totality or partially. TheStage AI can transfer this Agreement without notifying the Customer, especially during business events like mergers or acquisitions.
Any inaction on TheStage AI's part in enforcing a right under this Agreement isn't tantamount to a waiver. An individual waiver for one breach doesn't imply a waiver for subsequent breaches.
Should any clause of this Agreement be deemed unenforceable, the validity of the remaining provisions remains unaffected.
This Agreement is subject to Swiss Law.
Parties commit to amicably resolve disputes. Unresolved issues after thirty (30) days may lead to formal proceedings. Without limiting the foregoing, the parties agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration to be conducted in Zug, Switzerland.
Customers shall receive notices at their registered email addresses, while TheStage AI can be reached at legal@thestage.com. Unless stated otherwise, notices need to be written and are considered duly delivered upon receipt or, in the case of emails, the day after being sent.
Multiple signed counterparts of this Agreement are acceptable, each deemed original. Facsimile transmissions with signatures are considered valid.