Terms of Service

Last updated: January 24th, 2024

1. Definitions.
   1. “Agreement” means these Terms of Service and any other posted or verbally communicated terms that govern the relationship between you and us, including our Privacy Policy.
   2. “Artist” means an artist who is a User of the Services.
   3. “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.
   4. "Proprietary Information" means (i) Lumin’s concepts, techniques, ideas, and know-how embodied and expressed in any software used to deliver the Services, including algorithms, formulas, methods, processes, scripts, structure, sequence, and organization, (ii) documentation that allows the Users to use the Services, (iii) Stagehand’s database structure and database analysis system that includes, without limitation, content that we have uploaded or inputted and any meta data created using Lumin’s databases, (iv) all links to external applications or third party services, (v) any new features and tools that we may introduce from time to time under these terms, (vi) any mobile application that might be launched by us in the future, and (vii) any enhancements, modifications, and derivative works to any of the foregoing. Proprietary Information excludes all User Content and Personal Information.
   5. “Services” means the capability provided by us to you to perform certain specific processes using the online software platform known as “Stagehand” that connects Artists and Venues and that provides event information to Users that may be an audience for Artists at the Venues hardware, and including hardware, any associated offline components, and all updates thereto, that provide the Stagehand™ application to you over the internet.
   6. “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.
   7. “Users”, “you” and “your” refer to any Users of the Services, including Artists and Venues.
   8. “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.
   9. “Website” means www.stagehand.app.
2. 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.
3. Fees. Artists and Venues may be subject to certain fees, as detailed in the applicable payment page or the invoice issued by us. You will not be charged unless you have created an account and agreed to the payment terms. For your convenience, we may offer the ability to pay for use of the Services through a third party such as Stripe or PayPal, which provide their own terms of use at the time of payment. We are not responsible for payments made through, or information provided to, third party payment platforms.
4. Grant of License and Use of Data. 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. By using the Services, you consent to us providing data relating to you as an Artist or Venue to third parties (such as funding organizations) in accordance with this Agreement and our Privacy Policy. Without limiting the foregoing, this may include providing information about which Artists perform at which Venues, how much Artists are paid, attendance numbers at Venues, food and beverage revenue at Venues, and the like, any of the foregoing of which may be aggregated or anonymized pursuant to Section 20, or may not be aggregated or anonymized.
5. Artists and Venues. WE DO NOT EXERCISE ANY CONTROL OVER ARTISTS, VENUES OR OTHER USERS, OR THE QUALITY, VALIDITY, ACCURACY, SAFETY, OR LEGALITY OF ARTISTS OR VENUES, OR THE TRUTH OR ACCURACY OF USER CONTENT. WE DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES REGARDING ANY ARTIST, VENUE OR USER CONTENT. IF YOU CHOOSE TO USE THE SERVICES, YOU MUST TAKE STEPS TO VERIFY THE QUALITY, VALIDITY, ACCURACY, SAFETY, OR LEGALITY OF ANY ARTISTS, VENUES OR USER CONTENT.
If you choose to use the Services: (a) you decide whether to create an account, input Personal Information, or input User Content, (b) you decide whether to collaborate and enter into transactions with other Artists and/or Venues, and (c) you accept all consequences of any of the foregoing. You agree to use your own judgement with respect to all information that you receive through the Services. We do not vet, confirm, pre-clear, validate or verify any Artists or Venues, any Users or any User Content. We make efforts to ensure that posted information is accurate. However, prices change, events change, information may be unverifiable, and we cannot guarantee any User Content or other information about Artists, Venues or other Users, or their events, such as an event listing, event time, or venue location. We encourage you to always check back to confirm dates, times, location, costs, and other 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 through the provision of the Services, 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.

6. 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.
7. Termination Rights. This Agreement may be terminated in either of the following circumstances:
   1. 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
   2. By You: You may terminate your account and cease use of the Services at any time.

   Once your account is terminated, you will not have access to the contents of that account. You are responsible for backing-up or saving any of your User Content or Personal Information, as you wish, prior to the termination of your account. After termination, we reserve the right to delete or keep any User Content remaining in the Stagehand databases for archive purposes. We will retain Personal Information in accordance with these terms and our Privacy Policy

8. Confidential Information. In the process of using our Services, you may provide us with information that is not in the public domain, information that is not in our possession at the time it is disclosed, and/or information that is intended to be kept confidential and not shared with third parties (“Confidential Information”). We will take all reasonable security precautions to protect the secrecy of your Confidential Information, including precautions at least equal to the precautions that you take to protect your own confidential information. We may disclose Confidential Information only to our employees or consultants on a need-to-know basis and if the employees and consultants are bound by confidentiality obligations that are as strict as contained here. Except as provided herein, and to the extent required by law or a court order, we agree to treat the same as confidential and shall not divulge the Confidential Information, directly or indirectly, to any other person, firm, corporation, association or entity, for any purpose whatsoever, without your prior written consent.
9. 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.
10. 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:
    1. 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;
    2. threaten bodily harm, destruction of property or otherwise engage in harassment;
    3. 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;
    4. 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;
    5. reverse engineer, decompile or otherwise attempt to decipher any code or any portion of the Services for any purpose;
    6. use the output of the Services for any purpose other than as permitted under this Agreement;
    7. delete or revise any portion of our Services;
    8. distribute, sell, lease, transfer, assign, trade, rent, publish or license the Services as a stand-alone service to others;
    9. engage in linking or framing of any portion of our Website;
    10. 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;
    11. 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
    12. copy, misuse or duplicate the layout and design of our Website, or the underlying code and database structures, or any of our trade-marks.
11. Intellectual Property Rights. We retain all right, title, and interest in and to the Proprietary Information, 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 platform or any of its components. “STAGEHAND” is a registered trademark belonging to Lumin Arts Inc. All other company names and logos displayed on our Website may be trade-marks of their respective owners.
12. Personal Information and Privacy. As an authorized User, you may input certain Personal Information as part of your use of the Services. The Personal Information you input as part of the Services is covered by our Privacy Policy, and we claim no rights of ownership to Personal Information that is provided by you. We reserve the right to remove or correct Personal Information if we receive notice of corrections, or if any Personal Information contravenes our acceptable use standards. By agreeing to the terms of this Agreement, you agree to be bound by our Privacy Policy.
13. Representations. Lumin represents that it is the owner of the Proprietary Information 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.

14. Lumin Indemnification. Lumin will defend and 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. This is Lumin’s sole indemnification obligation.
15. User Indemnification. You will defend and 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 or misuse of, 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 through your account while using the Services. 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.
16. 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 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. YOU CONSENT TO LUMIN’S RECEIPT AND STORAGE OF USER CONTENT AND PERSONAL INFORMATION AND OF ELECTRONIC COMMUNICATIONS TO AND FROM YOU AND OTHER USERS. SUCH RECEIPT 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.
17. LIMITATION OF LIABILITY. 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. EXCEPT FOR OUR INDEMNIFICATION OBLIGATIONS IDENTIFIED IN SECTION 14, 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.
18. 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.
19. Downtime. The Services may experience temporary downtime as we perform routine maintenance or updates.
20. Aggregated Data. Subject always to the provisions of Section 8 (Confidential Information) and our Privacy Policy, we shall not be restricted from: (a) collecting, storing, analysing and using data related to the Services, and any meta data relating thereto; and (b) analyzing the User Content on an anonymized basis (collectively, the “Aggregated Data”), for the limited purposes of enhancing the capabilities of the Services, tracking usage of the Services, tracking Services performance, conducting predictive analytics, determining optimal downtime and maintenance schedules, creating marketing and sales materials, benchmarking studies. Such Aggregated Data shall be considered our Proprietary Information.
21. 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.
22. 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.
23. 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.
24. 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.