Terms of Use

These Terms of Use (the "Terms") constitute a legally binding agreement between you and Clivue Corp ("Clivue Corp," "we," "us," or "our"), the company behind StageTown. "StageTown" refers to this platform and all services offered by us, including the StageTown website at www.stagetown.com, any associated mobile applications, APIs, and related services. By accessing or using StageTown, you agree to these Terms and to all policies incorporated by reference, including our Privacy Policy and Community Guidelines.

StageTown operates as a technology platform that facilitates transactions between creators and viewers. StageTown is not a party to the transactions between users and does not assume responsibility for the content, accuracy, legality, or quality of any creations made available through the platform. We provide the technological infrastructure; the relationship between creator and viewer is theirs.

We may update these Terms from time to time. If we make material changes, we will notify you before the changes take effect. Continued use of StageTown after any modification constitutes acceptance of the revised Terms.

When you create an account on StageTown, you must provide accurate and complete information and agree to maintain the accuracy of such information. You must be at least eighteen (18) years of age to create an account, use the platform, upload content, or purchase access to content on StageTown. By creating an account, you represent and warrant that you meet this age requirement.

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account. StageTown shall not be liable for any losses arising from unauthorized use of your account.

Your account is personal to you and may not be sold, transferred, assigned, or otherwise conveyed to any third party without the prior written consent of StageTown.

You agree not to engage in any of the following prohibited activities, including but not limited to:

• Violating any applicable local, state, national, or international law or regulation;
• Engaging in fraud, scams, deception, or misrepresentation of any kind;
• Infringing upon or misappropriating any intellectual property rights of any third party;
• Violating the privacy rights of any individual, including the unauthorized collection, use, or disclosure of personal data;
• Distributing non-consensual intimate imagery or any content depicting a real person without their explicit, documented consent;
• Uploading, distributing, or facilitating any content involving the exploitation, abuse, or endangerment of minors;
• Engaging in harassment, threats, intimidation, bullying, or any form of violent, abusive, or harmful conduct;
• Attempting to circumvent, disable, or interfere with any platform security features, paywalls, access controls, or payment systems;
• Using automated systems, bots, scrapers, or any technology to access, extract, or interact with the platform without prior written authorization;
• Distributing malware, viruses, or any harmful code through or in connection with the platform;
• Interfering with, disrupting, or placing an undue burden on the platform or its infrastructure;
• Using StageTown for any purpose not expressly permitted by these Terms.

This list is non-exhaustive. StageTown reserves the right, in its sole discretion, to determine what constitutes a violation of these Terms and to take appropriate action, including removal of content, suspension of accounts, withholding of funds, and permanent termination.

User Responsibility for Illegal Activity. Any illegal activity conducted by a user on or through the StageTown platform is solely the responsibility of that user. StageTown bears no liability for the actions, omissions, or conduct of any user. Users shall be solely liable for any legal consequences, penalties, fines, damages, or claims arising from their illegal activity, and shall indemnify StageTown against any and all losses resulting therefrom.

A "Creator" is any user who uploads content to StageTown for distribution and monetization. By becoming a Creator, you represent and warrant that:

• You own or have obtained all necessary rights, licenses, consents, and permissions to upload, distribute, and monetize all content you make available through StageTown;
• Your content does not and will not infringe, violate, or misappropriate any third-party intellectual property rights, privacy rights, publicity rights, or any other rights;
• Your content complies with all applicable laws, regulations, and these Terms, including the Safe for Work content policy;
• All claims, descriptions, and representations you make regarding your content are accurate and not misleading;
• You will comply with all applicable tax obligations arising from your earnings on StageTown.

You are solely responsible for your content, your relationship with your viewers, and the fulfillment of any promises made in connection with your content. StageTown is not responsible for any disputes between creators and viewers regarding content quality, delivery, or any other matter.

StageTown reserves the right, without obligation, to review, remove, demonetize, restrict, or disable access to any content or creator account at any time, for any reason, at its sole discretion, including but not limited to suspected violations of these Terms, legal risk, reputational concerns, or any other reason we deem appropriate.

A "Viewer" is any user who purchases access to content on StageTown. By purchasing access to content, you receive a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view the applicable content for your own private, personal, non-commercial use only.

You may not copy, download, redistribute, resell, share, publicly display, publicly perform, modify, create derivative works from, or otherwise exploit any content accessed through StageTown, except as expressly authorized by the applicable creator in writing. Unauthorized distribution or sharing of paid content constitutes a material breach of these Terms.

Access to content may be revoked or terminated at any time and for any reason, including but not limited to payment failure, account termination, creator removal, content removal, or violation of these Terms. StageTown does not guarantee the continued availability of any content.

Refunds are generally not provided. StageTown may, in its sole discretion, authorize refunds in exceptional circumstances. All refund decisions are final.

Fees. StageTown charges fees in connection with the use of its platform and services, which may include a platform fee, payment processing fees, payout fees, and other fees as applicable. The current fee schedule is made available through your creator dashboard and our Help Center. StageTown reserves the right to modify, introduce, or discontinue any fees at any time, at its sole discretion, with or without prior notice. Continued use of the platform following any fee change constitutes acceptance of the revised fee structure.

Payment Processing. Payments on StageTown are processed through third-party payment processors designated by StageTown. Third-party payment processing fees are passed through to the creator as standard industry practice. StageTown does not mark up or profit from payment processing fees. The specific fees charged by third-party processors are determined by those processors and are subject to change.

Payouts. We endeavor to provide timely access to earned funds. However, payouts may be subject to delays, holds, reserves, or withholdings at StageTown's sole discretion, including but not limited to circumstances involving suspected fraud, chargebacks, disputes, compliance reviews, tax reporting requirements, or violation of these Terms. If your account balance becomes negative due to refunds, chargebacks, or fee adjustments, StageTown reserves the right to recover the deficit from future earnings or through other lawful means.

Fraud and Chargebacks. StageTown may block, reverse, or hold transactions that we believe, in our sole discretion, to be fraudulent or otherwise in violation of these Terms. Creators are responsible for any losses arising from chargebacks associated with their content.

Reserves and Withholding. StageTown may impose rolling reserves, delayed payouts, or permanent withholding of funds where risk of fraud, chargebacks, regulatory exposure, reputational harm, or violation of these Terms is determined in our sole discretion. StageTown is not required to provide advance notice of reserve actions and may hold funds for as long as reasonably necessary to mitigate risk.

Taxes. You are solely responsible for determining, reporting, collecting, and remitting all applicable taxes arising from your use of StageTown, including but not limited to income taxes, sales taxes, value-added taxes (VAT), goods and services taxes (GST), and any other taxes imposed by any taxing authority. StageTown may collect, withhold, and remit taxes where legally required. Applicable taxes may be added to transaction amounts and charged to viewers where required by law.

Creators retain full ownership of all content they upload to StageTown. However, by uploading content to StageTown, you grant StageTown a non-exclusive, worldwide, royalty-free, sublicensable, transferable license to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute your content solely in connection with the operation, provision, and promotion of the StageTown platform and services. This license includes the right to make your content available to viewers who have purchased access, to create thumbnails and previews, and to use your content in platform marketing. This license does not grant StageTown the right to independently resell your content outside the platform context.

This license does not constitute a transfer of ownership. The license granted herein terminates with respect to specific content upon deletion of that content from the platform, except that StageTown may retain archival copies as necessary for legal compliance, dispute resolution, or enforcement of these Terms.

You represent and warrant that you have all necessary rights and authority to grant the foregoing license and that your content does not infringe upon or violate any rights of any third party.

StageTown is a Safe for Work platform. All content uploaded to, shared through, or otherwise made available on StageTown must be appropriate for general audiences and comply with our Community Guidelines. The following categories of content are strictly prohibited:

• Sexually explicit or pornographic material of any kind;
• Nudity, except where it is clearly artistic, educational, or documentary in nature and is appropriately flagged;
• Content that glorifies, promotes, or incites violence, self-harm, or dangerous activities;
• Hate speech, discriminatory content, or content that promotes hostility toward individuals or groups based on protected characteristics;
• Content that exploits, endangers, or sexualizes minors in any form;
• Misleading, deceptive, or fraudulent content;
• Any content that violates applicable law.

StageTown reserves the right to remove any content and take action against any account that violates this policy, including immediate termination without notice. Content moderation decisions are made at StageTown's sole discretion and are final.

Safe Harbor. StageTown operates as a service provider within the meaning of 17 U.S.C. § 512. StageTown does not have actual knowledge of infringing material on the platform and is not aware of facts or circumstances from which infringing activity is apparent. Upon receiving valid notification of claimed infringement, StageTown will act expeditiously to remove or disable access to the allegedly infringing material.

Takedown Notices. If you believe that your copyrighted work has been copied or used in a way that constitutes copyright infringement, please submit a notification to our designated agent containing: (1) identification of the copyrighted work; (2) identification of the allegedly infringing material and its location on the platform; (3) your contact information; (4) a statement of good faith belief that the use is not authorized; (5) a statement under penalty of perjury that your notification is accurate; and (6) your physical or electronic signature.

Counter-Notices. If you believe that material was removed or disabled as a result of a mistake or misidentification, you may submit a counter-notice to our designated agent containing: (1) identification of the removed material and its former location; (2) a statement under penalty of perjury that you have a good faith belief the material was removed by mistake; (3) your name, address, and telephone number; and (4) a statement consenting to jurisdiction of the federal court in your district and that you will accept service of process from the complainant. StageTown will process counter-notices in accordance with the DMCA.

Designated Agent: support@stagetown.com

Repeat Infringer Policy. StageTown has adopted and reasonably implements a policy for the termination, in appropriate circumstances, of the accounts of users who are repeat infringers. StageTown will terminate, in appropriate circumstances, any user account that is the subject of three (3) or more valid notifications of claimed infringement or that otherwise demonstrates a pattern of infringing activity. This policy is enforced at StageTown's sole discretion.

Platform Only. StageTown operates as a technology platform and marketplace facilitator. We provide the tools and infrastructure that enable creators to monetize content and viewers to purchase access. StageTown is not a party to the transactions between creators and viewers and does not assume responsibility for the quality, safety, legality, or fulfillment of any content or obligations between users.

No Agency or Control. StageTown does not control, direct, or meaningfully influence the substance, legality, or distribution of user content. StageTown does not act as an agent, partner, joint venturer, employer, or fiduciary of any user. No relationship of control, employment, or agency is created between StageTown and any user by virtue of these Terms or use of the platform.

No Duty to Monitor. StageTown has no obligation to monitor, review, or screen user content, and assumes no liability for any content posted, uploaded, or otherwise made available by users. StageTown has no obligation to enforce the rights of any user against any other user.

Content Moderation. We may, but are not obligated to, review content and accounts to enforce these Terms, investigate reports of violations, and protect the integrity of the platform. Such reviews may include examination of activity both on and off the platform. Content moderation decisions may be based on internal risk models, automated systems, or manual review, and StageTown is under no obligation to apply moderation standards consistently across all users or content. Moderation decisions are made at StageTown's sole discretion and are final.

StageTown may take action against any account at its sole discretion, including but not limited to content removal, account suspension or termination, and withholding of funds, when we believe such action is necessary to protect users, the platform, or the broader community.

You may terminate your account at any time by contacting us or through your account settings. Upon termination, your right to access the platform and any content purchased through it will cease immediately.

StageTown may terminate or suspend your account at any time, for any reason, at its sole discretion, with or without notice. Grounds for termination include, but are not limited to, violation of these Terms, suspected fraudulent activity, legal requirements, risk to the platform, or any other reason we deem appropriate.

Upon termination, StageTown may retain or delete your data in accordance with our Privacy Policy and applicable law. Any provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

You may not bring a claim against StageTown for suspending or terminating another user's account, and you agree you will not bring such a claim.

The StageTown platform, including its design, code, graphics, interfaces, trademarks, service marks, logos, and all other intellectual property contained therein, is owned by or licensed to StageTown and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

You may not copy, reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, reverse engineer, decompile, or disassemble any part of the platform without the prior written consent of StageTown, except as expressly permitted by these Terms.

You agree that any feedback, suggestions, comments, ideas, or bug reports you provide to StageTown regarding the platform shall be the sole and exclusive property of StageTown, and you hereby irrevocably assign all right, title, and interest therein to StageTown.

StageTown may integrate with or provide access to third-party services, including but not limited to payment processors, analytics providers, and hosting services. Your use of such third-party services is subject to the applicable terms and policies of those third parties. StageTown is not responsible for the availability, accuracy, or reliability of any third-party service and shall not be liable for any loss or damage arising from your use thereof.

Data Collection and Processing. In connection with the operation of the platform and the provision of services, StageTown collects, processes, stores, and transmits certain personal and non-personal data, including but not limited to account information, payment data, usage data, device information, and interaction data. The types and scope of data collected may change as the platform evolves. By using StageTown, you consent to the collection and processing of such data as described in these Terms and any supplemental privacy notices.

Third-Party Service Providers. StageTown engages third-party service providers to facilitate the operation of the platform, including but not limited to hosting, content delivery, payment processing, analytics, fraud detection, and security services. These providers may process your data on our behalf and in accordance with their own terms and privacy policies. By using StageTown, you acknowledge and consent to the processing of your data by such third-party providers. StageTown is not responsible for the data practices of third-party providers.

Data Sharing. StageTown may share your data with third parties as necessary to operate the platform, comply with applicable law, respond to legal process, enforce these Terms, protect the rights, property, or safety of StageTown, its users, or the public, or as otherwise permitted or required by law.

Data Retention. StageTown retains personal data for as long as reasonably necessary to fulfill the purposes for which it was collected, comply with legal obligations, resolve disputes, enforce agreements, and protect the legitimate interests of StageTown. Retention periods may vary based on the type of data and the purposes for which it is processed.

Cookies and Tracking Technologies. StageTown uses cookies and similar technologies to facilitate platform functionality, maintain security, analyze usage, and improve the user experience. By using the platform, you consent to the use of such technologies. You may adjust your browser settings to refuse cookies, but doing so may impair your ability to use certain features of the platform.

International Data Transfers. Your data may be transferred to, stored in, and processed in jurisdictions other than your country of residence, including the United States. By using StageTown, you consent to such transfers. StageTown will take commercially reasonable measures to protect data during international transfers.

Your Rights. Depending on your jurisdiction, you may have certain rights with respect to your personal data, including the right to access, correct, or request deletion of your data. To exercise any such rights, contact us at support@stagetown.com. StageTown will respond to valid requests in accordance with applicable law. StageTown reserves the right to verify your identity before processing any data rights request and may decline requests that are excessive, repetitive, or otherwise unreasonable.

Changes to Data Practices. StageTown reserves the right to modify its data collection, processing, and sharing practices at any time. Material changes will be communicated through the platform or via email. Continued use of the platform following such notice constitutes acceptance of the updated practices.

You agree to indemnify, defend, and hold harmless Clivue Corp and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to reasonable attorneys' fees and costs) arising from or relating to: (a) your access to or use of the platform; (b) your content; (c) your violation of these Terms; (d) your violation of any applicable law or regulation; or (e) your violation of any rights of a third party. StageTown reserves the right, at your expense, to assume exclusive defense and control of any matter for which you are required to indemnify us.

Immediate Reimbursement. Indemnification obligations under this section are due and payable immediately upon demand by StageTown, without the need for a final adjudication or settlement.

Offset. StageTown may offset any indemnifiable amounts, including anticipated losses, against any funds owed to you, including pending payouts.

Survival. The indemnification obligations under this section shall survive the termination or expiration of these Terms and your use of the platform indefinitely.

THE STAGETOWN PLATFORM AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, STAGETOWN DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. STAGETOWN DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

STAGETOWN MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR QUALITY OF ANY CONTENT MADE AVAILABLE THROUGH THE PLATFORM. YOUR USE OF THE PLATFORM AND ANY CONTENT ACCESSED THEREIN IS AT YOUR OWN RISK.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STAGETOWN, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF STAGETOWN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF STAGETOWN FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY RECEIVED BY STAGETOWN FROM YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or your use of StageTown, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Wilmington, Delaware. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Individual Claims Only. All claims must be brought in a party's individual capacity based on unique facts particular to that party's claim. You may not assert claims on a class, collective, consolidated, mass, or representative basis.

Class Action and Mass Arbitration Waiver. YOU AND STAGETOWN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. To the fullest extent permitted by law, you waive the right to participate in mass arbitration proceedings, coordinated arbitration filings, or any similar procedural mechanism. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

Fee-Shifting. If the arbitrator determines that a claim was filed for an improper purpose, was frivolous, or constituted an abuse of the arbitration process, the filing party shall bear all costs of the arbitration, including StageTown's reasonable attorneys' fees and costs.

Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. For any matters not subject to arbitration, you consent to the exclusive jurisdiction and venue of the federal and state courts located in the State of Delaware.

Informal Resolution. Before initiating arbitration, you agree to contact us at support@stagetown.com and attempt to resolve the dispute informally for at least thirty (30) days.

Sanctions and Export Compliance. As a company based in the United States, StageTown must comply with applicable economic sanctions, trade restrictions, and export control laws, including those administered by the Office of Foreign Assets Control ("OFAC") of the United States Department of the Treasury. You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to comprehensive United States sanctions, and that you are not designated on any U.S. government list of prohibited or restricted parties.

Restricted Regions. Access to and use of StageTown is strictly prohibited from the following countries and territories, including but not limited to:

• Belarus
• China (People's Republic of China)
• Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine
• Cuba
• India
• Iran
• Myanmar (Burma)
• North Korea (Democratic People's Republic of Korea)
• Russia
• Syria
• Venezuela (government-related restrictions)

This list is non-exhaustive and may be updated at any time to reflect changes in applicable sanctions programs, trade restrictions, or StageTown's risk assessment. Users accessing the platform from any restricted region, or who are nationals of any restricted region, do so in violation of these Terms. StageTown reserves the right to block, restrict, or terminate access from any jurisdiction at its sole discretion and without prior notice.

International Data Protection. For users in the European Economic Area, the United Kingdom, or Switzerland, our processing of personal data is conducted in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR). For users in California, we comply with the California Consumer Privacy Act (CCPA) as amended. Additional details are set forth in our Privacy and Cookie Policy section above.

Entire Agreement. These Terms, together with our Privacy Policy, Community Guidelines, and any other policies referenced herein, constitute the entire agreement between you and StageTown and supersede all prior agreements, understandings, and communications.

No Reliance. You acknowledge that you have not relied on any representations, warranties, promises, or statements other than those expressly set forth in these Terms when deciding to use the platform or enter into these Terms.

No Earnings Guarantee. StageTown makes no guarantees regarding earnings, revenue, visibility, audience growth, or monetization outcomes. Past performance is not indicative of future results.

Beta and Experimental Features. StageTown may offer features that are experimental, in beta, incomplete, or subject to change or discontinuation without notice. Such features are provided "as is" without warranty of any kind, and StageTown shall have no liability arising from your use of any experimental or beta feature.

Force Majeure. StageTown shall not be liable for any failure or delay in the performance of its obligations under these Terms due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, government actions, power failures, internet or telecommunications failures, cyberattacks, or failures of third-party service providers.

Data Security. No system is completely secure, and StageTown does not guarantee the absolute security of user data. StageTown shall not be liable for any unauthorized access to, alteration of, or loss of data resulting from breaches of third-party systems or events beyond StageTown's reasonable control.

Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the provision shall be severed and the remaining provisions shall continue in full force and effect.

No Waiver. The failure of StageTown to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment. You may not assign or transfer these Terms or any rights hereunder without the prior written consent of StageTown. StageTown may assign these Terms without restriction.

No Partnership. Nothing in these Terms creates any partnership, joint venture, agency, franchise, or employment relationship between you and StageTown.

Contact. For questions regarding these Terms, please contact us at support@stagetown.com.