Openstage Platform Terms for Artists

These terms and conditions (the "Terms") apply to this software as a service platform and, if made available to the Artist, Openstage's API (the "Openstage Platform"). The Openstage Platform enables artists to enhance direct relationships and communications with consumers ("Fans"). References to "Artist" in these Terms means the artist whose creative works and other content are promoted and published on the Openstage Platform.

The Openstage Platform is provided by OpenstageIT Ltd, a company incorporated under the laws of England and Wales with registered number 08322164 and whose registered office is at 126 Liberty Lane, Addlestone, England, KT15 1NL ("Openstage").

By clicking "agree" (or similar) to these Terms, and/or accessing or using the Openstage Platform, the Artist confirms that it accepts and agrees to be bound by these Terms, and acknowledges that these Terms constitute a legally binding contract between Openstage and the Artist.

If these Terms are accepted by any person other than the Artist ("Agent"), then that person warrants and represents that it has the authority to act on behalf of and to bind the Artist to these Terms. The Agent must inform Openstage immediately if the Agent ceases to represent and/or have authority to bind the Artist. Where an Administrator (as defined below) accepts these Terms and/or manages the Artist's account, that Administrator shall be deemed to be acting as an Agent of the Artist for those purposes.

If the Artist is younger than 18 years old (a "Minor"), the Minor's parent or legal guardian (the "Guardian") must agree to these Terms, and access and use the Openstage Platform on the Minor's behalf. The Guardian accepts these Terms for their own account and on behalf of the Minor.

If the Artist does not agree to these Terms, the Artist should not click accept to these Terms and should refrain from accessing or using the Openstage Platform.

1. Registration for Openstage Platform

The Artist may appoint one or more individuals to administer the Openstage Platform on behalf of the Artist (each an "Administrator"). Each Administrator must be an authorised representative of the Artist and shall have authority to act on the Artist's behalf and to make decisions that are binding on the Artist in connection with the Openstage Platform. Each Administrator will be responsible for the Artist's designated pages within the Openstage Platform, including creating user accounts, granting and revoking access to the Artist's producers, promoters, managers, distributors and other commercial partners (together, the "Artist's Team"), setting access levels for each account, and ensuring the Artist's Team is adequately trained in the use of the Openstage Platform. Reference to the Artist's Team shall include the Artist and any Administrator.

The Artist may appoint, remove, or replace any Administrator at any time through the account settings. Each Administrator shall be entitled to exercise all rights of the Artist under these Terms. The Artist shall ensure that each Administrator and the Artist's Team comply with these Terms. The Artist is responsible for, and accepts liability for, all actions and omissions of the Administrators and the Artist's Team in connection with the Openstage Platform. To access the Openstage Platform, the Artist must first create an account. The Artist must ensure that any registration information provided to Openstage is accurate, current and complete. Where the Artist's circumstances change for any reason, the Artist must promptly update the Artist's registration information to keep it accurate, current and complete. The Artist must not provide any information that attempts to impersonate another individual, or that is untrue, inaccurate or incomplete.

The number of user accounts that can access the Artist's account will depend on the pricing plans required for the Artist.

The Artist must treat as confidential any log-on ID (such as a username and password or other identifier) for accessing or using the Openstage Platform and must not reveal it to anyone else. The Artist is responsible for all activities that occur under the Artist's log-on ID (including acts of any Administrator and members of the Artist's Team) and must notify Openstage as soon as the Artist becomes aware of any unauthorised use. Openstage reserves the right to disable any log-on ID, at any time, if in its opinion the Artist has failed to comply with any of the provisions of these Terms, or if Openstage reasonably suspects that any registration information the Artist provides is inaccurate, out of date or incomplete.

2. Openstage Platform licence

Subject to the terms and conditions of these Terms and timely payment of the Platform Fees, Openstage grants the Artist and the Artist's Team a non-exclusive, non-transferable, non-sublicensable right and limited licence to access and use the Openstage Platform during the term of the Artist's subscription to the Openstage Platform for its internal business purposes. The Artist agrees to use the Openstage Platform in accordance with these Terms and any documentation issued by Openstage from time to time.

To the extent that Openstage makes any third party platforms and services available through the Openstage Platform, the Artist agrees that Openstage is not responsible and shall have no liability in connection with such third-party platforms and services. The Artist will comply with any terms and conditions applicable to such third-party platform and services.

3. Artist responsibilities

The Artist remains responsible for obtaining and maintaining all relevant consent, permits and regulatory approvals for its own activities.

The Artist is solely responsible for procuring and maintaining all hardware, network connections and telecommunications links necessary to access and use the Openstage Platform, and any devices used in conjunction with the Openstage Platform (other than the server on which the Openstage Platform is hosted and its connections to the internet). Openstage have no responsibility or liability for disconnections, downtime, connection quality issues, service interruption or other similar issues which the Artist, the Artist's Team or any Fan may experience when using the Openstage Platform.

If the Artist breaches any provision of these Terms, then Openstage may (without prejudice to any other rights and remedies that Openstage may have and without liability to the Artist) fully or partially suspend or disable the Artist's access to all or any part of the Openstage Platform.

The Artist shall ensure that Fans are subject to a binding contract with the Artist ("Fan Terms") that incorporates Openstage's minimum requirements for Fan Terms, as notified by Openstage from time to time. Openstage may make available to the Artist a draft form of Fan Terms. If the Artist uses any form Fan Terms made available by Openstage, the Artist acknowledges that such form Fan Terms are provided on an "as is" basis only, and Openstage gives no warranty or representation that the form Fan Terms comply with applicable law, are fit for purpose or are suitable for use by the Artist. The Artist should take its own legal advice before using the form Fan Terms and Openstage shall have no liability whatsoever in connection with the Artist's use of, or reliance on, form Fan Terms.

4. API access and use

The Openstage Platform can be accessed through a web-based dashboard, or through Openstage's API. The Openstage API may be made available to the Artist by Openstage at its discretion or in accordance with its current pricing plans. Use of the API is subject to the Artist displaying "Powered by Openstage" on its website at all times. The Artist must use the API in accordance with these Terms and the documentation relating to the API.

Openstage may, from time to time and in its sole discretion, modify, update, enhance, or withdraw the API (in whole or in part), including through technical, functional, or security-related changes. Openstage will use reasonable efforts to notify the Artist of any material changes that may adversely affect functionality.

Openstage reserves the right to suspend or terminate the Artist's access to the API immediately if Openstage's minimum requirements for access are not met, or in the event of any actual or suspected breach of these Terms, misuse of the API, or if continued access poses a security, legal, or operational risk to Openstage or its users.

5. Acceptable use of Openstage Platform

The Artist agrees that neither the Artist nor any member of the Artist's Team shall:

• provide to or disseminate through the Openstage Platform (or use the Openstage Platform to publish or endorse or incite) any data, content, information, reports, surveys, images, videos, sounds, graphics, and other materials ("Content") that are illegal, harmful, threatening, abusive, defamatory, misleading, obscene, offensive, discriminatory, or morally questionable, that violates these Terms or poses a security, operational, or reputational risk to Openstage, or the Openstage Platform;
• post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights, nor obscure any copyright or similar notice published by Openstage;
• undertake any unauthorised download or extraction of Content (including by scraping, automated extraction, or other forms of unauthorised export), use Content in breach of applicable laws, or re-publish or re-purpose any information screen produced by Openstage or presented by the Openstage Platform;
• use the Openstage Platform: (i) to obtain commercially sensitive information belonging to a third party; (ii) in such a way that harms, disables or adversely affects performance of the Openstage Platform; or (iii) in violation of any policy published by Openstage or in a manner that violates applicable law, including anti-spam, export control, privacy, data protection and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings (and the Artist agrees that the Artist is solely responsible for compliance with all applicable laws in relation to Content supplied by the Artist);
• reverse engineer, amend, copy or emulate any part of the Openstage Platform or attempt to gain unauthorised access to the Openstage Platform or any connected system;
• except as expressly required by law, modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Openstage Platform or Content (other than the Artist Content), in whole or in part;
• use any third-party service that copies, emulates or integrates with the Openstage Platform or seeks to circumvent the Openstage Platform or uses any functionality offered by any part of the Openstage Platform (other than services advertised by Openstage on Openstage's website as integrating with the Openstage Platform or which Openstage confirm to the Artist in writing that the Artist may integrate with the Openstage Platform, which confirmation may be caveated or given to some limited extent or for a particular purpose);
• except to the extent Openstage expressly agree in writing, provide or make available the Openstage Platform to or for the benefit of any third party (other than the Artist's Team in accordance with these Terms); and
• use the Openstage Platform, or any data, information, insights, methodologies, algorithms, features, functionality, or other materials obtained through or derived from the Openstage Platform ("Platform Materials"), to develop, create, operate, maintain, support, or assist in the development of any product, service, or platform that competes with, or is substantially similar to, the Openstage Platform or any of Openstage's current or reasonably anticipated products or services, or assist or collaborate with a third party to do any of the foregoing.

The Artist must implement and maintain appropriate technical and organisational security measures in accordance with good industry practice to protect the API, the Openstage Platform, and any data accessed or transmitted via the API and the Openstage Platform. The Artist is responsible for ensuring that all systems used in connection with the API and the Openstage Platform comply with applicable laws and are protected against unauthorised access, misuse, or data breaches.

6. Content

As between us and the Artist, the Artist owns all rights to Content it submits, or is submitted on behalf of the Artist, to the Openstage Platform ("Artist Content"). The Artist warrants that it owns or has a valid, binding licence to, and has the right to license to Openstage in accordance with these Terms, all the Artist Content. For as long as these Terms are in force, the Artist grants to Openstage a non-exclusive, irrevocable (subject to clause 14.2), worldwide, royalty free licence, with rights of sub-license, to: (i) use, modify, display, distribute and create derivatives of the Artist Content and Insights (as defined below) in connection with the Artist's use of the Openstage Platform and Openstage's performance of these Terms, and to administer Openstage's relationship with the Artist and the Artist's Team; and (ii) to create anonymised and aggregated data from the Artist Content and Insights (as defined below) ("Aggregated Dataset") which may be used by Openstage for its own business purposes including the improvement of the Openstage Platform. The Aggregated Dataset belongs to us and is not the Artist Content for any purpose.

Fans have the ability to provide Content to the Artist via upload to the Openstage Platform or via the Artist's websites, apps or social media pages ("Fan Content"). The Artist collects Fan Content on behalf of the Artist and the Artist agrees to use the Fan Content for its own business purposes in accordance with the permissions and consents granted by Fans. Except as expressly permitted pursuant to these Terms, the Artist may not extract, reproduce, resell, or distribute any Fan Content for any purpose, unless the Artist has been specifically permitted by the Fan to do so. The Artist shall be fully responsible for obtaining all necessary permissions and consents from Fans to use any Fan Content collected via the Openstage Platform to the extent not covered by consents obtained by Openstage on behalf of the Artist. To the extent permitted by law, Openstage shall have no liability for any failure by the Artist to obtain the required authorisations, consents or permissions, and the Artist shall indemnify Openstage against any claims, losses or liabilities arising from such failure.

The Artist hereby authorises Openstage and Openstage's third-party service providers to derive statistical and usage data relating to use of the Openstage Platform by the Artist and the Artist's Team, or any other interaction that the Artist or the Artist's Team have with Openstage ("Usage Data"). Openstage owns Usage Data.

Openstage agrees not to send direct marketing messages soliciting the Artist's Fans to connect with other artists on an Openstage Platform unless authorised by the Artist and the relevant third-party artist. However, the Artist acknowledges and agrees that Fans may connect with and follow multiple artists through the Openstage Platform. As such, Fan Content processed by Openstage in connection with the Artist may be the same Fan Content processed in connection with another artist. The Artist shall not have the right to control, restrict, or require the removal of Fan Content as it relates to Openstage's processing of such content on behalf of other artists, including for data protection purposes. The Artist recognises that Openstage may use Aggregated Datasets derived from Fan interactions across the Openstage Platform to improve its services and features, and that such use does not infringe upon the Artist's rights in respect of Fan Content made available to the Artist. Nothing in this provision limits the Artist's rights to use Fan Content in accordance with the Terms.

7. Illegal and harmful content

Openstage reserves the right, in its sole discretion and without prior notice to the Artist, to suspend, restrict or remove:

• any Fan Content or Artist Content if it: (i) breaches clause 5; (ii) poses a security, operational, or reputational risk to Openstage, the Openstage Platform, or other users; or (iii) is subject to a valid court order, regulatory direction, or takedown notice;
• a Fan's access to the Artist's microsite, and/or its ability to submit Fan Content to the Artist's microsite if Openstage reasonably believes that such Fan has breached clause 5 of the Fan Terms; and
• the Artist's access to the Openstage Platform where the Artist has breached these Terms or where continued access poses a security, operational, or reputational risk to Openstage or other users.

Openstage may exercise the rights set out in clause 7.1 without liability to the Artist, any Fan, or any third party. Where Openstage removes, restricts, or takes action in respect of any Content or Fan pursuant to clause 7.1, Openstage shall notify the Artist of such action.

The Artist acknowledges that: (a) Openstage's exercise of such rights does not relieve the Artist of its obligations under these Terms or applicable laws; and (b) the Artist remains responsible for compliance with its own obligations under applicable law, including the Digital Services Act, Online Safety Act, and other applicable content regulation laws.

8. Data protection

The Artist is the controller of Fan personal data collected and processed by Openstage on behalf of the Artist (the "Artist Personal Data"), including personal data collected from Fans who connect to the Artist on the Openstage Platform, or who engage in communications issued on behalf of the Artist through the Openstage Platform, and Fan personal data included in the Artist Content. The Artist acknowledges that Fans may connect to multiple artists through the Openstage Platform and the Artist is not a controller of personal data processed on behalf of other artists, notwithstanding the personal data may be the same as that processed for the Artist. Openstage shall process Artist Personal Data on the Artist's behalf in accordance with the Data Processing Addendum, which sets out the respective responsibilities and obligations of Openstage as data processor and the Artist as data controller in relation to the Artist Personal Data.

Use of any personal data relating to the Artist, the Administrator(s) and the Artist's Team submitted to Openstage directly or via the Openstage Platform in connection with operating the account is governed by our Privacy Policy, which describes how Openstage processes personal data where it acts as a controller.

9. Fan privileges

Openstage offers a solution on the Openstage Platform that, when enabled by the Artist ("Unlock"), allows Fans to access the Artist-specific rewards or benefits offered by selected third-party partners outside the Openstage Platform ("Privileges"). Where the Artist elects to Unlock this feature, the Artist acknowledges and agrees that Openstage may share Fan personal data with such third parties solely for the purpose of enabling Fans to access the relevant Privileges.

The Artist further acknowledges that Openstage may collect and analyse usage data from those third parties to understand Fan redemption of Privileges, including the method and timing of redemption ("Insights"). Insights shall be deemed Artist's Content for the purposes of these Terms.

Unlocking is conditional upon the Artist having a valid agreement in place with each relevant third party, under which Openstage is expressly authorised to share Fan personal data with the third party. To the extent permitted by law, Openstage shall have no liability for any failure by the Artist to obtain or maintain the required authorisations, consents or licences, and the Artist shall indemnify Openstage against any claims, losses or liabilities arising from such failure.

10. Intellectual property rights

Openstage and its licensors own all intellectual property rights and other rights in and to the Openstage Platform, all Content (other than the Artist Content) displayed on the Openstage Platform from time to time ("Platform Content") and in all data models, schemas, methodology in calculating Fan engagement and bot detection. Any use of the Openstage Platform or Platform Content or other Openstage intellectual property rights, other than as specifically authorised herein, is strictly prohibited.

Openstage's trademarks, name and logos are trademarks and service marks of Openstage ("Openstage Trademarks"). Other company, product, and service names and logos used and displayed via the Openstage Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Openstage. Nothing in these Terms or the Openstage Platform should be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any of the Openstage Trademarks displayed on the Openstage Platform, without Openstage's prior written permission in each instance. All goodwill generated from the use of Openstage Trademarks will inure to Openstage's exclusive benefit. The Artist and the Artist's Team may not use any meta tags or any other "hidden text" utilising Openstage Trademarks without Openstage's express written consent. The Artist's trademarks, name and logos (the "Artist Trademarks") are trademarks and service marks of the Artist. The Artist hereby grants Openstage a worldwide, royalty free licence, with rights of sub-license, to use the Artist Trademarks in connection with the Artist's use of the Openstage Platform and Openstage's performance of these Terms.

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Openstage Platform ("Feedback") provided to Openstage by or on behalf of the Artist are non-confidential and Openstage will be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to the Artist or the Artist's Team.

The Openstage Platform may contain code, commonly referred to as open source software, which is distributed under any of the many known variations of open source license terms, including terms which allow the free distribution and modification of the relevant software's source code and/or which require all distributors to make such source code freely available upon request, including any contributions or modifications made by such distributor (collectively, "Open Source Software"). To the extent that the Openstage Platform incorporates any Open Source Software, that element only is licensed to the Artist and the Artist's Team under the relevant license terms of the applicable third-party licensor ("Open Source License Terms") and not under these Terms, and the Artist accepts and agrees to be bound by such Open Source License Terms. A copy of the source code for any Open Source Software contained in the Openstage Platform (and the relevant Open Source License Terms) will be made available to the Artist upon reasonable request.

11. Fees and billing terms

The fees payable for access to and use of the Openstage Platform are (a) Licence Fees, being the fees payable for access to the Openstage Platform at the tier relevant to the Artist; (b) Usage or Transactional Fees, being the fees payable in connection with the use of certain features and functionalities of the Openstage Platform; and/or (c) Artist Services Fees, being the fees payable for support packages made available by Openstage (together the "Platform Fees"). Details of the Platform Fees and any additional payment terms can be found in the pricing plans. Openstage are obliged to charge VAT, or equivalent taxes in the relevant jurisdiction, and where appropriate these will be added to the stated Platform Fees at the applicable prevailing rate.

In the event that Openstage and the Artist agree that Openstage will perform any bespoke professional services tailored to the Artist's specific requirements ("Professional Services"), such Professional Services shall be governed by Openstage's standard agreement (the "Professional Services Addendum") and/or one or more statements of work (each, an "SOW") agreed between the parties. The scope, deliverables, and fees for such Professional Services (the "Professional Services Fees") will be set out in the applicable SOW.

If the parties have agreed a revenue sharing or commission arrangement, then within 10 days of the end of each month, Openstage shall submit a record of all revenues generated by transactions with Fans facilitated by the Openstage Platform and invoice the Artist for the Platform Fees based on such records. The Artist shall provide any information as Openstage may require in order properly to calculate the Platform Fees payable by the Artist.

All Platform Fees are payable immediately upon the invoice date in full and in cleared funds, or in advance for certain features or usage as indicated in the pricing plans. The Artist shall establish and maintain an automated payment mechanism to settle the Platform Fees unless agreed otherwise by Openstage in writing. The Artist hereby authorises Openstage to deduct payments via the automated payment mechanism (such as direct debit via Openstage's payment processor or other method approved by Openstage) to meet the Platform Fees. If payment fails, the Artist will have a period of ten (10) days to settle the outstanding Platform Fees and update the automated payment details to prevent such failure recurring. If payment is not successfully made within that period, access to the Openstage Platform may be suspended until payment is received in full. Failure by Openstage to collect payment does not relieve the Artist from any liability to pay Openstage.

Openstage may increase the Platform Fees payable by the Artist from time to time to reflect increases in costs incurred by Openstage and new innovations introduced by Openstage from time to time. Openstage shall give the Artist at least one month's notice if Openstage proposes to amend the mechanism for calculating the Platform Fees. Except for increases in third party costs, if the Platform Fees increase by more than 4% above the annual increase in the Retail Prices Index published by the Office for National Statistics of the United Kingdom Government, then the Artist may terminate these Terms by giving Openstage at least 14 days' written notice, such notice to be served no later than one month after Openstage notifying the Artist of the increase. If the Artist terminates these Terms in accordance with this clause 11.5, the Platform Fees increase shall not apply to the Artist during the notice period.

Amounts payable pursuant to these Terms are non-cancellable and non-refundable. Openstage may charge interest at a rate of 4% above the base rate of the Bank of England in respect of Platform Fees not paid in accordance with these Terms.

12. Indemnity and warranties

The Artist agrees to indemnify, defend and hold harmless Openstage and each of Openstage's affiliates, officers, directors, employees, consultants, agents, suppliers and resellers against all damages and expenses directly or indirectly suffered as a result of (a) any breach of warranty, or unauthorised use of the Openstage Platform by the Artist, the Administrator(s) or any member of the Artist's Team; (b) any infringement by the Artist, the Administrator(s) or any member of the Artist's Team of any intellectual property or other right of any person or entity or applicable law; or (c) use of the Artist Content in accordance with these Terms.

Openstage agrees to indemnify, defend and hold harmless the Artist against all damages and expenses directly or indirectly suffered as a result of (a) any breach of warranty by Openstage; or (b) any infringement by the Openstage Platform of any intellectual property or other right of any person or entity or applicable law.

Openstage warrants that Openstage have and will maintain all necessary licences, consents, and permissions necessary for the performance of Openstage's obligations under these Terms.

The Artist warrants that: (a) it has all consents and rights necessary to provide the Artist Content to Openstage, and to permit Openstage to use the same as contemplated under these Terms, including all necessary marketing authorisations from the Fans whose personal data is included in the Artist Content; and (b) it shall comply with all applicable laws and regulations in the performance of its obligations and the exercise of its rights under these Terms.

Except as expressly and specifically provided in these Terms, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this agreement to the fullest extent permitted by applicable law. The parties are not relying and have not relied on any representations, warranties, conditions or terms whatsoever regarding the subject matter of this agreement, express or implied, except for the warranties set forth under clause 12.3. Nothing in this agreement shall be construed so as to exclude liability for fraudulent misrepresentation.

Openstage makes no warranty or representation regarding outcomes from the use of the Openstage Platform, or the accuracy or reliability of any information obtained through the Openstage Platform, or that the services provided by Openstage will meet the Artist's requirements, or be uninterrupted, timely, secure or error-free. Except as expressly stated in these Terms, the Openstage Platform and Content is made available on an "as is" and "as available" basis. Openstage does not assume any responsibility for retention of any of the Artist Content or Fan Content. Any Content downloaded or exported or otherwise obtained by the Artist or the Artist's Team through the Openstage Platform is used at the Artist's own discretion and risk.

The Artist acknowledges and agrees that the privacy policy generator, and any other legal document generation functionality available within the Openstage Platform, is provided as a functional aid only and the template privacy policy does not constitute legal advice. The Artist remains responsible for ensuring its own compliance with applicable laws.

13. Liability

Nothing in these Terms excludes: (a) either party's liability for death or personal injury caused by that party's own negligence; (b) either party's liability for fraud or fraudulent misrepresentation; (c) liability under any indemnity; or (d) any other liability to the extent that law otherwise provides that any liability may not be excluded.

Subject to clause 13.1, Openstage will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential losses, costs, damages, charges or expenses however arising under these Terms.

Subject to clauses 13.1, 13.2 and 13.4, each party's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall not exceed an amount equal to the Platform Fees paid by the Artist to Openstage in the period of twelve (12) months immediately preceding the date on which the first claim or series of related claims arises.

Subject to clauses 13.1 and 13.2, Openstage's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with any breach of the Data Processing Addendum shall be limited to the lower of an amount equal to three times (3x) the Platform Fees paid by the Artist to Openstage in the period of twelve (12) months immediately preceding the date on which the first claim or series of related claims arises, or £500,000.

14. Term and termination

These Terms come into effect on the date they are accepted by the Artist (the "Commencement Date") and (subject to the following provisions of this clause) shall continue for a minimum period as determined by the relevant tier for the Artist (the "Initial Commitment Term"). Upon expiry of the Initial Commitment Term these Terms shall continue until either party gives to the other, in writing, the required period of notice of termination for the relevant tier (the "Notice Period"). Details of the Initial Commitment Period and Notice Period for each tier can be found in the pricing plans, and termination shall take effect at the end of the monthly billing period following expiration of such notice.

Each party may terminate these Terms immediately if the other party has committed a material breach of these Terms and such breach is incapable of remedy, or is not remedied within thirty (30) days following receipt of a notice requiring that party to remedy the breach.

On termination of these Terms for any reason:

• all rights to access or use the Openstage Platform granted under these Terms shall immediately terminate;
• Openstage may destroy or otherwise dispose of any of the Artist Content in Openstage's possession;
• the Artist shall remain liable to pay all amounts (including Platform Fees) that were due and payable or otherwise accrued up to the effective date of termination; and
• if the Artist terminates these Terms prior to the expiry of the Commitment Term (other than pursuant to clause 14.2 or clause 11.5), all Platform Fees that would have been payable for the remainder of the Commitment Term shall become immediately due and payable.

All rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms, and any provisions of these Terms that by their nature are intended to survive termination, shall not be affected or prejudiced and shall continue in full force and effect.

15. Changes to these Terms

Openstage reserves the right to amend these Terms from time to time by notifying the Artist of the updated Terms (either by being displayed on-screen or with a link to the updated Terms) when the Artist next accesses the Openstage Platform, provided that such amendments do not materially adversely affect the Artist's use of the Openstage Platform. The Artist's continued use of the Openstage Platform after such changes become effective constitutes the Artist's acceptance of the updated Terms. If the Artist does not wish to accept the updated Terms, the Artist must immediately stop using and accessing the Openstage Platform on receipt of such notice.

16. Miscellaneous

Force majeure. Openstage shall have no liability to the Artist under these Terms if Openstage are prevented from or delayed in performing Openstage's obligations under these Terms, or from carrying on business, by events beyond Openstage's reasonable control.

Execution and counterparts. These Terms may be accepted by the Artist or the Agent clicking "accept" (or similar) on the Openstage Platform or may be signed electronically and such signature shall be as effective as a handwritten signature, and these Terms may also be signed in counterparts on the basis that each counterpart shall be merged to form a single agreement which is binding on each signatory.

Conflicts. The Artist agrees that these Terms, even if accepted by the Artist or the Agent on behalf of the Artist electronically, are deemed to be in writing and that (unless agreed in writing by Openstage) these Terms substitute, replace and prevail over any other agreement or terms and conditions that the Artist or the Agent may seek to impose with respect to their subject matter. No terms and conditions included on any order form or similar submitted by the Artist or the Agent shall be of effect.

Publicity. The Artist may not without Openstage's prior written consent make any public comment about these Terms or the Artist's dealings with Openstage. Openstage may announce that Openstage provide services to the Artist.

Entire agreement. These Terms constitute the whole agreement between the Artist and Openstage in relation to the Openstage Platform and supersede any previous agreement between the Artist and Openstage relating to the same subject matter. The Artist acknowledges and agrees that in entering into these Terms the Artist does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Terms or not) relating to the subject matter of these Terms, other than as expressly set out in these Terms.

Assignment. The Artist shall not, without Openstage's prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of the Artist's rights or obligations under these Terms. Openstage may assign and transfer Openstage's rights or obligations under these Terms.

No partnership or agency. Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise the Artist or the Agent to act as agent for Openstage, or Openstage to act as agent for the Artist or the Agent, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). Nothing in this clause restricts an Administrator from acting as an authorised representative of the Artist as expressly permitted under these Terms.

Non-solicitation. Until twelve (12) months after these Terms have terminated the Artist shall not directly or indirectly solicit any employee or contractor of Openstage.

Third-party rights. These Terms do not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

Interpretation. References in these Terms to Openstage or Openstage's in the context of obligations owed to Openstage or rights or entitlements conferred on Openstage shall be deemed to include reference also to any contractor nominated by Openstage or any company which is a subsidiary undertaking or a parent undertaking of Openstage's or any company which is a subsidiary undertaking of any such parent undertaking ("parent undertaking" and "subsidiary undertaking" having the meanings given to them in section 1162 of the Companies Act 2006) or any officer or employee of any such company.

Notices. Openstage may give the Artist notice by alert notification through the Openstage Platform. Any other notice required to be given by the Artist under these Terms shall be in writing and may be given by hand, pre-paid first-class post or by email to Openstage at support@openstage.live or by post to the company's registered address.

Policies. By accepting these Terms, the Artist accepts Openstage's policies and other terms and conditions notified to the Artist (whether through the Openstage Platform, Openstage's website or otherwise) from time to time. These policies include Openstage's Privacy Policy and other provisions relating to applicable Data Protection Laws, as well as Openstage's anti-fraud policies, use of the Openstage Platform guidelines and schedules of fees payable for bespoke work or consultancy or use of the Openstage Platform outside the scope of the right to access and use the Openstage Platform granted by these terms and conditions.

No group claims. The Artist agrees to resolve disputes only on an individual basis and the Artist (and each member of the Artist's Team) expressly waives any right to bring any action, lawsuit, or proceeding as a member of a class or as part of a collective action, private attorney general action, or any other proceeding in which any party acts or proposes to act in a representative capacity.

Governing law and jurisdiction. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute, claim or issue arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).