TERMS AND CONDITIONS

STAGE OPS LLC TERMS AND CONDITIONS

These Terms and Conditions (the "Terms and Conditions") govern the relationship between Stage Ops LLC ("Stage Ops") and Client. Client agrees to and accepts these Terms and Conditions by entering into a Statement of Services with Stage Ops, approving a quote, paying a deposit, confirming crew by email, text message, or other written communication, or permitting Stage Ops personnel to perform Services.

1. PARTIES

Agents, contractors, directors, employees, officers, subcontractors, payroll providers, employers of record, or any other party acting on behalf of Stage Ops shall be referred to collectively as "Stage Ops." Agents, contractors, directors, employees, officers, subcontractors, venue representatives, production representatives, or any other party acting on behalf of Client shall be referred to collectively as "Client." Stage Ops and Client may be referred to individually as a "Party" and collectively as the "Parties."

2. SERVICES TO BE PROVIDED

Stage Ops has agreed to provide Staffing Services (the "Services") as applicable and as further set forth in a quote, statement of services, estimate, proposal, rate sheet, or work authorization (collectively, the "Statement of Services"). Stage Ops will provide Client a quote or Statement of Services for review when practicable. Client agrees that the Services listed in the applicable Statement of Services, quote, or written confirmation accurately describe the Services requested by Client and the applicable estimated fees, subject to final billing based on actual hours, actual labor conditions, and these Terms and Conditions.

2.1 Staffing

Stage Ops will provide staffing as further set forth in the Statement of Services, including providing requested personnel and managing payroll directly or through Stage Ops designated payroll provider or employer of record. Unless expressly agreed in writing, Stage Ops shall have no supervisory responsibility for the provision, direction, safety, design, engineering, installation approval, or final inspection of Staffing Services. Client supervisory responsibilities are further described in Section 7.2.

2.2 Change Orders

Stage Ops is not obligated to provide any items or Services not specifically set forth in an executed Statement of Services or written confirmation. If Client requires additional services, personnel, roles, hours, days, schedule changes, location changes, or other changes, Client must provide written notice to Stage Ops when practicable. Stage Ops may provide a new or amended Statement of Services or change order ("Change Order") to Client. In urgent, live event, emergency, onsite, or time-sensitive situations where obtaining formal written approval is impractical, Client will be invoiced for all additional Services rendered on the same terms as the initial Statement of Services, these Terms and Conditions, the applicable Rate Sheet, and normal industry practices. Approval may be shown by email, text message, onsite direction, verbal instruction, sign-in sheet approval, continued use of crew, acceptance of crew services, or any other conduct indicating acceptance of the additional Services.

3. TERM OF AGREEMENT

The term of this Agreement (the "Term") will begin on the date of the last signature, approval, written confirmation, deposit payment, or first performance of Services, whichever occurs first, and will remain in full force for 365 days or for the duration of any outstanding Statement of Services, Change Order, invoice, payment obligation, or continuing legal obligation, whichever is longer.

3.1 Suspension or Termination for Breach

Notwithstanding any contrary provision in a Statement of Services or these Terms and Conditions, Client or Stage Ops may suspend or terminate any Statement of Services upon forty-eight (48) hours prior written notice to the other Party of an uncured material breach of this Agreement. In the event of suspension or termination, Client shall pay Stage Ops all compensation earned for Services rendered through the date of suspension or termination, plus all expenses, minimum calls, cancellation fees, premiums, non-cancelable costs, and other costs incurred that cannot be reasonably mitigated. Termination shall not relieve either Party from any rights, obligations, or liabilities that accrued prior to termination, including payment, confidentiality, indemnification, non-solicitation, limitation of liability, and dispute resolution obligations.

4. PAYMENT TERMS

All payments shall be made in U.S. dollars and are due net fifteen (15) days from the date of invoice from Stage Ops, unless a different payment schedule is stated in the applicable Statement of Services. Any and all amounts overdue for more than thirty (30) days after the date of invoice shall accrue interest at the lesser of two percent (2%) per month or the highest rate permitted by applicable law. Client shall pay all reasonable collection costs, outside attorneys fees, court costs, and related expenses incurred by Stage Ops in collecting overdue amounts to the maximum extent permitted by law.

4.1 Quotes Are Estimates; Final Billing Based on Actual Conditions

Client acknowledges that all quotes, estimates, proposals, and deposit invoices are estimates based on information available at the time of booking. Final invoices will be based on actual personnel provided, actual hours worked, applicable role rates, minimum calls, overtime, double time, meal period charges, rest period charges, turnaround charges, holiday rates, urgent booking premiums, location-based charges, parking, travel, equipment, client-caused delays, and all other applicable labor conditions. Any amounts due on any final invoice that exceed the amount stated in an estimate, quote, or Statement of Services are due in accordance with Section 4.

4.2 Rate Sheet Incorporated

Stage Ops applicable Rate Sheet, labor conditions, role rates, minimum calls, overtime rules, double-time rules, premiums, and billing conditions are incorporated into these Terms and Conditions and each Statement of Services. In the event of a conflict between the Statement of Services, Rate Sheet, and these Terms and Conditions, the Statement of Services controls first, then the Rate Sheet, then these Terms and Conditions, unless otherwise required by applicable law.

4.3 Labor Rates, Minimums, Overtime, and Extended Schedule Premiums

Unless otherwise stated in the applicable Statement of Services or Rate Sheet, the following labor billing rules apply:

Minimum Call. Each crew member is subject to a minimum call of five (5) hours unless a longer minimum is listed in the Statement of Services, Rate Sheet, role requirement, or applicable law.
Daily Overtime. Overtime will be billed after eight (8) hours worked in a workday.
Daily Double Time. Double time will be billed after twelve (12) hours worked in a workday.
Weekly Overtime. Overtime will be billed after forty (40) hours worked in a billing workweek for the applicable project or event.
Billing Workweek. For client billing purposes only, the project or event billing workweek begins on the first scheduled day of the applicable project or event and repeats every seven (7) consecutive days until the project or event ends, unless otherwise stated in the Statement of Services. This billing workweek is used to calculate client charges and does not alter Stage Ops payroll workweek or any legally required wage calculation for employees.
7th Consecutive Day and Extended Schedule Premium. When the same crew member works seven (7) or more consecutive calendar days on the same project, client schedule, event run, venue run, or related assignment, the 7th consecutive day and each consecutive day thereafter will be billed at overtime for the first eight (8) hours worked and double time for all hours worked after eight (8) hours, until the crew member receives at least one full day off.
Full Day Off. A full day off means at least twenty-four (24) consecutive hours with no work performed by that crew member for the applicable project, client schedule, event run, venue run, or related assignment.
Higher Rate Controls. If more than one billing premium, labor rule, wage law requirement, Statement of Services term, Rate Sheet condition, holiday rate, turnaround charge, urgent booking premium, or other charge applies to the same hours, the higher applicable rate will control unless Stage Ops agrees otherwise in writing.
No Waiver by Estimate. A quote, estimate, proposal, or deposit invoice does not waive Client responsibility to pay final labor charges based on actual hours worked, actual schedule changes, applicable labor laws, and Stage Ops labor billing rules.
Billing Increments. For client billing purposes, all time may be billed in full-hour increments unless a different increment is stated in the Statement of Services or Rate Sheet. This billing rule does not alter Stage Ops wage obligations to employees.

4.4 Turnaround / Short Rest Period

If a crew member is scheduled, requested, directed, authorized, permitted, or reasonably expected to return to work without at least eight (8) consecutive hours off between the end of one call and the start of the next call, a turnaround premium of 150% of the applicable base rate may be billed until the crew member receives eight (8) consecutive hours off. If applicable law, the Statement of Services, or the Rate Sheet requires a higher rate, the higher rate will apply.

4.5 Meal and Rest Periods

Client is responsible for allowing legally compliant meal and rest periods and for coordinating the work schedule so crew can take required breaks. Unless otherwise agreed in writing, a compliant meal period must be provided no later than the end of the fifth (5th) hour of work. If Client requires, requests, prevents, delays, interrupts, or permits work in a way that causes missed, late, interrupted, short, or noncompliant meal or rest periods, Client will be responsible for all resulting labor charges, premiums, penalties, overtime, double time, and related costs. Client is responsible for providing reasonable access to water and safe break areas.

4.6 Urgent Booking Premium

Orders, crew additions, schedule changes, location changes, role changes, or material scope changes requested within forty-eight (48) hours of the scheduled start time may be subject to an urgent booking premium of up to 150% of the applicable regular rate. Stage Ops will use reasonable efforts to disclose urgent booking premiums before confirming labor when practical, but Client remains responsible for urgent booking premiums when labor is requested, confirmed, dispatched, or performed under urgent timing conditions.

4.7 Overnight, Holiday, Location, Parking, and Travel Charges

Overtime or premium rates may be billed for work performed between 12:00 a.m. and 6:00 a.m., on holidays, outside Stage Ops normal coverage areas, or under special venue, travel, parking, security, credentialing, access, or site conditions. Parking fees, travel time, mileage, lodging, per diem, rideshare, credentialing costs, and other project-specific costs may apply and will be billed to Client when incurred or reasonably required for the Services.

4.8 Client-Caused Schedule Changes and Delays

Client is responsible for all additional charges caused by schedule changes, delayed access, delayed trucks, delayed departments, site restrictions, safety holds, weather delays, client-directed extensions, added crew, added roles, added equipment, venue restrictions, credential issues, or any other condition that causes crew to work beyond the estimated schedule. Client approval by text, email, onsite direction, verbal instruction, sign-in sheet approval, continued use of crew, or acceptance of crew services shall be sufficient authorization for the resulting charges.

4.9 Invoice Disputes

Client must raise any invoice dispute in writing within five (5) calendar days after receipt of the invoice and must identify the specific line item disputed and the good-faith basis for the dispute. Undisputed amounts must be paid by the due date. Failure to timely dispute an invoice does not waive any rights that cannot be waived by law, but it may be treated by Stage Ops as acceptance of the invoice for ordinary business purposes.

5. INDEPENDENT CONTRACTOR STATUS

In providing Services under this Agreement, it is expressly agreed that the relationship between Stage Ops and Client is that of an independent contractor and not as an employee, partner, joint venturer, or agent. Client and Stage Ops acknowledge that this Agreement does not create a partnership or joint venture between them, neither Party has authority to bind the other, and this Agreement and any Statement of Services is exclusively a contract for services.

6. EMPLOYMENT RELATIONSHIP; PAYROLL PROVIDERS; EMPLOYER OF RECORD

As the common law employer or staffing provider of employees assigned to work on Client project ("Project Crew"), or through Stage Ops designated payroll provider or employer of record where applicable, Stage Ops has the right to physically inspect the work site and work processes to assess potential work site hazards to Project Crew, conduct post-accident or incident investigations, conduct drug testing where lawful and applicable, audit Client safety and training records, review and address Project Crew work performance issues, and enforce Stage Ops employment policies relating to Project Crew conduct at the work site. Nothing in this Agreement gives Client the right to determine Stage Ops employee wage calculations, payroll practices, employment classification, employment policies, or internal compensation decisions.

7. ADDITIONAL CLIENT RESPONSIBILITIES

7.1 Crew Replacement Option

Stage Ops endeavors to provide Project Crew of high caliber with the knowledge required by the applicable job scope. Client, in its sole discretion, may terminate a work assignment at any time for any lawful, nondiscriminatory reason upon written notice to Stage Ops. If Client is not satisfied with a Project Crew member, Client may, as its exclusive remedy, request Stage Ops to remove and replace the Project Crew member so long as such action is not discriminatory or otherwise prohibited by applicable law. If written notification occurs within the first four (4) hours of the first day of the assignment, Client will not be charged for that Project Crew member beyond the time actually worked unless a minimum call, legal requirement, venue requirement, or other cost applies. If Client retains the Project Crew member for more than four (4) hours worked, Client is responsible for the entire invoice for hours worked, orientation, applicable minimums, and any subsequent day worked by such Project Crew member. If Client requests a replacement, Stage Ops will endeavor to replace the Project Crew member with a suitable replacement in caliber and cost, subject to availability.

7.2 Supervision

Client is solely responsible for supervision, direction, control, design approval, safety, site conditions, engineering, final inspection, and acceptance of all Services and Project Crew provided by Stage Ops, unless Stage Ops expressly accepts a specific supervisory duty in writing. Any Stage Ops crew chief, lead, steward, coordinator, or supervisor assigned to a project is provided for labor coordination and communication only unless otherwise stated in writing. All work performed by Project Crew must be inspected by Client to ensure compliance with industry, health, safety, engineering, venue, and regulatory standards. Client is responsible for providing a safe workplace, including compliance with all laws and regulations applicable to Client work site. Client agrees to indemnify and hold harmless Stage Ops for any breach of this provision to the maximum extent permissible under applicable law. If Client hires a production manager or other third party to assume obligations under this Section 7.2, Client shall remain solely responsible for that production manager or third party and shall not be relieved of any Client obligations under this Agreement.

7.3 Vehicles or Mobile Equipment

If Client requires, directs, authorizes, or permits any Project Crew to operate a vehicle or mobile equipment of any kind for Client, then such individual will be deemed under Client control for purposes of liability insurance to the maximum extent permitted by law. Client accepts full responsibility for liability claims, except worker compensation claims of Project Crew, including defense, involving injury, property damage, theft, fire, collision, cargo damage, or public liability arising from operation of any vehicle or mobile equipment by any Project Crew who is required, directed, authorized, or permitted to operate the vehicle or equipment for Client. Client shall not require or permit Project Crew to operate a personal vehicle onsite to perform work unless Client holds appropriate insurance to cover such vehicle. Client permitting a Project Crew member to drive or park a personal vehicle onsite for ordinary access to the work site does not, by itself, create Client responsibility for that personal vehicle.

7.4 Tools; PPE

Stage Ops will instruct assigned employees to wear work shoes and high visibility vests ("Stage Ops PPE") when appropriate. Project Crew may be equipped with basic hand tools of the trade, such as a wrench, but Stage Ops does not guarantee that Project Crew will carry any particular tools unless specified in the Statement of Services. Unless expressly provided in the Statement of Services, Client will supply all tools, materials, equipment, lifts, machinery, ladders, fall protection systems, site-specific PPE, and venue-required equipment at Client cost. Client is responsible for ensuring that all Client-provided tools, equipment, machinery, and PPE are safe, inspected, compliant, and fit for use.

7.5 Safety

Client agrees to provide Project Crew with: (i) a safe work environment that complies with all applicable Federal OSHA, Cal/OSHA, and equivalent state agency standards; (ii) any site-specific safety training; and (iii) any site-specific personal protective equipment or safety equipment required for the work assignment, exclusive of Stage Ops PPE. Client shall inspect, maintain, and replace any site-specific equipment Client provides to Project Crew as needed. Client agrees to notify Stage Ops of any safety issues involving Project Crew as soon as Client learns of them, promptly notify Stage Ops of any accident, injury, illness, or medical treatment involving any Project Crew, and promptly provide Stage Ops a completed incident report with Stage Ops having the right to conduct an onsite investigation with Client cooperation. Client shall be responsible for all OSHA, Cal/OSHA, and similar recordkeeping responsibilities required by law in the performance and execution of this Agreement and each Statement of Services. If Client has not timely installed and made available a certified OSHA compliant fall arrest system or fall protection system at Client sole expense before Stage Ops Project Crew provides rigging, climbing, elevated work, or related services, Client shall pay Stage Ops all reasonable and necessary additional costs to provide the necessary qualified Project Crew, such as rope access technicians or other specialized personnel. Client shall inspect the fall protection system as required by law and supply Stage Ops with the most recent inspection reports upon request. Stage Ops has made employee resources available at https://www.stageops.net/employees.

7.6 Fatigue Management and Crew Rotation

For extended schedules, overnight work, short turnaround, long runs, heavy labor, high-risk tasks, or safety-sensitive work, Stage Ops may rotate Project Crew, require additional Project Crew, decline additional hours, require rest periods, or otherwise adjust staffing to reduce fatigue, safety, compliance, or operational risk. Client is responsible for additional costs caused by schedule designs, production needs, or client requests that reasonably require additional crew, replacement crew, rest coverage, or fatigue-management measures.

8. PERMITS

Client is solely responsible for securing all permits required at the local, municipal, state, or federal level, or for working with Stage Ops to secure the same when expressly agreed in writing. Client is also responsible for ensuring that all necessary third-party inspections are performed, or for working with Stage Ops to secure the same when expressly agreed in writing.

9. LABOR MATTERS (NON-UNION)

Client represents and warrants to Stage Ops that nothing related to Stage Ops provision of Services will require Client or Stage Ops to be bound by any collective bargaining agreement or duty to bargain collectively, unless expressly disclosed to Stage Ops in writing before booking and accepted by Stage Ops in writing. Client shall immediately notify Stage Ops if Client receives a request for union recognition, a petition to the NLRB for a union election, a labor dispute notice, a picket threat, or if any flow-down provision of a prime contract requires Stage Ops to accept or recognize any collective bargaining agreement as a condition of providing Services. Client agrees that it has not and will not obligate Stage Ops to recognize any labor union as a condition of supplying labor or Services under this Agreement unless Stage Ops agrees in writing. Client shall be liable to Stage Ops for any wages, benefits, attorney fees, penalties, late fees, premiums, damages, or costs imposed on Stage Ops as a result of Client failure to satisfy obligations contained in this Section or under this Agreement. Client shall promptly pay such amounts upon demand by Stage Ops. Client expressly indemnifies Stage Ops for any third-party claims related to Client breach of this clause to the maximum extent permitted by law.

10. INSURANCE

Without limiting or altering indemnification requirements under this Agreement, Client shall, at its sole expense, procure and maintain during the term of this Agreement all of the following insurance: (a) commercial general liability insurance with a limit, from either primary or excess limits, of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (b) to the extent applicable, workers compensation insurance with statutory benefits as required by any state or federal law; and (c) to the extent applicable to the Agreement, business auto liability insurance with a limit of not less than $1,000,000 per occurrence or accident. Upon reasonable request, Client shall deliver to Stage Ops certificates of insurance confirming the existence of required insurance and listing Stage Ops, and each of its parent companies, subsidiaries, affiliates, officers, directors, representatives, employees, subcontractors, and agents as additional insureds where applicable. Nothing contained herein shall be construed as limiting in any way the extent to which either Party may be held responsible for payment of damages or other sums to persons or property resulting from such Party performance or failure to perform under this Agreement or from any other acts or failure to act by such Party.

11. QUOTES, DEPOSITS, AND CONFIRMATION

Stage Ops shall not be liable for providing any Services or personnel until the required deposit is received by Stage Ops unless Stage Ops expressly agrees otherwise in writing. Client acknowledges and agrees that payment is essential to confirm availability of personnel and provision of Services. Stage Ops quotes are estimates and, to the best of Stage Ops ability, include items necessary to complete the Services based on available information. If additional Services, personnel, hours, schedule changes, travel, or adjustments are required to satisfy labor regulations or local, state, or federal law, then Sections 4 through 4.9 apply. Upon Stage Ops request, Client agrees to execute a new quote, Statement of Services, or Change Order to reflect such adjustments, as well as any corresponding increase in deposit.

11.1 Cancellation Fee

Cancellations, crew reductions, role reductions, or material schedule reductions made within forty-eight (48) hours of the scheduled job start time will incur a fee equal to five (5) hours per scheduled crew member, unless a longer minimum call, role minimum, urgent booking condition, non-cancelable cost, or Statement of Services term applies. Cancellations for roles with ten (10) hour minimums, full-day rates, specialized operators, riggers, production-critical roles, or crew-specific requirements may be billed at the applicable minimum or full-day rate. Same-day cancellations and cancellations after crew have been dispatched may be billed at the applicable minimum, actual time incurred, travel, parking, payroll costs, and any other non-cancelable costs.

11.2 Rescheduled Jobs

If Client cancels or reduces crew within the cancellation window defined in Section 11.1, applicable cancellation fees will be charged based on the original scheduled date and time, regardless of whether the job is rescheduled to a later date. Stage Ops may, at its discretion, apply a portion of cancellation fees as a credit toward the rescheduled date, but such credit is not guaranteed unless agreed in writing.

11.3 First-Time Clients and Deposit Requirements

Stage Ops may require a deposit up to one hundred percent (100%) of the estimated project amount for first-time clients, urgent bookings, large crew calls, multi-day projects, high-risk projects, travel projects, or any project requiring significant non-cancelable staffing commitments. Unless otherwise agreed in writing, any remaining balance is due under Section 4.

12. NOTICE

All notices, requests, demands, disputes, or other communications required or permitted by this Agreement must be given in writing, electronically or via USPS or comparable service with signature required, and delivered to the Parties as follows: Stage Ops LLC, 303 North Glenoaks Blvd. Suite 200, Burbank, California 91502, Phone: 877.290.1702, Email: Info@Stageops.net. Alternatively, notice may be given to the email of record provided by either Party, as updated from time to time, so long as the receiving party confirms receipt by return email or other written confirmation. Notice shall be deemed given on the date it was received as evidenced by confirmed receipt, signature, or date of first refusal.

13. INDEMNIFICATION

Client agrees to indemnify, defend, and hold harmless Stage Ops and its subsidiaries, affiliates, officers, directors, agents, representatives, subcontractors, payroll providers, employers of record, and employees from any expense, loss, claim, damage, fine, penalty, premium, wage claim, tax, benefit claim, citation, or cost, including reasonable outside attorneys fees, resulting from any claim, demand, action, or suit arising from: (i) Client breach of this Agreement or failure to perform responsibilities set forth herein; (ii) Client failure to comply with accepted industry health and safety standards, site-specific requirements, regulatory standards, or any regulation, statute, law, ordinance, permit, or government directive; (iii) negligence or willful misconduct of Client or its employees, agents, contractors, venue representatives, production representatives, or officers; (iv) Client supervision, direction, control, scheduling, or use of Project Crew; or (v) work site conditions, equipment, structures, vehicles, mobile equipment, permits, or third-party claims arising from the project, except to the extent caused by the sole gross negligence or willful misconduct of Stage Ops. Any settlement requiring indemnity shall require the indemnifying Party prior written consent, not to be unreasonably withheld.

14. NON-SOLICITATION; DIRECT HIRE; PLACEMENT FEE

Client acknowledges that Stage Ops invests substantial time and resources in recruiting, onboarding, training, credentialing, scheduling, and retaining Project Crew. During the Term and for six (6) months after the later of the last day Services are performed or the last invoice date, Client shall not directly or indirectly hire, employ, contract with, solicit for employment, or otherwise engage any Project Crew introduced, assigned, referred, or supplied by Stage Ops without Stage Ops prior written consent, except through a general solicitation not targeted at Stage Ops personnel. If Client hires or engages a Project Crew member in violation of this Section, Client shall pay Stage Ops a placement fee equal to twenty-five percent (25%) of the Project Crew member annualized first-year compensation or $5,000, whichever is greater, as a reasonable estimate of Stage Ops recruiting, replacement, onboarding, lost business, and administrative costs. Client also agrees not to use Stage Ops confidential Project Crew contact information for any purpose other than the applicable project. This Section is intended as a commercial staffing and placement protection clause between businesses and shall be interpreted to the maximum extent permitted by applicable law.

15. MISCELLANEOUS

15.1 Force Majeure

Any delay or failure by either Party in performance shall be excused if, and only to the extent that, such delay or failure is caused by occurrences beyond such Party control, including acts of God, decrees or restraints of governments, strikes or other labor disturbances, war, sabotage, pandemic-related shutdowns, severe weather, venue shutdowns, transportation interruptions, civil unrest, or any other cause that cannot reasonably be controlled by such Party. Notification of such delay or failure shall be promptly provided to the other Party, including the cause and extent of performance delayed or not performed. Force majeure shall not excuse Client obligation to pay for Services already rendered, costs already incurred, cancellation fees, non-cancelable costs, or obligations that accrued before the force majeure event.

15.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STAGE OPS WILL NOT BE LIABLE FOR ANY DAMAGES, CLAIMS, OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL DAMAGES, LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION, PRODUCTION DELAYS, EVENT DELAYS, OR THIRD-PARTY DAMAGES UNDER ANY LEGAL THEORY IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, EVEN IF STAGE OPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS AND EVEN IF SUCH LOSS WAS REASONABLY FORESEEABLE. STAGE OPS AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY CLIENT TO STAGE OPS FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM. CLIENT ACCEPTS THESE TERMS WITH THE UNDERSTANDING THAT STAGE OPS LIABILITY IS LIMITED, THAT AMOUNTS CHARGED TO CLIENT HAVE BEEN CALCULATED ACCORDINGLY, AND THAT CLIENT MAY REDUCE ITS RISK FURTHER BY MAKING APPROPRIATE INSURANCE AND SAFETY PROVISIONS.

15.3 No Guarantee; As-Is Staffing Services

Client agrees that: (i) Stage Ops is neither a guarantor nor insurer and will not be liable for injury, loss, damage to persons or property, work stoppages, production delays, or the conduct of any other person at the job site; (ii) Project Crew are assigned to supplement Client capabilities by performing labor job duties as Client may determine, direct, and supervise under a Statement of Services; (iii) Stage Ops is not providing Client with engineering, design, safety, inspection, legal, production management, event management, or a specific solution to a particular problem unless expressly agreed in writing; and (iv) Stage Ops does not assume Client responsibilities under any contracts that directly or indirectly relate to the provision or performance of labor. Except as expressly stated herein, Stage Ops Services, including Project Crew, are provided on an as-is basis without warranty of any kind, whether express or implied, including quality, merchantability, timeliness, or fitness for a particular purpose. Stage Ops shall not be regarded as a guarantor for any work product provided to Client. Client shall have sole responsibility for the safety, fitness, engineering, design, placement, materials, equipment, construction, modification, or alteration of any staging, tenting, decking, truss, rigging, scenic, lighting, audio, video, structure, or other item built, modified, moved, or worked on by Stage Ops or Project Crew, and for ensuring that all work remains in compliance with Client insurance, permit, venue, engineering, and legal requirements.

15.4 Governing Law

This Agreement is made in accordance with and shall be governed and construed in accordance with the laws of the State of California, United States, without regard to principles of conflicts of law. All claims arising under or related to this Agreement or the negotiation, validity, or performance of this Agreement shall be venued in a federal or state court sitting in Los Angeles County, California, and each Party irrevocably consents to the sole and exclusive personal jurisdiction of such courts, waives any objection to venue, and agrees not to plead or claim that such litigation has been brought in an inconvenient forum or that there are indispensable parties not subject to jurisdiction. The law of California applies under the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

15.5 Dispute Resolution

In the event of a dispute or conflict between the Parties, the Parties agree to first attempt to swiftly and amicably resolve such dispute in good faith within thirty (30) days of written notice of such dispute by either Party. In the event the dispute remains unresolved after the thirty (30) day period, the Parties agree to enter into mediation before a single mediator. In the event the dispute is not resolved by mediation, then any claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof shall be resolved subject to the Governing Law section above. Nothing in this Section prevents Stage Ops from seeking injunctive relief, collection of undisputed amounts, or other immediate equitable relief where appropriate.

15.6 Waiver and Severability

No waiver by Stage Ops of any provision of this Agreement is effective unless set forth in writing and signed by Stage Ops. No failure or delay of Stage Ops in exercising any right under this Agreement shall constitute a waiver of that right. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent necessary so that the remaining provisions continue in full force and effect.

15.7 Confidentiality

Each Party may acquire material, data, strategies, systems, pricing, rates, contacts, crew information, client information, operational methods, or other information relating to the Services, Agreement, or other Party that may not be accessible or known to the general public. Any such knowledge shall be kept confidential and shall not be used, published, or disclosed to any other person, firm, corporation, or entity, or used in any advertising or promotion regarding the respective Party or its Services, without first obtaining written permission from the other Party, which the other Party may withhold in its sole discretion. For the avoidance of doubt, Stage Ops confidential information includes Project Crew contact information, rates, staffing lists, availability lists, recruiting processes, operational systems, and client-specific staffing methods.

15.8 Intellectual Property

Stage Ops agrees that: (a) nothing in this Agreement is intended to convey any ownership or other rights in the trademarks, service marks, copyrights, or other intellectual property rights of Client, the event, artist(s), venue, or their respective affiliates (collectively, the "Trademarks"); (b) ownership of all such Trademarks shall remain the property of Client, artist(s), venue, or applicable owner; and (c) Stage Ops will not use any Trademarks except as permitted under Section 15.9 or with prior written consent of Client, which consent Client may withhold in its sole and absolute discretion.

15.9 Media and Publicity

Notwithstanding the Intellectual Property Section above, each Party grants the other Party a limited non-exclusive license to use each other trademarks, including logos, for purposes of listing the other Party as a client, vendor, partner, or service provider on websites, social media, case studies, investor decks, sales materials, and similar business materials in a factually accurate manner, unless Client opts out in writing before the applicable use. For the avoidance of doubt, Stage Ops may publicize Client as a client of Stage Ops in connection with the scope of services provided by Stage Ops unless Client has provided written notice prohibiting such use.

15.10 Modification of Agreement

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed or otherwise accepted in writing by each Party or an authorized representative of each Party. Notwithstanding the foregoing, Stage Ops may update website Terms and Conditions from time to time, and the version applicable to a given project will be the version incorporated into the applicable Statement of Services, quote, or booking confirmation unless otherwise required by law.

15.11 Assignment

Stage Ops may, voluntarily or by operation of law, assign or otherwise transfer its rights or obligations under this Agreement without prior written consent of Client to a successor in interest of all or a majority of Stage Ops assets or business operations, or to an affiliate, payroll provider, employer of record, financing provider, or subcontractor reasonably related to performance of the Services. Client may assign or otherwise transfer its rights or obligations under this Agreement only with the prior written consent of Stage Ops, not to be unreasonably withheld.

15.12 Inurement

This Agreement will inure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.

15.13 Titles and Headings

Headings are inserted for convenience only and are not to be considered when interpreting this Agreement.

15.14 Gender and Number

Words in the singular mean and include the plural and vice versa. Words importing any gender include all genders.

15.15 Survival

Sections 4 through 4.9, 9, 13, 14, 15.2, 15.7, and any other provisions which by their nature should survive this Agreement shall survive expiration or earlier termination of this Agreement.

15.16 Entire Agreement

This Agreement, the applicable Statement of Services, any attachments, the applicable Rate Sheet, and any written Change Orders constitute the entire agreement between the Parties regarding the Services. In the event of conflict, the Statement of Services shall prevail first, then the Rate Sheet, then these Terms and Conditions, unless otherwise required by law. There is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided herein. This Agreement has been mutually negotiated, with each Party having the opportunity to consult legal counsel. No rule of construction shall apply that resolves ambiguities against the drafting Party. Any ambiguities shall be interpreted to reflect the Parties intent as expressed in this Agreement.

15.17 Counterparts and Electronic Acceptance

This Agreement may be executed or accepted in PDF format, electronic signature, email approval, quote approval, online form submission, deposit payment, or other electronic format in any number of counterparts, each of which shall be deemed an original and all of which shall constitute a single document, notwithstanding that all Parties are not signatories to the original or some counterparts. Client acceptance may be evidenced by signature, email confirmation, text confirmation, deposit payment, written approval, crew confirmation, or allowing Stage Ops to perform Services.