By submitting this document with electronic or physical signature, Volunteer hereby declares he or she has read, understood and accepts all terms in this Agreement. * A Stage Reborn
Standard Participation Agreement
This Standard Participation Agreement (the “Agreement” or “SPA”) is made and entered into as of the submission date of this form (the “Effective Date”) between A Stage Reborn, a Washington state nonprofit corporation (the “Corporation”) with a location of 115 N 85th Street Suite 202, Seattle WA 98103, and you (the “Volunteer”), together collectively (the “Parties”).
a. General Eligibility. Volunteers must be 18 years or older, or must have parental consent if under 18. Volunteers under the age of 18 may be restricted from participating in certain roles including but not limited to moderation and participating on the Corporation’s board of directors (“Board”).
b. Game Eligibility. If applicable to the Volunteer, some programs and activities may require or incidentally involve gameplay. Volunteering in these projects requires in-game access and good standing on the Volunteer’s account. Volunteers shall abide by any agreement, EULA and related while participating as a volunteer.
II. Services and Responsibilities.
a. Services. The Corporation may engage the Volunteer to provide one or more services (the “Services”) including but not limited to gameplay, acting, teaching, hosting, speaking, coordinating, ushering, communications, social media, media assistance, writing, streaming, moderation, project management, illustration, digital artwork, computer programming, web design, screening, testing and debugging, general assistance and other services as assigned by superior through authority of the Board during volunteering. Volunteers responsibilities include adherence to Corporate role descriptions, rules and policies which will have been provided along with this agreement.
b. Performing Roles. Some volunteering may involve utilization of performing art talent including but not limited to machinima acting, vocal work, music and other performance. In addition to completing this Agreement, those looking to perform must complete an audition or screening process. To arrange your audition or screening, please contact Talent@AStageReborn.com. Non-performing roles, such as production crews, do not require audition.
c. THIS IS A VOLUNTEER AGREEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO CREATE MEMBERSHIP, THE RELATIONSHIP OF EMPLOYER AND EMPLOYEE, PRINCIPAL AND AGENT, PARTNERSHIP OR JOINT VENTURE, OR ANY OTHER FIDUCIARY OR NON-FIDUCIARY RELATIONSHIP TO THE CORPORATION OR ITS BOARD OF DIRECTORS UNLESS EXPRESSLY STATED IN WRITING. Volunteers shall not act as an agent for, or on behalf of, the Corporation, or to represent the Corporation, or bind the Corporation in any manner without Board authorization. Volunteers are not authorized to and shall not speak on behalf of the Corporation or use the Corporation’s trademark(s), copyright(s) or other property including intellectual property outside the scope of their role without the express written permission of the Corporation in writing. Any title given to Volunteers is solely descriptive of Services provided by the Volunteer and not a designation of membership to the Corporation unless expressly stated in writing.
III. Consideration. Unless specified in an addendum, all participation is entered into freely as a volunteer and there shall be no compensation, monetary or otherwise, in return for goods and services provided to the Corporation by the Volunteer. No in-game compensation shall be given outside of incidental gain directly related to independent in-game activity in the course of a program or activity in accordance with the Corporation’s Anti-RMT policies. The Volunteer may be given naming credit only for Volunteer’s participation related to where the Volunteer appeared or directly participated in. Volunteers are not entitled to any of the benefits other volunteers or Authorized Parties receive from the Corporation not expressly stated in their agreements.
IV. Term and Termination.
a. This Agreement takes effect immediately as of the Effective Date and remains in full force until the Volunteer resigns or is terminated. Volunteers may terminate their volunteering at-will with notice no less than fifteen (15) days to the Corporation. The Corporation shall have the right to discontinue use of any volunteer or terminate any volunteer Agreement at-will at any time with or without notice.
b. (Intentionally omitted.)
c. Section that shall survive termination of this Agreement are as follows:
V. Ownership of Work Product. Volunteers may independently or collaboratively create or use intellectual property including but not limited to literature, text, choreography, graphics, photos, sound or music, video, documentation, data, computer programming, website code, any other media, and any other objects, or a combination thereof, for purposes of the operations and activities of the Corporation (“Work Product”). Volunteer hereby agrees to transfer and assign all right, title, and interest to any Work Product produced, including all necessary related intellectual property, to the Corporation, and relinquish all rights, including moral rights, thereof, unless otherwise agreed upon by election of the Board in writing. Volunteer further agrees to assist the Corporation in obtaining, securing or receiving all intellectual property rights necessary to hold full ownership of the Work Product, and in absence, grants the Corporation all necessary powers and privileges to acquire and secure all intellectual property rights in its name.
VI. Publicity Release. In participating and conducting Services including incidental activities (“Volunteer Activities”) Volunteer hereby grants the Corporation, its affiliates, partners, heirs, assigns, agents, employees, successors, officers and directors and all such figures of those entities in and of the same (“Authorized Parties”) the absolute and irrevocable right and permission to use, publish, broadcast and/or copyright the use of Volunteer’s name, title, voice, photograph and/or likeness, caricature, and public information, in its current form or as retouched, digitized, cropped, altered, distorted or modified in any way, in any and all advertising, promotional, or other materials based upon or derived from the Volunteer Activities in any manner, in any media whatsoever for any and all purposes, including by way of example but without limitation advertising, promoting or publicizing products and services throughout the universe, in perpetuity, in any and all media now known or hereafter devised (including without limitation on the Internet), without additional compensation. Volunteer hereby further agrees anything derived there from will be owned solely by the Authorized Parties, and Volunteer shall not authorize the use of any print, negative or other copy thereof by anyone other than the Authorized Parties.
VII. Accommodations and Risk.
a. Accommodations. You acknowledge and agree that you are willing and able to, without limitation, complete any direct or related duties described herein with or without reasonable accommodation. If an accommodation is required, it is your responsibility to disclose to the Board, Board President or Executive Director of such need for an accommodation before executing any agreement with the Corporation and beginning your duties. The Corporation follows a nondiscrimination policy and offers equal opportunity volunteering.
b. Risk Waiver. You fully recognize and accept volunteering for the Corporation may have risks and unforeseen dangers including but not limited to mental and emotional stress, physical injury, and personal damage or loss. The Corporation, its Board, officers, agents, employees, staff and volunteers are not responsible for any claim, accident, injury, harm, loss, or any damages arising from actions and activities of the Corporation including your duties that do not occur as a result of willful wonton acts or gross negligence, and you hereby waive any such claim.
VIII. Nondisclosure and Confidentiality. Volunteers may see, hear, read, learn, or otherwise experience information or Content that is not publicly known (“Confidential Information”). Volunteer shall not disclose or disseminate any Confidential Information. Volunteers are not authorized to share Confidential Information with other Volunteers. Information publicly disclosed or disseminated by the Corporation (such as information released on our own social media or website) is no longer considered Confidential Information and can be shared with others. Confidential Information released by someone other than an official A Stage Reborn channel is not considered public and must still be kept confidential, neither confirmed nor denied. Volunteers who breach this confidentiality provision may be removed as a Volunteer and potentially barred from participation in any Corporate events or as a volunteer in the future.
IX. Handling of Confidential Information after Termination. After termination of this agreement, Confidential Information must remain confidential for no less than six (6) months or until the Confidential Information is made public. Volunteer shall return all tangible or nontangible items that were provided and shall destroy any and all copies of Confidential Information on Volunteer’s computers as well as any physical copies. Volunteer shall immediately surrender and refrain from access to any Corporate account upon termination or resignation.
a. Notice. It is the responsibility of the Volunteer to ensure the Corporation retains up-to-date contact information for the Volunteer at all times including at least name and telephone. For actions requiring notice, e-mail to the indicated contact address is sufficient. A Stage Reborn may be reached for notice at:
A Stage Reborn
115 N 85th Street
Seattle, WA 98103
Phone: (650) 665-9850
b. Authorization. The Volunteer hereby represents that he or she is fully authorized and empowered to enter into this Agreement, and that the performance of the obligations under this Agreement will not violate or infringe upon the rights of any third party, or violate any agreements between the Parties and any other person, firm or organization or any law or governmental regulation.
c. Integration. This Agreement and the Rules constitute the entire agreement and understanding between the parties with respect to the subject matter herein and therein, and supersede and replace any and all prior agreements and understandings, whether oral or written with respect to such matters except for agreements which expressly state the incorporation of this Agreement. In the event of a conflict of terms in agreements that incorporate this Agreement, this Agreement shall control only in absence of any express statement indicating otherwise.
d. Changes. Any changes to this agreement must be agreed upon by both parties in writing. This Agreement shall not be assigned by either party without the express consent of the other party. If, for any reason, any provision of this Agreement shall be determined to be unenforceable, invalid or inoperative for any reason, the validity and effect of the other provisions herein shall not be affected thereby, provided that no such severability shall be effective if it causes a material detriment to any party. Such provision shall then be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.
e. Enforcement. Any failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
f. Indemnification and Liability.
i. Indemnification. The Volunteer shall indemnify and hold harmless the Corporation, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, loss, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, the Volunteer’s services under this Agreement.
ii. Liability and Disclaimer of Warranty. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BODILY INJURY, DEATH, LOSS OF REVENUE, OR PROFITS OR OTHER BENEFITS, AND CLAIMS BY ANY THIRD PARTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS. THE WARRANTIES CONTAINED HEREIN ARE THE ONLY WARRANTIES MADE BY THE PARTIES HEREUNDER. EACH PARTY MAKES NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. A STAGE REBORN DOES NOT PROVIDE ANY WARRANTY THAT OPERATION OF ANY SERVICES HEREUNDER WILL BE UNINTERRUPTED OR ERROR- FREE.
g. Legal. The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Washington without regard to conflict of laws provisions. Any action instituted by either party arising out of this Agreement will only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the State of Washington. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, HAVING JURISDICTION IN THE STATE OF WASHINGTON.