StageClip Retail Agreement
This StageClip Personalized Graduation Videos Agreement is by and between StageClip Limited, a UK limited liability company with a principal place of business at Knights Farm, Avon Dassett, Warwickshire, United Kingdom, CV47 2AS(“StageClip”), and you (“School”) (collectively, “Parties”) for the 2022 school year (“Term”). By signing up for the Services you agree that you have read, understood, and agree to be bound by this Agreement.
Services.
StageClip is pleased to offer School and its graduates the following StageClip product (the “Product”) along with related services (collectively, the “Services”): personalized video clips of on-stage moments of graduates at their ceremonies.
Payment Terms.
- StageClip shall offer the Services to School’s graduates for $19.99 per clip.
- School shall receive from StageClip: 30% of the proceeds (the “Proceeds”) from purchased Product from its graduation ceremony when 11% or more of School’s graduating students who have a clip produced for them purchase the Product.
- StageClip shall deliver School its 30% of the Proceeds by August 31, 2022. There will be no further Proceeds after this point for Products produced in the Term.
- Required Information. School shall provide, the following information to effectively promote the Product to the graduating student body: student name, student degree title, student email address, ceremony video, School’s colors and logo.
Representations and Warranties.
- School represents and warrants that it has all necessary rights to any materials provided to StageClip for inclusion in the Product and for the operation of this Agreement. School will not provide any materials to StageClip which are or may be a in violation of any right or any third party, including copyright. StageClip do not knowingly intend to produce any product which is in violation of any copyright or proprietary rights or is tortious or illegal. School agrees to indemnify, defend, and hold harmless StageClip and their agents or employees in connection with claims, suits, damages, losses, liabilities, costs and expenses, including attorney’s fees resulting from or arising out of producing any video or material submitted to StageClip by School or its representative.
Compliance with Laws.
- StageClip, their employees and representatives, and School shall at all times comply with all applicable Federal, State, and local laws, rules, and regulations.
- Choice of Law. This Agreement shall be governed and construed under the laws of the State in which School is located.
Force Majeure.
StageClip will not be liable for losses or delays as a result of strikes, accidents, acts of God, government restrictions, or any other cause beyond its control and such delays shall not constitute a breach of contract.
Data Protection.
The Parties acknowledge that the data provided by School may contain or be considered “personally identifiable information” from “education records” that are subject to the Family Educational Rights and Privacy Act of 1974 (20 U.S.C. § 1232g) as amended (“FERPA”), as well as state laws that govern student privacy. FERPA, and the applicable state student privacy laws, are together referred to herein as “Applicable Student Privacy Laws,” and data subject to Applicable Student Privacy Laws that can reasonably be used to identify or contact a student shall be referred to herein as “Student Data.” To the extent StageClip processes Student Data in providing the Services to School, the Parties agree that:
- StageClip functions as a “school official” with a “legitimate educational interest” in providing the StageClip services to School in accordance with FERPA, or in a similar role as defined by other Applicable Student Privacy Laws.
- StageClip will maintain its status as a “school official” by using Student Data only for purposes of providing the Services, including with respect to communicating with students and parents about the Services.
- As between the parties, School owns and controls all Student Data provided to StageClip in connection with obtaining the Services and StageClip shall respond in a timely manner to School’s verified request for Student Data held by Herff Jones as required by Applicable Student Privacy Laws.
- StageClip shall not re-disclose Student Data that it receives from School in connection with the Services, unless the recipient of such disclosure is authorized to perform the functions and services provided or such disclosure is otherwise authorized by Applicable Student Privacy Laws.
- StageClip agrees to abide by and maintain adequate data security measures, consistent with industry standards and technology best practices, to protect Student Data from unauthorized disclosure or acquisition by an unauthorized person. StageClip will notify School without unreasonable delay in the event that it discovers that Student Data has been accessed or altered in an unauthorized way.
- StageClip will ensure each of its contractors and agents will also serve as “school officials” with respect to any Student Data provided to them in connection with providing Services to School and will comply with obligations consistent with those in this “Data Protection” section.
- Upon request or upon termination of the Agreement, StageClip shall, at direction and election of School, destroy Student Data, or return Student Data to School and direct any contractors or agents to do the same, unless otherwise required or permitted by Applicable Student Privacy Laws to transfer or retain Student Data in other ways. Student Data may persist in backup copies for a reasonable period of time following deletion (but will not be available to others).
