TERMS OF USE FOR PLATFORM PAYMENTS

Backstage LLC (“Backstage,” “we,” “us,” or “our”) welcomes you. We’re really excited that you have decided to access and use our payment services, which are made available to you through a variety of platforms, including, but not limited to, our website (the “Website”) and our mobile app, which is accessible through a variety of connected devices (the “App” and collectively with the Website, the “Platform”). We provide you access to the Platform subject to the following Terms of Use, which may be updated by us from time to time without notice to you. By accessing the Platform, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement”). If you do not agree to any of these terms, then please do not use the Platform. You and any other individuals using the Platform may also each be referred to individually as a “User.”

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

The Platform is available only for individuals aged 16 years or older. If you are under 16, you are not permitted to use the Platform.

We reserve the right, in our sole and absolute discretion, to deny you access to the Platform, or any portion of the Platform, without notice and without reason.

Backstage may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Platform and Platform Payments thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction section will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Platform. Your continued use of the Payments Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page so you are aware of any changes, as they are binding on you.

 

PLATFORM PAYMENTS

The Backstage platform may facilitate payments between Payers and Payees (“Platform Payments”) through our payment processing partner Stripe, but Backstage is not a party to any such Platform Payments and does not handle funds on behalf of Payers and/or Payees. Backstage is not an escrow service, nor is it a money aggregator or transmitter. Stripe is the sole payment processor for Platform Payments.  

Payees who receive Platform Payments from Payers on Backstage must agree to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement. As a Payee, by agreeing to these terms or continuing to operate as a Payee on Backstage, you agree to be bound by the Stripe Connected Account Agreement and Stripe Services Agreement, as those agreements may be modified by Stripe from time to time. As a condition of receiving payment processing services through Stripe, you agree to provide Backstage with accurate and complete information about you and your business, and you authorize Backstage to share this information and transaction information related to your use of the payment processing services provided by Stripe.

As a Payer making a Platform Payment through Stripe, you agree to pay all amounts you owe when due using your preferred payment method. You further authorize Stripe to charge your preferred payment method for amounts you owe when they are due, whether they are recurring or one-time payments. You must keep all payment information you provide us up-to-date, accurate and complete. Do not share your payment card, bank account or other financial information with any other Payer or Payee. We take steps to secure all payment methods and other personal financial information, but we expressly disclaim any liability to you, and you agree to hold us harmless for any damages you may suffer as a result of the disclosure of your personal financial information to any unintended recipients.

Backstage may enable you to make Platform Payments using credit, debit, or prepaid cards, by linking your bank account, or by any other payment method we support. We reserve the right to cancel your ability to make payments with one or more of the payment methods you have authorized in our sole and absolute discretion.

If you choose your bank account as your Platform Payment method, you authorize Stripe to make Automated Clearing House (“ACH”) withdrawals from your bank account, and to make any inquiries we consider necessary to validate any dispute involving payments you make to us or to a Payee, which may include ordering a credit report and performing other credit checks or verifying the information you provide us against third-party databases. You authorize Backstage or its payment processor provider to initiate one or more ACH debit entries (withdrawals) or the creation of an equivalent bank draft for the specified amount(s) from your bank account, and you authorize the financial institutions that hold your bank accounts to deduct such payments. You also authorize the bank that holds your bank account to deduct any such payments in the amounts and frequency designated in your Account.

If your full order is not processed at the same time, you hereby authorize partial debits from your bank account, not to exceed the total amount of your order You agree to pay any ACH fees or fines you or we incur associated with transactions you authorize. This return fee will vary based on which state you are located in. The return fee may be added to your payment amount and debited from your bank account if a resubmit of an ACH debit due to insufficient funds. We may initiate a collection process or legal action to collect any money owed to us. You agree to pay all our costs for such action, including any reasonable attorneys' fees. Federal law limits your liability for any fraudulent, erroneous, or unauthorized transactions from your bank account based on how quickly you report it to your financial institution. You must report any fraudulent, erroneous or unauthorized transactions to your bank no more than 60 days after the disputed transaction appeared on your bank account statement. Please contact your bank for more information about the policies and procedures that apply unauthorized transactions and the limits on your liability.

Platform Payment Disputes: All requests for Platform Payment chargebacks, errors, claims, refunds and disputes (“Payment Disputes”) will be subject to review by Backstage in accordance with the rules applicable to the payment method you used to make the Platform Payment and will be in Backstage’s absolute discretion. Backstage is not liable to you under any circumstances for Payment Disputes we are unable to resolve in your favor. We will normally process your valid written Payment Dispute request within thirty (30) days after we receive it, unless a shorter period is required by law. You may file a Payment Dispute by emailing it to Backstage support at support@backstage.com. If you close or deactivate your Account before we adjudicate your Payment Dispute, we will not be able to issue you any amounts you are owed. We will attempt to pay you any Payment Disputed amounts you are owed using the method with which you made the disputed payment, but we cannot guarantee that we will be able to do so if your payment method information is inaccurate, incomplete, or has been cancelled.

If your actions result, or are likely to result in a Payment Dispute, a violation of these Terms of Use or create other risks to Backstage or our payment processing partners, or if we determine that your Account has been used to engage in deceptive, fraudulent, or illegal activity, then we may permanently withhold any amounts owed to you in our sole discretion. If you have a past due balance due on any Account, or for any additional amounts that we determine you owe us, we may, without limiting any other rights or remedies: (a) charge one or more of your payment methods; (b) offset any amounts you owe us against amounts you may be owed; (c) invoice you for amounts due to us, which such amounts will be due upon receipt; (d) reverse or block any credits to your bank account; or (e) collect payment from you by any other lawful means.

If you fail to make Platform Payments you owe when due, or if Backstage is unable to charge one of your payment methods for any reason, Backstage reserves all rights permissible under law to recover payment and all costs and expenses incurred, including reasonable attorneys' fees, in our pursuit of payment. You explicitly agree that all communication in relation to delinquent accounts or overdue payments will be made by electronic mail or by phone. Such communication may be made by Backstage or by anyone on its behalf, including but not limited to a third-party collections agent.

As a Payee you acknowledge and agree that Backstage will be entitled to recover any chargebacks that may be imposed on Backstage by a credit card issuer on funds paid to you by Payers through the Platform. A chargeback occurs when a Payer rejects or reverses a charge on his or her credit card through the credit card issuer. You agree that Backstage may reverse any such payments made to you, which are subject to chargeback via a credit card issuer. To cover the cost of processing chargebacks, Backstage assesses a US$20.00 fee to Users for credit and debit card payment chargebacks. Backstage reserves the right to revoke and deny any and all rights to use the Platform of a User that Backstage believes to be abusing the chargeback process.

Backstage may, from time to time, place a hold on any of your payment methods. Any such hold will be temporary and will not mature into a charge on your payment method. Payment method holds are intended to prevent failed payments.

 

PLATFORM PAYMENT FEES

This section describes what fees you agree to pay Backstage in exchange for Backstage providing the Platform Payments to you, as detailed below.

SERVICE FEES FOR PAYEES

Payees will pay Backstage a service fee for the use of the Platform (the “Service Fees”). The Service Fees are paid solely by Payee. When a Payer pays a Payee for an Order, Stripe will credit the Payment Account for the full amount paid or released by the Payer minus the Service Fee. Payee hereby irrevocably authorizes and instructs Backstage to deduct the Service Fee from payments received through the Platform.

PAYER FEES

Payers pay Backstage a fee for payment processing and administration related to the fees they pay to Payees they engage through the Platform.

 

TRANSACTION AGREEMENTS

Although you are able to find information about Projects and Payees through our Platform, we are not a party to any Transaction a Payer makes with a Payee. Accordingly, we shall have no liability to any party in connection with such Transactions. As discussed below, we do recommend, however, that in connection with each Transaction, Payers and Payees memorialize their agreement to an executed (digitally or otherwise) written agreement (and recommend each party consult with their own attorney to do so), whether through the use of form agreements made available from time to time by Backstage, or Freelancer and Recipient’s own draft documents.

In addition:

 

Backstage may, from time to time, provide proposed form agreements for Transactions that may be used by Payers and Payees at their discretion and subject to any negotiations between the parties. Backstage makes no representations regarding the usage of these forms and disclaims, to the maximum extent allowed by law, all liability arising from the usage of such forms. In making these forms available to you, we are not providing legal advice, and you should consult with an attorney before entering into any Transaction, whether or not you choose to use the provided forms.

 

DISPUTES BETWEEN OR AMONG USERS

Backstage values our Members, and we understand that occasionally disputes may arise between or among them. Our goal is to provide tools to help users resolve such disputes independently. You acknowledge and agree that Backstage is under no obligation to become involved in or impose resolution in any dispute between or among users or any third party.

 

LIMITATION OF LIABILITY

1. Incidental Damages and Aggregate Liability.

In no event will Backstage or any of ITS AFFILIATES be liable for any indirect, special, incidental, or consequential damages, losses or expenses arising out of or relating to the use or inability to use the Platform or Platform Payments, including without limitation damages related to any information received from the Platform or Platform Payments, removal of content from the Platform or Platform Payments, including profile information, any email distributed to any User or any linked web site or use thereof or inability to use by any party, or in connection with any termination of your subscription or ability to access the Platform or Platform Payments, failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if Backstage, or representatives thereof, are advised of the possibility of such damages, losses or expenses. UNDER NO CIRCUMSTANCES WILL BACKSTAGE’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE PLATFORM, EXCEED THE PRICE PAID BY YOU FOR YOUR ACCOUNT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, OR, IF YOU HAVE NOT PAID BACKSTAGE FOR THE USE OF ANY SERVICES, THE AMOUNT OF $25.00 OR ITS EQUIVALENT.

 

2. No Liability for non-Backstage Actions.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BACKSTAGE BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, AND/OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM ANYONE’S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SITE, OR TRANSMITTED TO OR BY ANY USERS OR ANY OTHER INTERACTIONS WITH OTHER REGISTERED USERS OF THE SITE OR SERVICES, WHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.

In addition to the preceding paragraphs of this section and other provisions of these Terms of Use for Platform Payments, any advice that may be posted on the Platform is for informational purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. Backstage makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Platform. If you have specific concerns or a situation arises in which you require professional advice, you should consult with an appropriately trained and qualified specialist.

 

INDEMNITY

You agree to and shall defend, indemnify and hold harmless Backstage, its affiliates and its and its affiliates’ directors, officers, employees, agents, representatives, members, joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties (hereinafter “Affiliates”) from and against any and all claims, losses, expenses, including reasonable legal fees or demands of liability, including reasonable attorneys’ fees and costs incurred by Backstage and its affiliates in connection with any claim by a third party (including an intellectual property claim) arising out of (i) materials and content you submit, post or transmit through the Platform, or (ii) use of the Platform by you in violation of these Terms of Use for Platform Payments or the Platform’s Terms of use or in violation of any applicable law. Users further agree that they will cooperate as reasonably required in the defense of such claims. Backstage and its Affiliates reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Users, and Users shall not, in any event, settle any claim or matter without the written consent of Backstage. Users further agree to hold harmless Backstage and its Affiliates from any claim arising from a third party’s use of information or materials of any kind that Users post to the Platform.

 

CONTACT INFORMATION

If you have any questions about these Terms of Use or your rights or Backstage’s obligations relating to the Platform or the Platform Payments, please email us at legal@backstage.com or you may contact us by mail at:

 

      Backstage, LLC

      Attn: General Counsel's Office

      Backstage, LLC

      PO Box 1407

      White Plains, NY 10602

 

ELECTRONIC COMMUNICATIONS

You consent to receive communications from Backstage electronically. We will communicate with you by email or by posting notices on the Websites. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in “writing.” Notice will be deemed given 24 hours after it is posted on any of the Websites or sent via email. Alternatively, Backstage may still decide to provide notice by certified mail to the address provided in a User’s payment information.