These Terms of Service (these “Terms”) are a legal agreement between you (“you”) and Secret Golden Flower, LLC, a Delaware limited liability company (“SGF,” “we,” “us,” or “our”), governing your access to and use of the SGF Stage Manager website and application at stage.sgf.theater, including its document editing, revision, sharing, and export features (collectively, the “Service”). By creating an account or using the Service, you accept these Terms. If you do not agree to these Terms, do not use the Service.
If you create an account or use the Service on behalf of a production company, theater, school, or other organization, you accept these Terms for that organization, you represent that you have the authority to bind it, and “you” includes that organization. These Terms govern only the Service; other websites and services offered by SGF are governed by their own terms, posted with those services.
The Service
SGF Stage Manager is a software-as-a-service tool for stage managers and production teams. The Service creates call sheets and cue sheets, tracks published revisions of each document, exports print-ready PDFs, and publishes read-only share links. The Service provides document-preparation functionality; the contents of your documents remain yours and your responsibility, as described in Sections 5 and 13.
Eligibility and Accounts
Eligibility. You must be at least eighteen (18) years old and able to form a binding contract to create an account.
Registration. You will provide accurate, current information when creating your account and keep it up to date.
Credentials. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. You will promptly notify us at office@sgf.theater of any actual or suspected unauthorized use of your account.
Workspaces. Your workspace and its documents belong to you (including, where applicable, your organization) and are administered through a single account. Members of your company or crew do not need accounts to view what you share with them through Share Links, as described in Section 6.
Subscriptions, Fees, and Billing
Free Trial. New organizations may join the Service only through an invitation issued by SGF. Each invitation states its trial period in the invitation email and during signup. No payment card or other payment method is required for an invited trial. The trial creates no charge and does not convert automatically into a paid subscription. When the stated trial ends, the workspace becomes read-only as described in Section 4.
Subscription; Automatic Renewal. SGF may separately offer a paid subscription, currently priced at US $19 per month per organization, for continued editing and publishing after a trial. A paid subscription begins only after you affirmatively select it and authorize payment. Paid subscriptions are billed monthly in advance and renew month to month until cancelled; these paid renewal terms do not apply to an invited trial by itself.
Cancellation. You may cancel your subscription at any time through the billing portal, reached from the billing page in the Service, or by emailing office@sgf.theater. Cancellation takes effect at the end of the then-current billing period. Fees for partial billing periods are non-refundable, except where applicable law requires a refund.
Fee Changes. We may change subscription pricing by emailing the account owner at least thirty (30) days in advance. The new price applies beginning with the first billing period that begins at least thirty (30) days after the notice is sent.
Taxes. Prices do not include taxes. Where we are required to collect sales or similar taxes, those taxes will be added to your invoice.
Referral Credits. If an organization you referred completes the full first monthly payment for its own subscription, your organization will receive one credit equal to one month of your subscription price, applied toward a future eligible invoice. Each referring organization may earn one referral credit in total. If the qualifying payment is refunded or disputed, the credit is reversed. Credits have no cash value and are not transferable. We may modify or discontinue the referral program at any time; modifications apply only to future referrals.
Effect of Cancellation; Content Retention
Read-Only Access. If your trial ends without a subscription, or your subscription ends, your account retains read-only access to your productions and published versions, including PDF download, and you may continue to sign in. Editing and publishing require an active subscription once billing begins, and resume upon resubscription with your version history intact.
Retention. We will not delete Your Content (as defined in Section 5(a)) merely because a subscription has lapsed.
Inactive Accounts. If an account records no sign-ins for twenty-four (24) consecutive months, we may delete the account and Your Content, after first attempting at least ninety (90) days’ notice to the account email address.
Service Retirement. If we plan to retire the Service or discontinue read access, we will provide at least ninety (90) days’ notice to the account email address so that you can download PDFs of your documents first.
Exclusion for Breach. This Section 4 does not apply to accounts terminated for breach under Section 12.
Your Content
Ownership. All information, data, and materials that you submit to the Service, including productions, call sheets, cue sheets, notes, and logos (collectively, “Your Content”), remain yours. As between you and SGF, you own all right, title, and interest in and to Your Content.
License to SGF. You grant SGF a limited, non-exclusive license to host, store, process, display, and transmit Your Content solely as necessary to operate, secure, and improve the Service. We do not sell Your Content.
Your Responsibilities. You are solely responsible for Your Content, including for having the rights needed to submit it and for its accuracy. If Your Content includes personal information about other people, such as contact details on a call sheet, you are responsible for having a lawful basis to provide that information to us and to disclose it through Share Links (as defined in Section 6).
Share Links
You may publish, for any document, a read-only link that anyone holding the link can open without an account (each, a “Share Link”). You control when Share Links are created and revoked, and a revoked Share Link stops working immediately. You acknowledge that any holder of a Share Link may read the published version and may forward the link to others.
Acceptable Use
You will not, and will not permit any third party to, directly or indirectly: (i) submit content that is unlawful, infringing, or harmful, or that you lack the rights to share; (ii) interfere with or disrupt the integrity, security, or performance of the Service; (iii) attempt to access accounts, data, or areas of the Service without authorization; (iv) scrape the Service, or frame, mirror, resell, or rent access to it; or (v) reverse engineer, decompile, or otherwise attempt to derive the source code of the Service, except to the extent applicable law permits it notwithstanding this restriction.
Availability; Changes to the Service
SGF does not warrant uninterrupted availability of the Service and does not offer a service-level agreement. We may add, modify, or remove features of the Service. If we remove a feature that materially affects your use of the Service, we will provide reasonable advance notice by email.
Third-Party Services
The Service relies on third-party providers for functions such as hosting, payment processing, and email delivery, and may link to websites that we do not control. Payments are processed by our third-party payment processor; we do not store your full card details. We are not responsible for the content or practices of third parties.
Intellectual Property; Feedback
The Service, including its software, design, and copy, and the “Secret Golden Flower” and “SGF Stage Manager” names and marks, are owned by SGF or its licensors and are protected by intellectual property laws. Except for Your Content, no rights in the Service are granted to you other than the limited right to use the Service in accordance with these Terms, and you may not copy, modify, or redistribute the Service or its content without our prior written permission. If you provide suggestions or feedback about the Service, we may use them without restriction or obligation to you.
Privacy
Personal information that we collect from you as an account holder, such as your name, email address, and billing and usage information, is handled as described in the Secret Golden Flower Privacy Policy (the “Privacy Policy”) at sgf.theater/legal/privacy-policy. Your Content, including any personal information contained in your call sheets and cue sheets, is processed on your behalf under these Terms, not under the Privacy Policy.
Suspension and Termination
By You. You may stop using the Service at any time and may cancel your subscription as described in Section 3(c).
By SGF. We may suspend or terminate your account if you materially breach these Terms, if we are required to do so by law, or as reasonably necessary to protect the Service or its users. Where practicable, we will provide notice and an opportunity to cure before terminating.
Effect of Termination. If we terminate your account for breach, we may delete Your Content thirty (30) days after termination. During that window we will provide an export of Your Content on request, unless the law prevents us from doing so.
Survival. Sections 5(a), 5(b) (solely as needed to retain and export Your Content under Section 12(c)), 10, 11, 12(c), this Section 12(d), 13 through 16, 18, and 19, together with any payment obligations accrued before termination and any provision that by its nature should survive, survive any termination of these Terms.
Production Responsibility
The Service organizes production paperwork; it does not execute or call cues during rehearsal or performance. You are solely responsible for verifying the accuracy of your call sheets and cue sheets and for all decisions made in rehearsal and performance, including safety-related cues.
Disclaimer of Warranties
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SGF DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, SGF DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
Limitation of Liability
Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SGF WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, OR DATA, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THESE TERMS, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SGF WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Total Liability. SGF’S TOTAL CUMULATIVE LIABILITY ARISING FROM ALL CLAIMS RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID TO SGF FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM AND (ii) ONE HUNDRED US DOLLARS (US $100).
Basis of the Bargain. THE LIMITATIONS IN THIS SECTION 15 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SGF AND WILL NOT APPLY WHERE PROHIBITED BY APPLICABLE LAW.
Indemnification
You will indemnify and hold harmless SGF against liabilities, damages, and reasonable legal costs arising from any third-party claim arising from Your Content or from your use of the Service in breach of these Terms. We will promptly notify you of any such claim, and you may participate in its defense at your expense.
Changes to These Terms
We may update these Terms from time to time. The date at the top of this page reflects the latest revision. For material changes, we will email account owners at least fourteen (14) days before the changes take effect. If you do not agree to a change, you may cancel your subscription, or stop using the Service, before the change takes effect, and the change will not apply to you. Continued editing or publishing after a change takes effect constitutes acceptance of the updated Terms; retaining read-only access under Section 4(a) does not, by itself, constitute acceptance.
Governing Law; Dispute Resolution
These Terms are governed by the laws of the State of California without giving effect to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Service that cannot be resolved informally will be brought exclusively in the United States District Court for the Northern District of California or the state courts located in San Francisco County, California, and you and SGF consent to personal jurisdiction and venue there. Either party may instead bring an individual claim in small-claims court where permitted. Before filing any claim, you agree to first email office@sgf.theater describing the dispute and give us thirty (30) days to attempt to resolve it.
General
Severability. If any provision of these Terms is held unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force and effect.
Waiver. A failure to enforce any provision of these Terms is not a waiver of it.
Entire Agreement. These Terms are the complete and exclusive agreement between you and SGF regarding the Service and supersede any prior or contemporaneous agreements or understandings regarding the Service.
Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of the assets relating to the Service.
Notices. Notices from SGF will be sent to your account email address and are deemed received when sent, unless we receive an automated notice that the message was not delivered. Notices to SGF must be sent to office@sgf.theater.
Force Majeure. Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.
Contact
Questions about these Terms may be directed to office@sgf.theater.