Terms Of Service Agreement

Last modified - May 27th, 2015 


 

 

                                               Star 1 Entertainment - Terms of Use Agreement




Acceptance Of The Agreement

Please carefully read the following agreement (“Terms Of Use Agreement” or “Agreement”), which creates a legally binding, enforceable contract between you and Star 1 Records LLC. regarding your use of our music services, the Star 1 Entertainment website located at www.star1ent.com and your use of any and all applications, products, platform/technical integrations, subscriptions, graphics, audio, video, images and any other content displayed on or accessed through Star 1 Entertainment., including our content licensing, promotional and digital distribution services, regardless whether accessed through the Star 1 Records Website located at www.star1records.com or the artist promotional platform (collectively, "Star 1 Entertainment" or "Services"). Throughout this Agreement, “Company” “us” “our” and “we” refers to Star 1Records LLC., d/b/a Star 1 Entertainment, and its affiliate websites; and “you” or “Content Distributor” refers to you, the content distributor — anyone who accesses our Services after signing in using your email address and password (“Star 1 Account”). This Agreement supersedes and replaces any prior agreements you and Company may have executed with respect to the Catalog, as well as any material previously submitted by you to Company for distribution, promotion or otherwise. The terms of this Agreement supplement and do not limit our Terms of Use, Copyright Policy, and Privacy Policy, located at www.star1ent.com, to which you have already accepted by using Star 1 Entertainment, and which this Agreement incorporates by reference. In the event of a conflict between these terms and any other agreements between you and Company, including without limitation the Terms of UseCopyright Policy and Privacy Policy, unless provided otherwise in a separate signed writing between you and Company, the terms of this Agreement shall govern.

 

What This Agreement Covers

 

We, the Company, provide digital licensing, promotion and distribution services to owners and distributors of content, as well as digital asset management services, including metadata management, catalog encoding, reporting services, and mechanical royalty administration. You, the Content Distributor, are in the business of recording, producing and/or marketing sound recordings, musical compositions, and/or other intellectual property owned, administered or distributed by you. By agreeing to these terms, you hereby warrant that you are the owner or the authorized distributor of the sound recording copyright(s).

This Agreement covers digital distribution and other rights in and to the copyrights associated with the content you submit to Company, including any and all current and future sound recordings and, where not otherwise designated by you in the Star 1 Artist Dashboard, any underlying musical compositions embodied in such content (the “Music”). Additionally, this Agreement covers all other digital assets and the rights thereto, including without limitation, videos, album covers and other artwork, image files, marketing materials, trade names, trademarks, and logos, etc., that you submit to Star 1 (“Digital Assets”). Together, the Music and the Digital Assets shall be referred to collectively as the Catalog (“Catalog”). You may from time to time elect to add to the Catalog by logging into the Star 1 Artist Dashboard and supplying new content or amending existing content, the submission or amendment of which shall be subject to the terms of this Agreement.

Modifications To This Agreement

 

We reserve the right to make modifications to this Agreement from time to time, excluding modifications to the Star 1 Records distribution percentage that would decrease Content Distributor’s Share. Any such modifications will be made by updating and posting a new version on this Website and notifying you of the revised Agreement in accordance with the settings in your Star 1 Account and/or the Star 1 Artist Dashboard on Star 1 Entertainment. By using Star 1 Entertainment, you agree to be bound by the terms and conditions of the version of this Agreement that is in force during your use of the Services, as well as all applicable local, national, and international laws and regulations. In the event that we make any other changes to this Agreement, we will provide you with the opportunity to review and approve the terms prior to use of the Services. Should any modification be unacceptable to you, your sole recourse is to discontinue use of the Services.

Your Obligations to Third Parties

In connection with exploitation of the Catalog contemplated hereunder, you shall be solely responsible for (a) all record royalties due to artists, producers and other persons who performed in the making of the Music and other royalty participants, (b) all royalties due to any party as a result of samples included in the Music (c) all payments that may be required under collective bargaining agreements applicable to you and your affiliates, and (d) all music publishing licenses and royalties, excluding the procurement of licenses for any music not owned by you.

Warranties; Representations; Indemnity

Each party warrants and represents to the other party that it has the right and authority to enter into and perform this Agreement and that it will comply with all applicable laws in the performance of this Agreement.

Additionally, you hereby warrant and represent that you own, control and/or administer the Catalog, including both the Music and the Digital Assets, that the Catalog shall not infringe on the copyrights, trademarks, patents, moral rights, trade secrets, intellectual property rights, privacy rights, contractual rights, or other rights of any person or entity and, without limitation, that Company shall have the right to exploit the Catalog in all manner hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity, other than the amounts due to you described under this Agreement.

Notwithstanding breach of warranties hereunder, you hereby agree to defend, indemnify, and hold Company harmless from any and all costs, losses, damages, or expenses arising out of any breach of the foregoing warranties and representations. You also hereby agree to indemnify, defend, and hold Company and those authorized by Company to use and/or exploit the Catalog harmless from and against any and all claims, damages, costs, liabilities, and expenses, including reasonable counsel fees and litigation expenses, arising out of the use of the Catalog as contemplated hereunder. If a claim is made, Company reserves the right to withhold payment of royalties hereunder in an amount reasonably related to the claim and potential expenses. If you are acting for the benefit of, and/or as an agent or representative of any artist, individual, group, or corporation, you and the parties that you represent shall be bound to the terms of this Agreement and shall be jointly and severally liable for your breach of the Agreement and for breach of the Agreement by any of the parties you represent. COMPANY DISCLAIMS ANY WARRANTY NOT EXPRESSLY SET FORTH HEREIN, AND DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE FUNCTIONALITY, PERFORMANCE, OR RESULTS OF COMPANY’S WEBSITE OR SERVICE. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER.

1. Acceptance of Terms of Use

Since you may access a range of Services through Star 1 Entertainment, we ask you to review and accept the supplemental terms (“Supplemental Terms”) that apply to your interaction with each specific Service listed within separate agreements. To the extent those Supplemental Terms conflict with these Terms of Use, the Supplemental Terms associated with a Service govern with respect to your use of such Service.

These Terms of Use, together with our Privacy PolicyCopyright Policy, and any relevant Supplemental Terms, constitute the entire Agreement between you and Star 1 Entertainment pertaining to the Services, and may not be changed, waived, or terminated by you except by an instrument in writing signed by you and Star 1 Entertainment . Please note that these Terms of Use apply only to Star 1 Entertainment 's Services and that you should carefully review any additional terms and conditions that may apply to your use of third party products or services in connection with Star 1 Entertainment.

Upon accepting these Terms of Use and any applicable Supplemental Terms, subject to your full compliance with the Terms of Use and Supplemental Terms, you are granted a revocable license for the sole purpose of accessing our Services. You acknowledge that your access to the Services is subject to the Terms of Use to which you have agreed and subject to change, suspension, modification, or discontinuation at any time. Any new features or tools added to the current Services will also be subject to these Terms of Use. You are responsible for checking this page from time to time for any updates or changes to the Terms of Use and Supplemental Terms that may impact you.

2. Overview of the Services and Supplemental Terms

Star 1 Entertainment is continually improving its existing Services, as well as developing new Services to meet the needs of its users. By using or accessing any of the Services offered by Star 1 Entertainment listed below, you agreed to the Supplemental Terms that govern your use of and access to the relevant Service.

3. Your Star 1 Entertainment Account

In order to access certain features of the Services, you must create and/or sign into a user account (“Star 1 Entertainment Account”) of your own. Use of another’s account is not permitted. When creating your account, you must provide accurate and complete information.

You are solely responsible for the activity that occurs in your Star 1 Entertainment Account. You are also responsible for maintaining the security of your account password, as well as the passwords of any third party services that you may have elected to link to your account, e.g., Facebook and Twitter.

You agree to notify Star 1 Entertainment immediately of any breach of security or unauthorized use of your account. You may be liable for the losses of Star 1 Entertainment or others due to such unauthorized use or any other use in violation of these Terms of Use. We reserve the right to reclaim Star 1 Entertainment Accounts on behalf of businesses or individuals that hold legal claim or trademark on those accounts or reassign Star 1 Entertainment accounts after a period of inactivity of 18 months or longer.

Please review our Privacy Policy page for information regarding security, confidentiality, and what we do with the data you provide us.

 

4. Your Use of Star 1 Entertainment

 

You represent and warrant that you have the right and authority to agree to these Terms of Use and any Supplemental Terms to which you may also agree. You must also be fully able and competent to enter into and abide by the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and be able to abide by and comply with these Terms of Use. By using Star 1 Entertainment, you affirm that you are an individual who has reached the age of 18 years.

You may not use Star 1 Entertainment for any illegal or unauthorized purposes. You may not use the Services in a way that could damage its content or impair its operation in any way. You agree not to access, or attempt to access, any of the Services by any means other than through the interface that is provided by Star 1 Entertainment unless you have been specifically allowed to do so in a separate agreement by Star 1 Entertainment. You specifically agree not to access, or attempt to access, any of the Services through any automated means, including use of scripts, bots, or intelligent agents, engaging in search indexing in accordance with our Robot Exclusion Protocol, or accessing any application programming interfaces, or so-called “APIs”, that we have provided in accordance with our API rules.

5. Selling Of Music and Merchandise

Star 1 Entertainment is a platform for both promotion and direct sale of music download and merchandise from your Star 1 Account Page. You are solely responsible for all digital content for download and full-fulfillment of merchandise and warranty of the same. Star 1 Entertainment will retain 15% gross of all sales purchased through our e-commerce system for processing fees associated with the online transactions.

6. Our Intellectual Property

Star 1 Entertainment owns and retains all right, title and interest in and to the Services, and all related technology, materials, data, tools, widgets, user activity reports, intellectual property, programming, development and design, including but not limited to the front and back-end systems, visual design, Internet website, accompanying databases and domains. This Agreement does not transfer any ownership rights in any of the foregoing to you or any third party.

Notwithstanding any material posted or uploaded by users, all of the content on the Star 1 Entertainment website, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features, designs, trademarks, service marks, trade dress, and logos contained herein (marks), is owned by or licensed to Star 1 Entertainment , subject to copyright and other intellectual property rights under the law. Content on the website is provided to you on an "as is" basis for your information and personal use only and may not be copied, reproduced, distributed, transmitted, displayed, publicly performed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective rights holders.

7. Limitations of Liability

You expressly understand and agree that Star 1 Entertainment and its subsidiaries, affiliates, officers, agents, employees, partners, and licensors shall not be liable to you for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses (even if we have been advised of the possibility of such damages), resulting from the use or the inability to use the Services, the costs of procurement of substitute goods, services purchased or obtained, or messages received or transactions entered into through or from the Services, unauthorized access to or alteration of your transmissions or data Statements or conduct of any third party on the Services; or any other matter relating to the Services.

8. Indemnification

You agree to indemnify and hold Star 1 Entertainment and its subsidiaries, affiliates, officers, agents, employees, partners, and licensors harmless from any claims, losses, damages and expenses, including court costs and reasonable attorneys fees, made by any third party due to or arising out of content you make available through the Services, your use of the Services, your connection to the Services, your violation of these Terms of Use, or your violation of any rights of another party.

9. Additional Important Terms

We shall have the right to assign this Agreement at any time to any person or entity. These Terms of Use are binding upon and shall inure to the benefit of our respective successors and/or assigns.

In the event that a dispute arises between the parties to these Terms of Use, Star 1 Entertainment shall have the right to demand that the parties participate in at least four hours of mediation in accordance with the rules and procedures of United States Arbitration & Mediation. The parties shall share equally in the costs of the mediation.

This Agreement shall be governed by and be construed in accordance with the laws of the State of California, without regard to the conflicts of laws principles thereof. The parties hereby consent to the exclusive jurisdiction of and venue in the federal and state courts located in California and in Santa Clara County.

By clicking the “Agree and Continue” button, you are confirming that you have been advised as to your right to consult independent legal counsel regarding these terms and that you agree to the terms as of the Effective Date.

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