Last modified - May 27th, 2015
Acceptance Of The Agreement
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.
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.
4. Your Use of Star 1 Entertainment
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.
9. Additional Important Terms
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.