(Please retain a copy of this agreement for your records)
12/31/2022
This Agreement is made between Lodestar Entertainment, LLC (a limited liability U.S. corporation located in the State of Florida) and between the Licensee as designated below. By virtue of Licensee’s digital signature, Licensee declares full and unconditional acceptance of the Terms and Conditions outlined herein as pertain to the goods (herein referred to as the Product) and services provided.
1. Lodestar grants where permissible under US copyright law. limited permission to Licensee, by virtue of Lodestar’s permissions both formally granted and/or implied by its content providers (i.e. the copyright holders) for the Licensee to utilize the Product under the terms outlined and described herein. Lodestar may at its option or as directed by the content providers, alter or modify this permission at any time and without the consent of the Licensee. In that event, Licensee shall be obligated to comply with any such alterations or modifications as directed by Lodestar without reservation.
2. This agreement in no way signifies or grants ownership or formal sub-license, or principal control of the Product to the Licensee, as sole ownership and principal control at all times remains with the copyright holders upon who’s behalf and in who’s interests Lodestar at all times acts.
3. Licensee may maintain the use of the Product for the duration of this agreement exclusively for use within the context of a public performance display as described by US Copyright Definitions. Product may not under any circumstances be used by Licensee for any commercial broadcast, web-streaming, re-sale or any other application outside of the singularly approved application outlined above. Lodestar and its agents retain the right to recall the permissions of usage by the Licensee of all Products at the termination of this agreement, or at any time in the event of any misuse on the part of the Licensee.
4. Recalling of permissions shall constitute a demand for the destruction of all versions of the Product supplied to the Licensee by Lodestar. Licensee agrees to immediately abide by the terms of such a demand without condition, and Licensee agrees further to provide Lodestar with a sworn avadavat declaring such compliance and the fulfillment of such destruction of the Product within five (5) days of notice from Lodestar of such a demand.
5. Further to paragraph 3 of this agreement, Products include, but are not limited to, digital files of audio/visual media and any and all compilations of the same. Violation of any terms of use of the Product as outlined in paragraph 3 of this agreement, subjects the Licensee to penalties as set forth in Sections §101 and §104 (and others) of the US Copyright Code as well as any and all damages endured by Lodestar as a result of Licensee’s violation of any of the terms outlined herein. Further, PRODUCT MAY ONLY BE USED AND DISPLAYED WITHIN THE CONFINES OF THE INDIVIDUAL AND SINGULAR VENUE OF RECORD AND ADDRESS LISTED BY THE LICENSEE. Products not be transferred to nor utilized at any alternative venue and/or multiple locations and/or utilized or transferred to multiple playback devices and/or digital storage devices.
6. Product may not be altered in any manner by the Licensee. Licensee unconditionally agrees not to redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, license or otherwise transfer the Product. Licensee is not granted any synchronization, commercial sale, resale, reProduction, web streaming or mobile device performance, or distribution rights for the Product. This Product is for the exclusive use within the context of a public performance as defined by United States Copyright Code definition. Licensee acknowledges that the Product embodies the intellectual property of a third party and is protected by law. Licensee may not, and will not encourage, assist or authorize any other interest to, modify, reverse engineer, decompile or disassemble, or otherwise tamper with, the Product, whether in whole or in part, or create any derivative works from or of the Product.
7. All Products are deemed “for promotional use and display only.” No admission charge will be levied for the sole purpose of viewing or listening to the Product. The Licensee is solely responsible for payments that may be required by all performing rights organizations (e.g. ASCAP, BMI, SESAC, and/or any applicable performing rights organizations as dictated by sovereign territorial law and/or effect,) and where Licensee is required to be licensed by such entities. The Product at all times remains the property of Lodestar and the respective record companies/copyright holders.
8. The Product may not be re-sold or transferred to any third party. In the event of insolvency of the Licensee, or Licensee files a petition under any section of the US Bankruptcy Laws, or is adjudicated as bankrupt, or executed an assignment for the benefit of creditors or an involuntary petition in bankruptcy is filed against the Licensee, or a receiver or trustee is appointed for any of the Licensee’s or the venue’s property, or if the Licensee voluntarily or by permission of law loses control of the property or venue, or any interest in the location then Lodestar at its sole discretion ad option may terminate this agreement and all rights granted herein. This remedy shall be in addition to and without prejudice to any other rights or remedy provided by law to Lodestar The terms of this agreement are granted to the Licensee for a period of one (1) year and shall automatically renew for the same terms and conditions without further notice unless either party give notice my US mail or facsimile transmission of its intention to terminate at least thirty (30) days before the end of the initial term.
9. Any violation of a portion of this agreement, whether in part or in whole, automatically terminates this agreement and all rights granted herein to the Licensee. original or digital version or facsimile of an executed copy of this agreement shall constitute a binding agreement to all of the terms herein.
10. ALL SALES ARE FINAL AND NON-REFUNDABLE WITHOUT EXCEPTION. Lodestar does not accept returns of Product once Licensee has purchased and received the same in kind. Licensee bears all risk of loss or destruction of Product upon receipt of same.
11. Lodestar offers its services and access to the Product solely at its exclusive discretion and to the Licensee on a recurring, consecutive “Subscription Only” basis. Lodestar does not make its services or elements of the Product available on a single purchase or on a “per asset” basis. All Licensees are required to pay to Lodestar a recurring Base Subscription Fee in order to have continual access to the Product and Lodestar’s services.
12. CREDIT CARD PROVIDERS AND THEIR AGENTS MUST TAKE NOTICE AND ABIDE BY LICENSEE’S PERSONAL AND DIRECT INSTRUCTIONS HEREIN, WITHOUT ANY CONDITION THAT: Licensee hereby promises and agrees to pay all relative charges as they pertain to this agreement for all Products, services and fees described herein. Once Product has been received by Licensee, and/or Licensee’s agents and/or Licensee’s representatives, Licensee hereby irrevocably waives all rights of contest and/or charge reversal for any and all of the relative charges paid to Lodestar on Licensee’s behalf by Licensee’s bank and/or credit provider, their agents and/or assigns and Licensee further hereby declares these charges to be true and valid for goods and services received by Licensee from Lodestar and therefore the value thereof as described herein is immediately payable upon demand by Lodestar without condition or reservation. Licensee fully understands these terms and those proceeding and agrees to them in full without reservation or prejudice. THIS DECLARATION FULLY AND UNCONDITIONALLY SUPERSEDES ANY AND ALL AGREEMENTS, DIRECTIVES OF LICENSEE, AND/OR RELATIVE TERMS IN EFFECT WITH LICENSEE’S CREDIT PROVIDER(S), BANK(S) AND/OR FINANCIAL INSTITUTION(S) AND/OR AGENTS THEREOF, OR IN EFFECT AS OF THE DATE OF LICENSEE’S ACCEPTANCE OF TERMS.
13. Without limiting the foregoing: (i) in no event whatsoever shall Lodestar or its content providers total liability to Licensee for any and all damages arising out of or related to Licensee’s use or inability to use the Product exceed the amount of fifty dollars ($50.00); and (ii) in no event shall Lodestar or its content providers’ total liability to Licensee for all damages arising from your use of the Product, Service, or information, materials or Products included on or otherwise made available to Licensee through the Service (excluding the Product), exceed the amount Licensee has paid to purchase, on the Service, the Product directly related to Licensee’s claim for damages. These limitations will apply to Licensee even if the remedies fail of their essential purpose.
14. Content copyright owners are the intended beneficiaries under this Terms of Use and may directly enforce the terms herein and invoke all rights including limitations of liability.
15. Lodestar and/or its partners and assigns reserve the unconditional right to alter, modify and/or withdraw, revoke and/or add to any and all of the terms and definitions outlined herein at any time, and at Lodestar’s sole discretion and without prior notice.
16. By virtue of Licensee’s acceptance of these terms, as indicated by Licensee’s declaration of acceptance and digital signature, Licensee and his/her agents agree to be wholly and separately bound by these terms without reservation, condition or prejudice. Licensee wholly warrants and represents that the information provided by Licensee is true and correct under penalty of perjury. LICENSEE FULLY UNDERSTANDS AND AGREES THAT ANY FALSIFICATION OF LICENSEE’S IDENTITY AND/OR ACT OF FALSE WITNESS AND/OR OBFUSCATION OF TRUTH BY THE LICENSEE WITHIN THE CONTEXT OF THIS AGREEMENT IS AN ACT OF CRIMINAL FRAUD AS DEFINED BY US FEDERAL AND INDIVIDUAL STATE LAW, AND AS SUCH WILL BE PROSECUTED IN FULL.
17. The Licensee’s electronic signature as provided in conjunction with Licensee’s designation of acceptance of these terms during the initial registration application provided to Lodestar, LLC is deemed wholly sufficient as a true declaration of Licensee’s full and complete acceptance of the terms and conditions outlined herein in their entirety without reservation, condition or prejudice.
18. This agreement sets forth the entire understanding of both parties. The provisions of this agreement shall not be modified nor affected by any actual or alleged course of dealing, prior agreements, customs of usage of the parties, or the trade. No changes or modifications of any provision of this agreement shall be binding upon Lodestar and/or its agents unless approved by Lodestar in writing.
19. This agreement is deemed made in the United States, the State of Florida, County of Lee, and is subject to its laws and statutes and is effective on the date of registration of the Licensee. The individual signing this agreement warrants and represents that he/she has the express authority to enter into this agreement on behalf of the Licensee’s business name and associated partners and/or principals and that he/she has read and full understands the terms set forth herein, and agrees to be severally and jointly bound by the same.
