Subscription License Agreement
This License Agreement (the "Agreement") is a legal contract between you (“End User” or “Licensee”) and StarLyte Sound, LLC. (”StarLyte Sound”, “SLS”, or “Licensor”), a Virginia limited liability company with its principal office located in Stafford County, Virginia, for the purpose of Licensee’s use of certain rights in and to musical compositions and sound recordings (termed “Recordings” hereafter). By downloading Recordings from our website, you agree to conduct this transaction electronically and you agree to be bound by the terms of this Agreement in respect to those Recordings. If you do not accept or agree with these terms, do not sign up for a StarLyte Sound Subscription Plan (or “Plan”) and do not download Recordings.
The use of the Recordings is strictly subject to the terms set forth in this Agreement. Any information required to be provided by Licensee that is absent or incorrect, may result in this license being deemed null and void at StarLyte Sound’s discretion.
In consideration of the Agreement herein contained and payment of applicable fees on behalf of Licensee to Licensor, the parties agree as follows:
I. Headings/Provision Titles: The headings/provision titles in this Agreement are inserted for convenience only and shall not be used to define, limit or
describe the scope of this Agreement or any of the obligations herein.
II. Grant of Rights: Licensor hereby grants to Licensee a non-exclusive, non-transferable, limited license to use the Recordings represented by Licensor within the Territory, subject to the terms and conditions set forth within this Agreement and StarLyte Sound’s Terms of Service, which are incorporated herein by reference with the same force and effect as if fully set forth herein.
III. Exclusivity: This is a NON-EXCLUSIVE license. Licensor reserves the right to continue to license the musical Work(s) to other individuals or entities at Licensor’s sole discretion. You acknowledge that each of the Recordings is the property of Licensor and/or its respective composers, musicians, and producers (hereinafter “Interested Parties”, “Creators”, or “Artists”).
IV. Permitted Uses: Licensee is permitted to use the Recordings strictly as outlined in this Agreement and in accordance with the rules outlined in the Subscription Plan paid for by Licensee. Each unique project that Licensee produces while holding a valid StarLyte Sound Subscription Plan may contain Recordings in perpetuity within the specified territory outlined in your respective Subscription Plan, provided Licensee submit a complete and valid Cue Sheet to StarLyte Sound for each unique finalized project. Some rights and permitted uses are plan-specific and vary according to the Subscription Plan selected. Plan-specific rights that may vary include:
a. Term (the length of time that your Subscription Plan will be active for).
b. Territory of use
c. Number of unique finalized projects containing StarLyte Sound Recordings allowed per Territory during the subscription Term.
V. Reporting of Music Use: In order for a use to be valid, Licensee MUST report the use of all StarLyte Sound Recordings in each finalized project. Failure to report music usage within your subscription Term, constitutes an invalid use. Licensee shall furnish to StarLyte Sound a complete and accurate Music Cue Sheet (“Cue Sheet”) within 14 days of completion of each project containing any Recordings from our Catalog. Failure to report music use within 14 days of completion of each project may result in additional fees, up to the amount of a single use license fee for each Recording that was not reported promptly. Cue Sheets shall be submitted and shared to licensing@starlytesound.com by using the “Cue Sheets” template, which is accessible via the catalog interface after signing in to your Catalog Account. In the event that Licensee is unable to furnish a Cue Sheet electronically, due to a system malfunction or any other unforeseeable issue preventing the electronic transmission of a Cue Sheet, the Licensor will provide a written Cue Sheet by certified mail addressed to StarLyte Sound at the address set forth in provision V. Communication of this Agreement, or to such other address as may be designated by StarLyte Sound. You may also submit Cue Sheets via email to licensing@starlytesound.com.
VI. Communication: All notices required under this Agreement shall be in writing and delivered either (i) electronically via email to licensing@starlytesound.com, or through our website at www.starlytesound.com/contact-us or (ii) physically delivered by commercially established courier service via certified mail, return receipt requested, to the addresses specified below or at such other address as the parties shall designate in writing from time to time:
LICENSOR Mailing Address:
StarLyte Sound, LLC 200 S Wayne Avenue Waynesboro, VA 22980
Licensee agrees not to deal directly or indirectly with any Artist while this Agreement is in effect regarding Artist's Recordings where a Representation Agreement is in effect between Artist and Licensor without Licensor’s consent.
VII. Subscription Term: Your StarLyte Sound subscription term (“Term”) shall be the same as the Term listed in the Subscription Plan that you select and pay for and will automatically renew for successive equal terms unless and until you cancel your subscription. The “Term” as defined herein, shall mean the length of time that you will have a valid subscription license under the License Agreement. In the event that a Term is not listed in the details of your Subscription Plan, the Term shall be for the same length of time as the billing frequency for that Plan.
VIII. Territory: The geographical location(s) (the “Territory”) in which our compositions or Recordings may be used within your audio or visual media projects (“Projects”) is defined in the Subscription Plan(s) that you select. At any time during the Term of your Subscription Plan should you need to use Recordings outside of the permitted Territory for that Plan, including for client work, you or your client will need to either: (i) upgrade to, or pay for, a Subscription Plan that covers the desired Territory, (ii) purchase an additional Subscription Plan that covers the desired Territory, or (iii) purchase a single song license for the desired Recording(s) that covers your or your client’s desired territorial rights.
As an example, let’s say you, hold a valid StarLyte Sound Subscription License with a statewide Territory option in the state of Virginia. You create a television series for distribution only within the state of Virginia, that includes our Recordings in one of your episodes. Now let’s say, after pitching your show at a festival in Virginia, a major entertainment company (your “client” in this example) wishes to purchase that TV series from you for global exploitation. Either you, or that client will need to purchase additional rights for global use of the Recordings, via one of the aforementioned options above. For assistance with upgrades or making additional purchases, contact us via email at licensing@starlytesound.com or through our website at www.starlytesound.com/contact-us.
WITH THE EXCEPTION OF TARGETED OR PAID ADVERTISING, All customers with a valid Subscription Plan are permitted to use recordings within your project on all major social media platforms hosting free user-generated content, provided you have reported the use of recordings in each project as outlined in provision v. reporting of music use. TARGETED OR PAID ADVERTISING ON SOCIAL MEDIA PLATFORMS WILL REQUIRE THAT YOU OBTAIN THE APPROPRIATE SUBSCRIPTION PLAN OR SINGLE SONG LICENSE GRANTING THE TERRITORIAL RIGHTS FOR SUCH TARGETED USE. FOR NON-GEOGRAPHICALLY-TARGETTED USES, YOU WILL BE REQUIRED TO OBTAIN A LICENSE COVERING NATIONAL USE.
IX. Restrictions of Use: Licensee shall not use the Recordings in any of the manners described below:
a. The Recordings may not be sold or re-licensed as standalone music files, or included in any other media/stock product, library, or collection for distribution or resale. Licensee may not disassemble, decompile, reverse engineer, translate, or otherwise decode the Recordings for any reason whatsoever.
b. Licensee may not use the Recordings outside of the Territory specified within the specific Subscription Plan paid for by Licensee. Should Licensee wish to use the Recordings for work, including client work, outside of the Territory specified by said Subscription Plan, then Licensee or Licensee’s client must either (i) upgrade to, or pay for, a Subscription Plan that covers the desired Territory, (ii) purchase an additional Subscription Plan that covers the desired Territory, or (iii) purchase a single song license for the desired Recording(s) that covers your or your client’s desired rights.
c. Recordings shall not be used in or in conjunction with Sensitive Material without the prior written consent of StarLyte Sound. Sensitive Material shall be defined as follows:
i. Pornographic material or material that shows excessive sexual activity and nudity.
ii. Excessive or graphic violence.
iii. Actual (not performed by actors), real-life illegal activities.
d. Recordings may not be used in a way that may be considered invasive of privacy, defamatory, libelous, or fraudulent, false or misleading or in a way that is hateful or derogatory of any race, nationality, ethnic identity, gender, gender identity or sexual orientation, or political or religious belief, whether directly or in context or connection with other materials.
e. Recordings may not be used in any manner that creates a false inference or places the Recordings in a context that is likely to result in bringing the Recording(s), StarLyte Sound, or any Artist into (i) public disrespect, (ii) scorn, (iii) contempt, (iv) scandal, (v) ridicule, or (vi) that is likely to shock, insult, or offend the community or public morals or decency or prejudice StarLyte Sound, any of its Artists, or any person or property in the Recordings, or otherwise detract from or negatively affect the public image of StarLyte Sound or any of its Artists.
f. Licensee is not permitted to use Recordings in non-fungible tokens (“NFTs”) or digital collectibles without the express written consent from Licensor. Use of any Recording in NFTs or digital collectibles without consent from Licensor is a material breach of this Agreement and shall permit Licensor to immediately terminate any active license agreements and Subscription Plans, and seek all available legal remedies.
g. Recordings may not be used in any manner that misrepresents the source of the music licensing under this Agreement. Recordings may not be purchased and used by employees, contractors or agents of competitive licensing platforms (“StarLyte Sound Competitors”) for the advertisement of StarLyte Sound Competitor’s own websites, services, or related affiliate projects. Licensor reserves the right to terminate this Agreement in the event of a breach of this Subparagraph. Under this Agreement, a “StarLyte Sound Competitor” is defined as any entity that provides the following products and/or services:
i. Single song music licensing
ii. Subscription music licensing services
iii. Custom music and scores
X. Assignment: The rights and obligations set forth in this Agreement may not be assigned or otherwise transferred without Licensor's prior written consent. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Licensor may assign this Agreement without Licensee's consent.
XI. Representations and Warranties: If you are entering this Agreement on behalf of an organization, entity, or company, then that entity is bound to the license granted and the restrictions and limitations detailed herein (and such entity or organization is included in the term "Licensee") regardless of your future employment and/or relationship with such entity. You acknowledge representations you made regarding license details including, your information, details about the company you are representing, distribution methods, territory, term and exclusivity are true and correct to the best of your knowledge, and that you are legally authorized to enter into this Agreement.
StarLyte Sound offers the Work(s) as-is and makes no representations or warranties of any kind concerning the work itself, including, without limitation, warranties of title, merchantability, or the absence of latent or other defects, accuracy, or the presence or absence of errors, whether or not discoverable. StarLyte Sound represents and warrants, to the best of its knowledge, that it owns or controls 100% of the copyright in the compositions and 100% of the copyright in the master recordings contained within StarLyte Sound’s catalog and is legally authorized to grant the rights granted to Licensee under this agreement.
StarLyte Sound and Licensee both represent and warrant that StarLyte Sound and Licensee have the full right, power and authority to enter into this Agreement, and that neither StarLyte Sound nor Licensee, to the best of their knowledge, is currently and will not be during the Term of this Agreement, subject to any obligation or disability which will or might prevent or interfere with Licensor or Licensee fully keeping and performing all of the agreements, covenants, and conditions to be kept or performed hereunder.
XII. Indemnification: To the fullest extent permitted by applicable law, Licensee agrees to defend, indemnify, and hold harmless StarLyte Sound, its officers, managers, members, employees, attorneys, representatives, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of this Agreement, (ii) your violation of any term of this Agreement, (iii) your violation of any third party right, including without limitation, any copyright, property, or privacy right, or (iv) any claim that your use of this Agreement caused damage to a third party.
Licensor shall indemnify and hold Licensee harmless from any and all claims, liabilities and costs, losses, damages or expenses (including reasonable attorney’s fees) arising from any third-party claim which is inconsistent with any of the warranties, or representations made by Licensor in this Agreement. Licensee will notify Licensor of each claim to which the foregoing indemnity applies promptly within 14 days after Licensee has been formally advised thereof. In no event shall Licensor’s total liability exceed the amount of consideration received by Licensor hereunder with respect to such claim.
XIII. Performing Rights: The public performance of any musical compositions as embodied within the Recordings licensed herein by any system or media outlet is subject to said system(s) or media outlet(s) having current performance licenses from the American Society of Composers Authors and Publishers ("ASCAP"), Broadcast Music, Inc. ("BMI"), Society of European Stage, Authors and Composers ("SESAC"), or other applicable performing rights societies, as necessary. The performance of any Composition in the exhibition of any program materials authorized hereunder by systems not having licenses is subject to clearance of the performing right either from ASCAP, BMI, SESAC or other applicable performing rights society, in accordance with their customary practices and the payment of their customary fees. This agreement shall not supersede any clearances with regard to any Composition or Master authorized hereunder as required by performance right societies in such portion of the Territory as is outside of the United States and its possessions, which shall be in accordance with their customary practices and the payment of their customary fees to the extent required hereunder.
XIV. Limitation of Liability: Licensor’s entire liability and Licensee's exclusive remedy, with respect to any claims arising out of Licensee's use of the Recordings or accompanying material (if applicable), or out of Licensee's inability to download Recordings, shall be as follows:
a. Licensee may, upon request to Licensor, be permitted to retrieve the Recordings through an alternative method provided by Licensor.
b. If, after several unsuccessful attempts, Licensee is unable to download the Recordings and alternative methods are unsuccessful, Licensor may refund a portion of the fee actually paid by Licensee that is proportional to the number of total Recordings used by Licensee in projects during the current Term OR grant additional rights with respect to Licensee’s Subscription Plan, provided (i) all other methods have been exhausted, (ii) Licensor’s own attempts to demonstrate successful transmission and retrieval of Recordings, via catalog download or other alternative methods are proven unsuccessful, and (iii) Licensor determines in its sole and absolute discretion that Licensee has been unable to download such Recordings successfully.
c. In no event shall Licensor or any of its directors, officers, employees, shareholders, partners, or agents be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of this agreement, including without limitation Licensee's use of, reliance upon, access to, or exploitation of the recordings, or any part thereof, or any rights granted to Licensee hereunder, even if Licensor has been advised of the possibility of such damages, whether the action is based on contract, tort, negligence, infringement of intellectual property rights or otherwise.
d. In any and all scenarios, Licensor's total maximum aggregate liability under this agreement, the license provided hereunder, or the use or exploitation of any or all of the Recordings in any manner whatsoever shall be limited to the fees actually paid by Licensee to Licensor under this Agreement in respect to the use of the Recordings.
XV. Liquidated Damages: Licensor and Licensee agree that any use of Recordings in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, and such unauthorized use shall entitle Licensor to liquidated damages in the amount of ten (10) times the single song (or “per-use”) license fee, representing the same rights and coverage as the breached Subscription Plan, for each breach. The parties agree that Licensor’s actual damages in the event of this type of breach by Licensee would be difficult to definitively ascertain based on uncertainties regarding (i) the impact to Licensor’s reputation and goodwill in the industry and (ii) the damage to Licensor’s relationships with its current and future Artists. Licensor and Licensee therefore agree that the above-referenced amount is not a penalty for breach and is a reasonable liquidated damages amount. These liquidated damages are cumulative of and without prejudice to Licensor’s other remedies, including but not limited to injunctive relief and applicable legal remedies.
In addition, StarLyte Sound and/or its Artists shall have the right, without providing prior notice to Licensee, to issue a Digital Millennium Copyright Act (DMCA) notice (as provided by 17 U.S.C. §512 and any successor statute) to any site or outlet in which the project appears or is placed in violation of the terms of this Agreement.
The foregoing is not a limiting statement of Licensor’s or its Artists' rights or remedies in connection with any unauthorized use of the Recordings or any breach of this Agreement.
XVI. Surviving Sections Upon Termination: The following provisions of this Agreement shall survive (i) any expiration or termination of this License Agreement, (ii) the deactivation or termination of your account, and (iii) termination of your use of the subscription service:
a. Provision VIII. Restrictions of Use
b. Provision XI. Indemnification
c. Provision XIII. Limitation of Liability
d. Provision XIV. Liquidated Damages
XVII. Termination: Without notice beforehand, Licensor may automatically terminate this Agreement in the event of Licensee’s breach of provision V. Representations and Warranties and provision VIII. Restrictions of Use of this Agreement. In the event of any other type of breach or violation, Licensor may terminate this Agreement by giving notice in accordance with any of the methods outlined in provision V. Communication. If Licensee fails to remedy the breach complained of by Licensor within fourteen (14) days of the date of receipt mailing of the notice, then this Agreement may be terminated at any time on or after the fifteenth (15) day at Licensor’s sole discretion. In the event of termination of this Agreement due to breach by Licensee, Licensor shall be entitled to retain any fees paid by Licensee pursuant to this Agreement in addition to further legal remedies.
After termination of this Agreement, any use of the Recordings is prohibited and actionable as an act of infringement of copyright owned by the Licensor and/or Interested Parties and actionable under any other applicable causes of action.
XVIII. Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Virginia, applicable to agreements executed and to be wholly or partially performed within such State without regard to any conflict of law provision. Licensee hereby irrevocably submits to the exclusive jurisdiction of any state or federal court located in either: (i) Stafford County, Virginia, or (ii) Fredericksburg, Virginia, over any suit, action or proceeding arising out of or related to this Agreement. The state or federal court of choice shall be at the sole discretion of Licensor. To the fullest extent permitted under applicable law, Licensee irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that Licensee is not subject to the jurisdiction of the above-referenced Virginia courts and any objection that Licensee may now or hereafter have to the laying of venue of any suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. Both Licensor and Licensee hereby unconditionally waive their right to a jury trial of any and all claims or causes of action arising from or relating to this Agreement.
XIX. General: No inadvertent waiver by either party or any inadvertent failure by either party to keep or perform any covenant or condition of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant or condition, provided that the non-compliant party agrees to use its reasonable efforts to correct any failures.
Nothing contained in this Agreement shall be construed to evidence or create a joint venture or partnership between the parties or constitute either party as the agent of the other. Should any provision of this Agreement be held to be void, invalid or inoperative by a court of competent jurisdiction, such invalidity shall not affect any other provision hereof, but the remainder of this Agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein.
XX. Acknowledgment: YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS LICENSE AGREEMENT AND STARLYTE SOUND’S TERMS OF SERVICE, WHICH ARE INCORPORATED HEREIN BY REFERENCE WITH THE SAME FORCE AND EFFECT AS IF FULLY SET FORTH HEREIN. ADDITIONALLY, YOU AGREE THAT BOTH AGREEMENTS TOGETHER CONSTITUTE THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN YOU AND STARLYTE SOUND, LLC WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND STARLYTE SOUND, LLC RELATING TO THE SUBJECT OF THIS LICENSE AGREEMENT AND STARLYTE SOUND’S TERMS OF SERVICE.