Subscription Terms of Service
StarLyte Sound LLC (“StarLyte Sound”, “SLS”, “we”, “our”, or “us”) is a Virginia limited liability company that provides our customers (“you” or “your”, “Customer”, “User”, or “Licensee”) with access to an online music catalog (“Catalog”). This Catalog contains content, including but not limited to, songs and musical recordings (“Recordings”), that is licensed by StarLyte Sound LLC and may be utilized by our Customers pursuant to these Subscription Terms of Service (“Subscription Terms”).
In the event there is any disagreement or inconsistency between these Subscription Terms and our Website Terms of Service (“Website Terms”), these Subscription Terms, shall govern and control the rights and obligations of StarLyte Sound Customers.
I. Overview Subscription Terms: These Subscription Terms, which are inclusive of, and incorporate by reference our Website Terms, Subscription License Agreement, Privacy Policy, the rules of your Subscription Plan (“Plan”), and all other rules, policies and agreements we may publish from time to time (“Additional Policies”), govern your use of StarLyte Sound’s services as a StarLyte Sound Customer. These Subscription Terms form a legal agreement between you and StarLyte Sound in relation to your use of our subscription service. By utilizing a StarLyte Sound subscription, you accept and agree to these Subscription Terms. If you do not agree to these Subscription Terms, do not sign up for, or use our subscription services.
As used in these Subscription Terms, “Subscription Content” includes any and everything that you observe or experience directly through our Subscription Service, including text, music, images, videos, software, metadata, and user interfaces. The “Subscription Service” includes all aspects of the StarLyte Sound subscription, including but not limited to, all products, services, features and experiences made available through our website related to your subscription.
II. Grant of Rights: Upon agreeance to the Subscription License Agreement, and our receipt of payment for your selected Subscription Plan, you are granted a limited, non-exclusive, non-transferable license, during the Term (as outlined in the License Agreement) of your StarLyte Sound subscription, to access the Subscription Service and use Subscription Content in accordance with these Subscription Terms. No right, title, or interest shall be transferred to you, with the exception of those granted in the License Agreement.
III. Customer Accounts: You must create a StarLyte Sound Customer Account (“Customer Account”) to sign up for, and to be eligible for, the StarLyte Sound Subscription Service. The following rules apply to Customer Accounts:
a. When creating your account, you must provide accurate and complete information.
b. Account access is limited to only you, with the exception of key individuals internal to StarLyte Sound’s operations, such as an account manager, or customer service representative.
c. You will be required to create a username and password to open a Customer Account. Keep your account information safe and secure; do not expose or distribute your account information to anyone.
d. You may never use another Customer’s or user’s account without documented consent from said Customer or user.
e. You are solely responsible for the activity that occurs on your account.
f. You must inform StarLyte Sound in writing immediately of any unauthorized use of your account. StarLyte Sound will not be liable for your losses caused by any unauthorized use of your account, however you may be liable for the losses of StarLyte Sound or others due to such unauthorized use.
IV. Conditions of Use: StarLyte Sound hereby grants you permission to access and use the Subscription Service as set forth in these Subscription Terms, under the following conditions:
a. You confirm that you are at least 18 years of age, or the age of majority in accordance with the laws of the territory or country in which you reside, or if you are under the applicable age of majority, you assert that you will only utilize our Subscription Service with the permission of and in the presence of a parent or legal guardian, under such parent or legal guardian’s account, provided such parent or legal guardian is of the age of majority his or herself, and otherwise subject to these Subscription Terms. IF YOU ARE AN INDIVIDUAL WHO DOES NOT MEET THE AGE OF MAJORITY IN YOUR TERRITORY, OR IS NOT ACCOMPANIED BY A PARENT OR LEGAL GAURDIAN WHO MEETS THE LEGAL AGE OF MAJORITY IN YOUR TERRITORY, THEN YOU ARE STRICTLY PROHIBITED FROM USING STARLYTE SOUND’S SUBSCRIPTION SERVICES OR ENGAGING IN TRANSACTIONS WITH STARLYTE SOUND AND ANY AND ALL TRANSACTIONS MAY BE DEEMED NULL AND VOID.
b. You agree to the Subscription License Agreement and the rules set forth in your specific Subscription Plan, which outlines your rights and/or limitations of use specific to the Subscription Plan that you choose.
c. StarLyte Sound has received a full payment pertaining to the Subscription Plan(s) that you signed up for.
d. You will promptly report all uses of StarLyte Sound Recordings within each of your finalized projects as outlined in provision VIII. Reporting of Music Use of these Subscription Terms.
e. You acknowledge that a portion of the Subscription Content found throughout the Subscription Service may be provided by third-party providers and that StarLyte Sound may not have control over certain aspects of this Content.
f. You agree not to access Subscription Content through any way other than those provided by or authorized by StarLyte Sound.
g. We continually update the StarLyte Sound Subscription Service, including the Subscription Content. In addition, we continually test various aspects of our business processes, including but not limited to our Subscription Service, and website. We reserve the right to, and by using our Subscription Service you agree that we may, include you in or exclude you from these tests without notice. We reserve the right to make changes from time to time in how we offer and operate our Subscription Service without notice.
h. You agree to use the Subscription Service, in accordance with all applicable laws. Except as explicitly authorized in these Subscription Terms, you agree not to use or handle any of the Subscription Content in a manner that is not consistent with the rights granted by StarLyte Sound.
i. The ability to utilize our Subscription Service and Subscription Content may depend on several factors that are outside of our direct control, including the availability and quality of your internet connection and your devices. You are responsible for maintaining your internet access and devices and StarLyte Sound makes no representations or warranties regarding the quality of our Subscription Service or Content with regard to your internet connection or devices.
j. The Subscription Content on the Subscription Service, and the trademarks, service marks, and logos on the Subscription Service, are owned by or licensed to StarLyte Sound, subject to copyright and other intellectual property rights under the law.
k. StarLyte Sound reserves the right to modify or discontinue any aspect of the Subscription Service or Subscription Content at any time at our sole discretion.
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 14 days of the end of your subscription Term, constitutes an invalid use and shall subject you to additional fees up to the single use license fee for each failure. 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 these Subscription Terms, 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. 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 (see provision IX. Billing Plans) for that Plan.
VII. Territory of Use: 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 use (or “per-use”) 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.
VIII.Subscription Renewal: Your subscription will automatically renew, unless and until you cancel pursuant to these Subscription Terms. BY USING OUR SUBSCRIPTION SERVICE, YOU ACKNOWLEDGE YOU ARE SUBJECT TO AUTOMATIC RENEWALS AND WILL BE BILLED AUTOMATICALLY ON OR AROUND YOUR RENEWAL DATE.
IX. Unique Subscription Plans: We may offer several different types of subscription plans, including special promotional plans or subscriptions with differing conditions and limitations in relation to each other. Any materially different terms from those described in these Subscription Terms will be disclosed when you select and pay for a Subscription Plan or through additional communication methods. Details for each Subscription Plan that you obtain are available for your review by logging into your account.
X. Billing Plans: You may choose between different frequencies of billing (“Billing Plan” or “Billing Frequency”) when you sign up for a Subscription Plan:
a. Annual Billing Frequency: If you select Annual Billing, you will be billed every 12 months at the then-current annual billing rate, with the first payment being due upon sign-up.
b. Quarterly Billing Frequency: If you select Quarterly Billing, you will be billed every 3 months at the then-current quarterly billing rate, with the first payment being due upon sign-up.
c. Monthly Billing Frequency: If you select Monthly Billing, you will be billed every 1 month at the then-current monthly billing rate, with the first payment being due upon sign-up.
By starting your StarLyte Sound subscription, providing or designating a Payment Method, and selecting a Subscription Plan with a predetermined Billing Frequency, you authorize us to charge you for the Subscription Plan that you select and continue to charge you the applicable Billing Fees for the full Term of the subscription, as applicable and at the then-current rates, and any other charges you may incur in connection with your use of the StarLyte Sound Service, such as taxes or possible transaction fees, to your Payment Method. You acknowledge that the amount billed to you may vary based on factors such as promotional offers, and/or changing or adding a plan, and you authorize us to charge your Payment Method for such varying amounts, which may be billed as frequently as monthly in one or more charges. Subscription Fees are fully earned upon successful payment.
XI. Billing Method: Your Payment Method will be automatically billed at the appropriate billing frequency (whether monthly, quarterly, or annually) on the calendar day corresponding to the commencement of your paying subscription. We reserve the right to change the timing of our billing, in particular, as indicated below, if your Payment Method has not successfully settled. In the event that your paying subscription began on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. For example, if you begin your StarLyte Sound subscription on January 31st, and you choose the Monthly or Quarterly Billing options, your next payment date may be on or around February 28th or April 30th, respectively, and your Payment Method may be billed on or around that corresponding date. Changes to your subscription could cause your renewal date to change. Visit our website and click on the "My Account" link and then select “Subscriptions” to see your next billing date. We may authorize your Payment Method in anticipation of subscription or service-related charges. As used in these Subscription Terms, "billing" shall indicate a charge, debit, or other payment clearance, as applicable, against your Payment Method.
XII. Pricing Adjustments: We reserve the right to adjust pricing for our Subscription Service or any other products and services that we offer at any time and for any reason at our sole and absolute discretion. You will be notified of any changes to our subscription pricing. Subscription pricing changes will take effect on your subsequent renewal date.
XIII. Payment Methods: You may edit your Payment Method information for each Subscription Plan that you hold by logging into your account, clicking on “Subscriptions”, and updating the payment information for the desired Subscription Plan(s) that you would like to update. If a payment is not successfully settled for any reason, and you do not edit your Payment Method information or cancel your account in accordance with these Subscription Terms, you will still be responsible for any outstanding amounts for the full Term of your subscription and authorize us to continue billing the Payment Method, until all outstanding amounts have been settled; this may result in a change to your payment billing dates. The issuer of your Payment Method may charge you additional fees for certain Payment Methods; consult with your Payment Method service provider to understand their rules and policies. Payment processing services are provided by Stripe and are subject to the “Stripe Services Agreement”. By agreeing to these Subscription Terms or using our Subscription Services, you agree to be bound by the Stripe Services Agreement, with the understanding that the Stripe Services Agreement may be modified by Stripe from time to time. As a condition of StarLyte Sound enabling payment processing services through Stripe, you agree to provide StarLyte Sound accurate and complete information about you and/or your business, and you authorize StarLyte Sound to share this information, including transaction information, related to your use of the payment processing services provided by Stripe.
XIV. Cancellation: You may cancel your StarLyte Sound subscription at any time. To cancel your subscription, log in to your account, select the subscription that you would like to cancel, and follow the prompts for cancellation. We do not provide refunds for cancellations; all sales and payments are final.
XV. Refund Policy: All sales and payments are final and nonrefundable. We do not provide refunds or credits for unused or partially-used subscription plans or Content. StarLyte Sound reserves the right to provide a refund or credit at any time, and for any reason to some or all of our Customers. The amount and type of such refunds or credits, and how we decide to distribute such refunds or credits, is at the sole discretion of StarLyte Sound. The award of refunds or credits may be on a case-by-case basis, and does not entitle you to future credits for the same or similar situation(s) that may occur in the future.
XVI. Account Termination Policy: Notwithstanding anything herein to the contrary, you agree that StarLyte Sound, in its sole and absolute discretion, may deactivate your account or otherwise terminate, or suspend your use of the Subscription Service without prior notice or compensation to you if we believe that you have (i) failed to pay any subscription fees, (ii) breached and/or violated these Subscription Terms, our License Agreement, our Privacy Policy, or any of our Additional Policies, or (iii) conducted, or been involved in, illegal activities related to copyright infringement. StarLyte Sound will not be liable to you nor any third party for any termination of your account information. You acknowledge and agree that StarLyte Sound may retain and store your information on StarLyte Sound’s systems for archival purposes, and may continue to maintain and use any of your Content submitted to StarLyte Sound or on the Service, notwithstanding any termination or your account. IN THE EVENT OF ACCOUNT DEACTIVATION UNDER THIS SECTION, ALL CURRENTLY ACTIVE LICENSES SHALL BE TERMINATED AND ANY OUTSTANDING BALANCES DUE TO WILL STILL BE SUBJECT TO PAYMENT IN FULL FOR THE REMAINDER OF THE TERM OF SUCH LICENSES.
XVII. Digital Millennium Copyright Act: StarLyte Sound reserves the right to issue a Digital Millennium Copyright Act Notice, in accordance with 17 U.S.C. §512, to any company who utilizes any of our Content, including musical works, images, files, etc., in a manner that is not authorized in accordance with these Subscription Terms or our License Agreement.
XVIII. Representations and Warranties: StarLyte Sound offers the Work(s) as-is and StarLyte Sound, its officers, members, managers, employees, agents, and representatives make no representations or warranties of any kind concerning the Subscription Service, the Subscription Content, or anything related to the Subscription Service or Subscription Content, 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.
XIX. Limitation of Liability: To the fullest extent of the applicable law, StarLyte Sound assumes no liability or responsibility for any (i) flaws in content, (ii) any kind of personal injury or property damage as a result of your use of our Subscription Service, (iii) Any unauthorized use of our, or our service providers’, servers or personal or financial information stored within those servers, (iv) any interruption or delay of transmission to or from our subscription service, (v) any malicious software which may be transmitted to or through our subscription service by any third party, or (vi) any loss or damage of any kind sustained as a result of the use of any content transmitted to you, or made available via the Subscription Service. You agree that StarLyte Sound shall not be liable for Subscription Content or the defamatory, or illegal conduct of you or any third party, and that you entirely assume the risk of harm or damage from the foregoing.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL STARLYTE SOUND’S AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNT PAID BY YOU TO STARLYTE SOUND DIRECTLY RELATING TO THE SPECIFIC LINE-ITEM PURCHASE GIVING RISE TO SUCH LIABILITY.
XX. Indemnity: To the fullest extent permitted by applicable law, you agree to indemnify, defend in court, and hold StarLyte Sound, its, officers, managers, members, employees, attorneys, representatives, and agents, harmless from any and all claims, liabilities and costs, losses, damages or expenses (including reasonable attorney’s fees), or any injurious matter arising from (i) your use of and access to the Subscription Service, (ii) your violation of any term of these Subscription Terms, (iii) your violation of any third party right, including without limitation, any copyright, property, or privacy right, (iv) any third party claim which is inconsistent with any of the warranties, representations or agreements made by you, or (v) any claim that your Subscription Content caused damage to a third party.
XXI. Use of Received Information: You acknowledge and agree that StarLyte Sound is free to use any information, including comments, statements, questions, ideas, and feedback that you submit to us through any method of communication that we have access to, including our website, vocal communication, email, surveys, and any user interfaces related to our Subscription Service or Subscription Content, for any purpose whatsoever, without any additional compensation, whether monetary or non-monetary, or acknowledgement to you, no matter how similar it is to the information, that you transmit to us. Furthermore, you agree that StarLyte Sound shall not be held liable for any content that we produce or acquire that is similar to, or the same as, any unsolicited information that you submit to us. You also agree not to enforce any "moral rights" in and to any information that you submit, to the extent permitted by applicable law.
XXII. Third-Party Websites: The Subscription Service may contain links to third-party websites that are not endorsed, or controlled by StarLyte Sound. StarLyte Sound does not monitor the content or security of any third-party websites. By using our Subscription Service, you expressly release StarLyte Sound from any and all liability arising from your use of any third-party websites. It is recommended that you conduct your own evaluation of any third-party website that is connected to our website to determine its authenticity and trustworthiness when inputting information into those sites.
XXIII. Customer Support: To find more information about our Service and its features, or if you need assistance with your account, please visit the StarLyte Sound Frequently Asked Questions page at http://www.starlytesound.com/faqs or contact us at www.starlytesound.com/contact-us. In the event of any conflict between these Subscription Terms and information provided by StarLyte Sound Support or other portions of our website, these Subscription Terms shall prevail.
XXIV. Entire Agreement: These Subscription Terms, together with the Privacy Policy, the License Agreement, Additional Policies, and any other legal notices published by StarLyte Sound on the Subscription Service, shall constitute the entire agreement between you and StarLyte Sound concerning the Subscription Service.
XXV. Communication: By using the Subscription Service, you consent to receiving electronic communications, including informational, marketing, and promotional emails, from StarLyte Sound relating to your subscription account. If you no longer wish to receive certain non-transactional emails, you may opt out by selecting the “opt out” link contained within these emails. Further detail pertaining to our marketing communications can be reviewed in our Privacy Policy, which is accessible through our website.
XXVI. Assignment: The rights and obligations set forth in these Subscription Terms may not be assigned or otherwise transferred by you, but may be assigned or transferred by StarLyte Sound without restriction. These Subscription Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in these Subscription Terms shall be deemed to bestow any third-party rights or benefits.
XXVII. Governing Law: These Subscription Terms 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) Augusta County, Virginia, (ii) Charlottesville, Virginia, or (iii) Rockingham County, Virginia, over any suit, action or proceeding arising out of or related to these Subscription Terms. 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 these Subscription Terms. You agree that the Subscription Service shall be deemed solely based in Virginia, and the Subscription Service shall be deemed a passive website that does not give rise to personal jurisdiction over StarLyte Sound, either specific or general, in jurisdictions other than Virginia.
XXVIII. Surviving Sections Upon Termination: The following provisions of these Subscription Terms shall survive (i) any expiration or termination of your use of the Subscription Service, (ii) the deactivation or termination of your account, and (iii) the expiration or termination of your use of your License Agreement(s):
a. Provision XVII. The Disclaimer of Warranties
b. Provision XVIII. Limitation of Liability
c. Provision XIX. Indemnity
d. Provision XXVIII. Governing Law
XXIX. Force Majeure: Except for the payment of license-related fees, each party will be excused from any failure or delay caused by or the result of causes beyond its reasonable control and could not have been avoided or corrected through the exercise of reasonable diligence, including, but not limited to, acts of God, natural disasters, laws, and mandates of governmental authorities having jurisdiction of the subject matter hereto.
XXX. Limitation of Actions: BOTH PARTIES AGREE THAT ANY LEGAL ACTION RELATED TO ANY BREACH OF THESE TERMS MUST COMMENCE WITHIN TWO YEARS AFTER THE RIGHT OF ACTION ACCRUES FOR SAID BREACH. OTHERWISE, SUCH RIGHT OF ACTION SHALL BE PERPETUALLY UNENFORCEABLE.
XXXI. Amendments: StarLyte Sound may, from time to time, without notice and in its sole discretion, amend these Subscription Terms, and any other documentation, including the Privacy Policy, License Agreements, Subscription Plans, and Additional Policies. Your continued use of the Subscription Service thereafter will signify that you agree to be bound by such newly-amended terms, agreements, rules, and policies. Such amendments shall go into effect after 29 days of being published. it is your responsibility to review these Subscription Terms for any changes.
XXXII. Privacy: The use of your information is subject to our Privacy Policy which may be updated from time to time. Please review our Privacy Policy, accessible through our website to understand how we use your information. By using our Subscription Service, you are confirming that you have read and agree to our Privacy Policy.
XXXIII. General: No inadvertent waiver by either party or any inadvertent failure by either party to keep or perform any covenant or condition of these Subscription Terms 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 these Subscription Terms 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 these Subscription Terms 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 these Subscription Terms shall be effective as though such void, invalid or inoperative provision had not been contained herein.