Terms of Service

(Please retain a copy of this agreement for your records)

This Agreement is made between Lodestar Entertainment, LLC., a New York State corporation and the business/licensee (herein referred to the Licensee) identified by Licensees digital assignation of Licensees acceptance of the terms and conditions herein, in consideration of the mutual promises and covenants contained in this agreement by the same terms and conditions as pertain to the goods (herein referred to as the PRODUCT) and services provided (herein referred to as the Service):

1. As required according to the terms set forth by our content providers, PRODUCT will, unless otherwise designated, be available only to end users located within the United States and its territories. Lodestar Entertainment grants to Licensee, by virtue of Lodestar Entertainment's licenses and permissions granted by its content providers (i.e. the record labels and copyright holders) for the Licensee to utilize the PRODUCT under the terms outlined and described herein and the terms dictated by the content providers. Lodestar Entertainment may at its option or as directed by the content providers, alter or modify the terms herein at any time and without the permission of the Licensee. Wherein Licensee shall be obligated to comply with any such alterations or modifications as directed by Lodestar Entertainment as directed.

2. This agreement in no way signifies or grants ownership or principal control of the PRODUCT to the Licensee, as sole ownership and principal control at all times remains with the primary copyright holders of the assets which comprise the PRODUCT, however upon who's behalf and in who's interests Lodestar Entertainment at all times acts by directive of its licenses and permissions.

3. Licensee may maintain the use of the PRODUCT supplied to the Licensee by Lodestar Entertainment and its agents as a library during the duration of this agreement for promotional purposes only. Lodestar and its agents retain the right to recall the permissions of usage and/or retention of the PRODUCT by the Licensee of all PRODUCTS at the termination of this agreement or at any time thereafter and/or upon demand of the record companies/copyright holders.

4. Recalling of products shall constitute a demand for the return of all physical PRODUCT (i.e. DVD's, CD's, data storage and/or any and all physical data storage platforms) and the destruction of all digital versions of the PRODUCT supplied to the Licensee by Lodestar Entertainment under the definitions of this agreement.

5. Licensee agrees to immediately abide by the terms of such a demand and in the case of digital versions of the PRODUCT shall include the destruction of all digital versions of the PRODUCT. Licensee agrees 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 Entertainment of such a demand.

6. PRODUCTS include but are not limited to Lodestar Entertainment DVD discs, digital files, CD's, digital storage devises and any and all programs licensed by Lodestar Entertainment to the Licensee. This license is an application by the Licensee to exhibit the Product of the PRODUCT under United States Copyright Law ONLY AT THE LOCATION DESIGNATED LISTED BY THE LICENSEE. Violation 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 Entertainment as a result of Licensees violation of any of the terms outlined herein. PRODUCT may not be transferred nor utilized at alternative and/or multiple locations and/or utilized or transferred to multiple playback devices and/or digital storage devices without the express written permission of Lodestar Entertainment.

7. 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 or use the Product. You are 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 of public performance as defined by United States Copyright Code definition. You acknowledge that the Product embodies the intellectual property of a third party and is protected by law. You may not, and you 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.

8. All PRODUCTS are for promotional use only. No admission charge will be levied for the sole purpose of viewing or listening to Lodestar Entertainment PRODUCTS. The Licensee is solely responsible for payments that may be required by all performing rights organizations, e.g. ASCAP, BMI, SESAC, etc. and is required to be licensed by such entities where applicable. The PRODUCTS at all times remain the property of Lodestar Entertainment and the respective record companies/copyright holders, whom Lodestar Entertainment represents with regards to the terms of this agreement.

9. The PRODUCTS 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 Licensees or the venues' 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 Entertainment 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 Entertainment 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.

10. 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.

11. Downloading and Risk of Loss; Availability of PRODUCT. All sales of PRODUCT are final. Lodestar Entertainment does not accept returns of PRODUCT once Licensee has purchased PRODUCT. If Licensee is unable to complete a download, please contact Lodestar Entertainment customer service. Licensee bears all risk of loss after purchase and for any loss of PRODUCT Licensee has downloaded, including any loss due to a computer or hard drive crash. Lodestar Entertainment may remove PRODUCT from the Service without notice.

12. Lodestar Entertainment offers its services and access to the PRODUCT, solely at its exclusive discretion and to the Licensee on a recurring subscription only basis. Lodestar Entertainment does not make its services or the PRODUCT provided within VJ-Pro on a single purchase or on a per asset basis. All Licensees are required to pay to Lodestar Entertainment a recurring Base Subscription fee in order to have continual access to VJ-Pro and its PRODUCT and services. Subscription terms are for six (6) months from the date of the Licensee's account activation, and Base Subscription fees are payable in advance, in thirty (30) day increments of nineteen dollars and ninety nine cents ($19.99), which will be automatically withdrawn by Lodestar Entertainment on or about the twenty eighth (28) day of the previous month, and applicable towards the subsequent thirty (30) day term of service. Licensee without condition, prejudice or reservation agrees to these terms and wholly grants permission to Lodestar Entertainment to collect this subscription fee in the form of an automatic charge to Licensee's account and payable though the credit agency or debit account provider that the License has designated for this purpose. Licensee hereby declares and does subsequently notify their relative credit and debit services provider that such an automatic charge to their account is wholly validated by them for goods and services, rendered and received by Licensee, and Licensee permits these charges by Lodestar Entertainment without condition, prejudice or reservation. Licensee may elect at any time to advise Lodestar Entertainment of Licensee's desire to not be automatically charged by Lodestar Entertainment a Base Subscription fee, but rather Licensee prefers to pay this fee manually and at Licensee's designated time and discretion. Upon such notification Lodestar will wholly discontinue any and all processes of further automatic charges to the Licensee's credit card of record and a processing fee of six percent (6%) shall be deducted from any funds refunded to Licensee in the event that any refund is determined to be due by Lodestar Entertainment. In the event of such a notification by the Licensee, any and all access granted to the Licensee by Lodestar Entertainment to VJ-Pro features, PRODUCT and services will be discontinued until such time as the relative Base Subscription fee representing the relative thirty (30) day term, and/or any relative credit agency fees, and/or any un-paid balances for PRODUCT or services received by Licensee has been paid in full.

13. Licensee may not terminate this agreement prior to the full six (6) month term of service being fulfilled as described herein unless by written notice, and permission is granted by Lodestar Entertainment and at its sole discretion. Licensee agrees that unfulfilled agreements are subject to a twenty five percent (25%) administrative expenditure recoupment fee of the total remaining valued balance due for any extended service term. All payments will be made to Lodestar Entertainment, llc. in advance of delivery of PRODUCT. Any shipments of physical versions of PRODUCT (requiring re-shipment for any reason) will incur a fifteen percent (25%) re-fulfillment fee above and beyond all delivery charges. This agreement will supersede any and all previous agreements. This agreement shall be automatically renewed by Lodestar Entertainment at the end of each subscription term, UNLESS AS DICTATED AND DIRECTED BY THE LICENSEE TO THE CONTRARY AT THE TIME OF ANY PURCHASE AND AS CHOSEN AS THE “DO NOT AUTOMATICALLY RENEWAL" OPTION IN THE LICENSEE'S REGISTRATION PROFILE CONTROLS WITHIN THE VJ-PRO WEB INTERFACE WHERE OPTION IS DEFINED, OR BY WRITING TO LODESTAR ENTERTAINMENT DIRECTLY, and all relative charges shall be levied and accepted by Licensee for products and services rendered unless notice is given by Licensee thirty (30) days prior to the end of the subscription term. A Lodestar Entertainment Terms of Use & License Agreement has been completed and Licensee agrees unconditionally to abide by its terms and of the conditions of this agreement. Failure on Licensee's part to fulfill any portion of this agreement shall not nullify this agreement as a whole. This agreement shall be governed by the State of New York and in the event it may be required, adjudicated in the State of New York. Licensee agrees to all of the terms above and below without reservation, condition and waives right to counsel in this matter.

14. 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 Lodestar 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 Entertainment 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 Entertainment and therefore the value thereof as described herein is immediately payable upon demand by Lodestar Entertainment 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 TERMS IN EFFECT WITH LICENSEE'S CREDIT PROVIDER(S), BANK(S) AND/OR FINANCIAL INSTITUTION(S) AND/OR AGENTS THEREOF OR OTHERWISE IN EFFECT PRIOR TO THIS DATE OF ACCEPTANCE OF THIS AGREEMENT BY THE LICENSEE.

15. Without limiting the foregoing: (i) in no event whatsoever shall Lodestar Entertainment 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 Entertainment 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.

16. Content copyright owners are intended third-party beneficiaries under this Terms of Use and may enforce the Terms of Use against Licensee and invoke all rights hereunder including limitations of liability.

17. Lodestar Entertainment and/or its partners and assigns reserve the unonditional 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 Entertainment's sole discretion and without prior notice.

18. 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 agrees that any falsification or act of false witness as to the declarations and agreement to terms declared herein by Licensee is an act of criminal fraud as defined by US Federal and State law and will be prosecuted in accordance with such statutes and under such relative penalties.

19. 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 Entertainment, LLC is deemed wholly and un-severably 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.

20. 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 Entertainment and/or its agents unless approved by Lodestar Entertainment in writing.

21. This agreement is deemed made in the State of New York, County of Otsego 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 terms set forth herein.