1. Access.

• Access to the Service is provided solely as an accommodation and at BeatStars' sole discretion, and is available only to (i) users and/or authorized representative(s) of an entity or users, that have a current and valid Publishing Agreement with BeatStars and Professional BeatStars Subscription. Your access to the Service may be further limited by BeatStars in our sole discretion. By using the Service, you acknowledge and accept these Terms of Service, the BeatStars Terms of Service, the BeatStars Privacy Policy, and consent to the sharing, collection and use of your data between BeatStars and its affiliated companies, in accordance with the BeatStars Privacy Policy.
• IN THE EVENT THAT THESE TERMS OF SERVICE CONFLICT WITH THE BEATSTARS TERMS OF SERVICE, THESE TERMS OF SERVICE WILL CONTROL, WITH THE UNDERSTANDING THAT ALL REASONABLE EFFORTS WILL BE MADE TO ENSURE THAT THE TWO TERMS FIT CONGRUENTLY TOGETHER.
• THESE TERMS OF SERVICE, WHEN ACCEPTED BY YOU USING THE SERVICE AND/OR  BY YOU CLICKING “I AGREE” OR “I ACCEPT”, WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND BEATSTARS,  WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST, BAND, GROUP, WRITER, AND/OR CORPORATION, IN WHICH CASE “YOU”, “YOUR”, OR THE LIKE HEREUNDER REFERS TO THE ARTIST, BAND, GROUP, WRITER, AND/OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. THEREFORE, PLEASE READ THESE TERMS OF SERVICE CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE USING THE SERVICE AND/OR CLICKING “I AGREE OR “I ACCEPT.” THE “EFFECTIVE DATE” OF THESE TERMS OF SERVICE IS THE DATE ON WHICH YOU FIRST USE THE SERVICE AND/OR CLICK THE “I AGREE” OR “I ACCEPT” BUTTON.
• BEATSTARS RESERVES THE RIGHT TO ADD, DELETE, AND/OR MODIFY ANY OF THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF SERVICE. IN THE EVENT OF SUBSTANTIVE CHANGES TO THESE TERMS OF SERVICE, YOU WILL BE NOTIFIED BY EMAIL, THROUGH YOUR ACCOUNT PAGE ON THE BEATSTARS WEBSITE, OR ANY OTHER APPLICABLE MEANS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO DISCONTINUE USE OF THE SERVICE. YOUR CONTINUED USE OF THE SERVICE FOLLOWING POSTING OF A CHANGE NOTICE OR NEW TERMS OF SERVICE ON THE BEATSTARS WEBSITE OR NOTICE TO YOU VIA EMAIL, WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGES.
• YOU ARE RESPONSIBLE FOR MAINTAINING A VALID EMAIL ADDRESS ON FILE WITH BEATSTARS FOR SO LONG AS YOU AVAIL YOURSELF OF ANY SERVICE.

2. Using the Service.

3. Territory.

4. Term and Cancellation.

5. Compensation.

• Gross Receipts. You agree that BeatStars shall retain ten percent (10%) of Gross Receipts of that you receive which is derived from any Sound Recording Royalties, Advance and/or Recording Budget related to each Recording(s) to which any BST Services are rendered in conjunction with such Recordings (the “Payment”). “Gross Receipts” shall be defined as all monies actually received and/or to be received by you which are directly and indirectly identifiably attributable to any Sound Recording Royalties, Advance and/or Recording Budget from any placement (as commonly defined in the music industry), licensing, sale, promotion or any other exploitation attributed to your Songs hereunder. Any expenses incurred on your behalf or in connection with this Agreement (e.g., any monies spent by BeatStars, if applicable) shall be fully recoupable and shall also be paid pursuant by you to BeatStars in connection with this Agreement.
• Recordings and Publishing Ownership. For the avoidance of doubt, you shall retain 100% ownership in all of your Songs and you or your designee shall collect One Hundred Percent (100%) of all so-called publishing monies derived from any exploitation of the Recording(s) and/or musical compositions embodied in Recordings (always subject to any Publishing Agreement that you have with BeatStars Music Publishing LLC). 
• Accounting. BeatStars shall have the right to submit a separate invoice and necessary documents to any third party, artist, label, or distributor to collect the payment in accordance with Paragraph 5(a) and/or be included in any Agreement as a third party beneficiary via an irrevocable Letter of Direction. Furthermore, in the event that any third party, artist, label, or distributor fails or refuses to pay BeatStars, you shall remit to BeatStars the payment within five (5) days immediately following the request of BeatStars.

6. Your Information.

7. Changes.

8. Third Party Services

9. Warranties and Indemnification.

• You are at least eighteen (18) years of age, or have the authorization of a parent or legal guardian to enter these Terms of Service;
• You are not bound by any agreement that would prohibit you from entering into this Terms of Service;
• All registration information and other information you submit to BeatStars is and will remain truthful and accurate. You will notify BeatStars promptly if any information changes or needs to be updated. In the event BeatStars is put on notice with respect to a discrepancy or any inaccuracy with respect to any information provided by you, BeatStars shall have the right to suspend payments generated in connection with the any material(s) submitted by you if there is a question, discrepancy, or inaccuracy that may result in any potential harm and legal liability as it relates to BeatStars.
• You have, and shall continue to have, the full right, capacity, power and authority to enter and fully perform under these Terms of Service. Without limiting the foregoing, no consent of any third party is required, nor shall it be required, in order to effectuate the grant of rights made to BeatStars under these Terms of Service, or BeatStars’ enjoyment of such rights and the proceeds thereof as contemplated hereunder.
• Unless authorized hereunder, Neither the music, title, lyrics, images or other material comprising any Songs, nor any part thereof is, or shall be a copy of, any other copyrighted work, or infringes or shall infringe upon any statutory or common law rights of any third party; or violates or shall violate any statutory or common law. Without limiting the foregoing, no Song embodies a “sample,” “interpolation,”  arrangement, or other portion of a recording and/or musical composition owned or controlled by a third party.
• Your music, title, lyrics, images or other material comprising any Song, Recordings, Compositions any part thereof is are, and shall be free from, any adverse claims, liens or encumbrances of any kind by any person or entity.
• You hereby indemnify, defend, and hold harmless BeatStars, its parents, subsidiaries, officers, representatives, employees, affiliates, successors, licensees, its affiliated publishers, its affiliated subpublishers, administrators and assigns (“BeatStars Party(ies)”) from any and all claims, or any claims arising out of or in connection with any act or omission of any third party in connection with your Songs; (ii) your use of the Service and your activities in connection with the Service; (iii) your breach or alleged breach of these Terms of Service or any Additional Terms that relate to your use of the Service or BeatStars services; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (v) information or material transmitted through your Device (e.g., computer, phone, etc.) or by you, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) BeatStars use of your information or the material that you submit to us (including, but not limited to any intellectual property, User-Generated Content, and/or Songs) (all of the foregoing, "Claims and Losses"). You shall reimburse BeatStars on demand as it relates to your indemnification obligations herein.

10. Disclaimer of Warranties; Limitation of Liability.

• BEATSTARS DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME BEATSTARS MAY REMOVE THE OFFERING OF THE SERVICE (OR PARTICULAR PRODUCTS OR SERVICES THEREIN) FOR INDEFINITE PERIODS OF TIME, OR CEASE TO OFFER THE SERVICE IN ITS ENTIRETY, AT ANY TIME, WITHOUT NOTICE TO YOU.
• YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT.
• BEATSTARS DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE  WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND BEATSTARS DISCLAIMS ANY LIABILITY RELATING THERETO.
• TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY BEATSTARS PARTY BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH OR FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO:
  • THE SERVICE;
  • YOUR USE OF, OR INABILITY TO USE, THE SERVICE, OR THE PERFORMANCE OF THE SERVICE;
  • ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY BEATSTARS OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR ACCESS TO OR USE OF THE SERVICE;
  • ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS OR OTHER RIGHTS OWNERS;
  • ANY INJURY OR DAMAGES YOU SUSTAIN DIRECTLY OR INDIRECTLY AS A RESULT OF YOUR USE OF THE SERVICE;
  • ANY ERRORS OR OMISSIONS IN THE SERVICE'S TECHNICAL OPERATION; OR
  • ANY DAMAGE TO YOUR OR ANY AUTHORIZED REPRESENTATIVE'S COMPUTER, HARDWARE, SOFTWARE, MODEM, OR OTHER EQUIPMENT OR TECHNOLOGY, INCLUDING DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE, OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING LOSSES OR DAMAGES IN THE FORM OF LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR EQUIPMENT FAILURE OR MALFUNCTION.
• THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY EVEN IF ANY OF THE FOREGOING EVENTS OR CIRCUMSTANCES WERE FORESEEABLE AND EVEN IF BEATSTARS WAS ADVISED OF, OR SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, REGARDLESS OF WHETHER YOU BRING A LEGAL ACTION BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR TORT (INCLUDING WHETHER CAUSED, IN WHOLE OR IN PART, BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR DESTRUCTION OF THE SERVICE). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OF THE SORT THAT ARE DESCRIBED ABOVE, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
• EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BEATSTARS TOTAL LIABILITY TO YOU, FOR ANY AND ALL ALLEGED DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID BEATSTARS TO ACCESS THE SERVICE; PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY BEATSTARS.
• AT NO TIME DO WE REVIEW YOUR ANSWERS FOR LEGAL SUFFICIENCY, DRAW LEGAL CONCLUSIONS, PROVIDE LEGAL ADVICE, PROVIDE FINANCIAL ADVICE, OPINIONS OR RECOMMENDATIONS ABOUT YOUR LEGAL RIGHTS, REMEDIES, DEFENSES, OPTIONS, SELECTION OF FORMS, OR STRATEGIES, OR APPLY THE LAW TO THE FACTS OF YOUR PARTICULAR SITUATION. BEATSTARS IS NOT A LAW FIRM, A FINANCIAL INSTITUTION, OR A TALENT AGENCY AND WILL NOT PERFORM SERVICES PERFORMED BY AN ATTORNEY, FINANCIAL ADVISOR, OR TALENT AGENT. BEATSTARS, ITS SERVICES, AND ITS FORMS OR TEMPLATES ARE NOT A SUBSTITUTE FOR THE ADVICE OR SERVICES OF AN ATTORNEY OR A LAW FIRM, A FINANCIAL ADVISOR, OR A TALENT AGENCY.
• BECAUSE THE LAW CHANGES RAPIDLY, BEATSTARS CANNOT GUARANTEE THAT ALL OF THE INFORMATION THAT WE HAVE OR PROVIDE IS COMPLETELY CURRENT OR ACCURATE. THE LAW IS DIFFERENT FROM JURISDICTION TO JURISDICTION, AND MAY BE SUBJECT TO INTERPRETATION BY DIFFERENT COURTS. THE LAW IS A PERSONAL MATTER, AND NO GENERAL INFORMATION OR ACCOUNT SERVICES PROVIDED BY BEATSTARS CAN FIT EVERY CIRCUMSTANCE. FURTHERMORE, THE LEGAL INFORMATION CONTAINED ON THE BEATSTARS SITE, BEATSTARS PLATFORM, AND/OR BEATSTARS APPLICATIONS IS NOT LEGAL ADVICE AND IS NOT GUARANTEED TO BE CORRECT, COMPLETE OR UP-TO-DATE. THEREFORE, IF YOU NEED LEGAL ADVICE FOR YOUR SPECIFIC PROBLEM, OR IF YOUR SPECIFIC PROBLEM IS TOO COMPLEX TO BE ADDRESSED BY OUR ACCOUNT SERVICES AGREEMENT, YOU SHOULD CONSULT A LICENSED ATTORNEY IN YOUR AREA.
• FROM TIME TO TIME, BEATSTARS MAY PERFORM CERTAIN SERVICES, BUT AT NO TIME IS AN ATTORNEY-CLIENT RELATIONSHIP FOSTERED OR CREATED WITH BEATSTARS THROUGH THE PERFORMANCE OF ANY SUCH SERVICES.
• THE BEATSTARS SITE AND APPLICATIONS ARE NOT INTENDED TO CREATE ANY ATTORNEY-CLIENT RELATIONSHIP, AND YOUR USE OF BST SERVICES DOES NOT AND WILL NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND BEATSTARS. INSTEAD, YOU ARE AND WILL BE REPRESENTING YOURSELF IN ANY LEGAL MATTER YOU UNDERTAKE THROUGH BEATSTARS ACCOUNT SERVICES AGREEMENT.
• FOR AVOIDANCE OF DOUBT, BEATSTARS IS NOT A LICENSED AGENCY AND WILL NOT BE PERFORMING THE SERVICES OF AN AGENT.

11. Notices.

12. Governing Law.

13. Miscellaneous.