Terms of Service

Introduction

This Terms of Service ("Terms") is a legally binding agreement between you ("Member," "you" "your") and Stargaze LLC, D/B/A Stargaze Entertainment Group Inc., a Wyoming corporation, ("Stargaze", "we", or "us" or "our") that governs your rights to access and use certain Stargaze websites, applications, services, products and offerings (collectively, the "Platform"). Member and Stargaze may be referred to herein each as a "Party" and collectively as the "Parties." Defined terms in the singular number shall include the plural and vice versa when the context in which such defined terms are used indicates that such is the intent.

Our Platform enables artistic, creative, and talented individuals to upload audio, video, photographic or other media (respectively, "Artist/s" and "Content") for viewing by prospective agents, managers, producers, talent scouts and other businesses or individuals seeking to engage Artists (collectively, "Industry Members"). Artists and Business Members may be referred to collectively herein as "Members."

We maintain other terms and policies that supplement these Terms, such as our Privacy Policy. If you are under the age of 18, you may only use the Platform with the consent of your parent or legal guardian.

In the event of conflict, the order of precedence from first to last is as follows: (1) Artist Terms with regards to Artists and Business Member Terms with regards to Business Members, (2) this Terms, (3) Privacy Policy, (4) Website Terms of Use.

Terms

1. Stargaze's Provision of the Platform

Stargaze makes the Platform available to Artists and Business Members solely for the purpose of enabling Artists to submit Content to Business Members for the purpose of evaluating mutually beneficial business opportunities between Artists and Business Members, subject to Members' compliance with this Terms and any other applicable agreements between Members and Stargaze. Stargaze may make changes and updates to the Platform and Content curation at any time and for any reason.

2. Artist and Business Member Details

Basic information about Content will be available to all Members on the Platform. Certain information about Content and Business Members may only be available upon request. Such requests may require a requesting Member to provide additional information to Stargaze and/or to a specific Artist or Business Member via the Platform. Access to such information will be approved or rejected in Stargaze's and, as applicable, the Artist's or Business Member's discretion and Artist and Business Member each agree that Stargaze shall have no liability for Stargaze's provision of such access in accordance with an Artist's or Business Member's instructions. Notwithstanding the foregoing, Stargaze has the right to revoke a Member's access to any such information or Platform feature at any time and for any reason.

3. Permitted Use of the Platform

3.1 Use of the Platform

Member shall: (i) not make the Platform or Content available to anyone other than those authorized under this Terms; (ii) not use the Platform or Content in any manner that exceeds the scope of this Terms; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Platform; (iv) promptly notify Stargaze of any unauthorized access or use of the Platform, Content, passwords, or authentication credentials; (v) comply with this Terms; (vi) not inject any viruses, worms, time bombs, Trojan horses, and other harmful, destructive, deceptive or malicious code, files, scripts, agents or programs into the Platform; and (vii) comply with all local, state, federal and foreign laws applicable to Member's use of the Platform. Member may not provide Platform login credentials to any individuals or entities without Stargaze's prior, written consent.

3.2 Restrictions

Member shall not at any time, directly or indirectly: (i) copy, modify or create derivative works based on the Platform; (ii) rent, lease, lend, sell, license, sublicense, publish, frame, mirror or otherwise distribute any part of the Platform; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Platform, in whole or in part; (iv) intentionally disable, interfere with, or disrupt the integrity or performance of the Platform; or (v) access or use the Platform in order to build (or assist others in building) a competitive product or service or in any manner beyond the scope of the authorization granted herein.

3.4 Stargaze Intellectual Property

As between you and Stargaze, all software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music on and "look and feel" of the Platform, and all intellectual property rights related thereto (the "Stargaze Property"), are either owned or licensed by Stargaze, it being understood that you or your licensors will own Content you upload to the Platform. Such Stargaze Property, including Content created by users other than you, may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors' prior written consent. We and our licensors reserve all rights not expressly granted in and to their Content.

You represent and warrant that you will not use any trademarks, logos, or service marks of Stargaze or the Platform, whether registered or unregistered ("Stargaze Trademarks") unless you are authorized to do so by Stargaze in writing. You agree not to use or adopt any marks that may be considered confusing with the Stargaze Trademarks. You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include Stargaze or Stargaze Trademarks or that use or include any terms that may be confusing with the Stargaze Trademarks.

You acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase our value from your use of the Platform, including, by way of example and not limitation, through the sale of advertising, sponsorships, promotions, and Competitions (defined below), and except as specifically permitted by us in these Terms or in another agreement you enter into with us, you will have no right to share in any such revenue, goodwill or value whatsoever. You further acknowledge that, except as specifically permitted by us in these Terms or in another agreement you enter into with us, you have no right to receive any income or other consideration from any Content or your use of any musical works, sound recordings or audiovisual clips made available to you on or through the Platform, including in your Content, and (ii) are prohibited from exercising any rights to monetize or obtain consideration for your Content uploaded to the Platform.

Subject to these Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide license to access and use the Platform, including to download the Platform on a permitted device, and to access the Platform solely for your personal, non-commercial use. Stargaze reserves all rights not expressly granted herein in the Platform and the Stargaze Property. You acknowledge and agree that Stargaze may terminate this license at any time, for any reason or no reason.

STARGAZE DOES NOT GRANT YOU ANY RIGHTS OR LICENSES WITH RESPECT TO SOUND RECORDINGS AND MUSICAL WORKS MADE AVAILABLE THROUGH OR ON THE PLATFORM.

You acknowledge and agree that when you view content provided by others on the Platform, you are doing so at your own risk. The content on our Platform is provided for entertainment purposes and general information only. It is not intended as information or advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on our Platform.

3.5 User Content

Your uploads of Content to the Platform must be made in accordance with these Terms. In general, Stargaze does not screen, verify or approve Content and the views expressed by our Platform's users do not necessarily represent our views or values. Content that you upload to the Platform will be considered non-confidential and non-proprietary. When you upload Content to the Platform, you agree and represent that you own that Content, or that you have received all necessary authorizations from, or are authorized by, the owner of any part of the Content to upload it to the Platform and to enable us to use the Content in accordance with these Terms. If you only own the rights in and to a sound or video recording, but not to the underlying musical or videographic works embodied in such recordings, then you must not upload such recordings to the Platform unless you have all authorizations from, or are authorized by, the owner of any part of the Content to upload it to the Platform.

You, or the applicable owner of your Content, continue to own such Content after it is uploaded to our Platform. However, by uploading Content to the Platform, you grant us an unconditional irrevocable, non-exclusive, royalty-free, fully transferable, perpetual worldwide license to use, modify, adapt, reproduce, translate into one or more languages, make derivative works of, publish and/or transmit, and/or distribute, and to authorize other Platform users and other third-parties to view, access, use, download, modify, adapt, reproduce, make derivative works of, publish and/or transmit your Content in any format and on any platform, either now known or hereinafter invented.

You further grant us a royalty-free license to use your user name, image, voice, and likeness to identify you as the source of any of your Content; provided, however, that your ability to provide an image, voice, and likeness may be subject to limitations due to age restrictions.

For the avoidance of doubt, the rights granted in the preceding paragraphs of this Section include, but are not limited to, the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings), and publicly perform and communicate to the public sound recordings (and the musical works embodied therein), all on a royalty-free basis. This means that you are granting us the right to use your Content without the obligation to pay royalties to any third party, including, but not limited to, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a performing rights organization (e.g., ASCAP, BMI, SESAC, etc.) (each, a "PRO"), a sound recording PRO (e.g., SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of Content.

3.6 Musical Works and Recording Artists

If you are a composer or author of a musical work and are affiliated with a PRO, then you must notify your PRO of the royalty-free license you grant through these Terms in your Content to us. You are solely responsible for ensuring your compliance with the relevant PRO's reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license(s) set forth in these Terms in your Content or have such music publisher enter into these Terms with us. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant us the licenses required by these Terms. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Platform is in compliance with any contractual obligations you may have to your record label, including if you upload any new recordings through the Platform that may be claimed by your label.

3.7 Waiver of Content-Related Rights

By posting Content to the Platform, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any Content you upload to the Platform.

We also have the right to disclose your identity to any third parties claiming that Content you uploaded to our Platform constitutes a violation of their intellectual property or privacy rights.

We reserve the right to cut, crop, edit or refuse to publish your Content at our sole discretion. We have the right to remove, disallow, block or delete any posting you make on our Platform for any reason. Accordingly, we recommend that you save copies of Content that you upload to our Platform to ensure that you have permanent access to copies of such Content. We do not guarantee the accuracy, integrity, appropriateness or quality of any Content, and under no circumstances will we be liable in any way for any Content. We accept no liability in respect of any Content submitted by users and published by us or by authorized third parties.

3.8 Suspension of Access

Notwithstanding anything to the contrary in these Terms, Stargaze may suspend your access to any portion or all of the Platform for any reason whatsoever, including without limitation, because (i) Stargaze reasonably believes that your use of the Platform disrupts or poses a security risk to Stargaze or to any other Members or vendors of Stargaze, (ii) Stargaze reasonably believes that you are using or intend to use the Platform in breach of these Terms, in breach of any other applicable agreement between you and Stargaze, or in violation of applicable law, or (iii) Stargaze's provision of the Platform to you is or becomes prohibited by applicable law. Stargaze will have no liability for any damage, liabilities, losses (including any loss of profits) that Member may incur as a result of suspension of access to the Platform.

3.9 Platform Availability

We, in our sole discretion may, without advance notice or liability, immediately suspend or terminate the availability of the Platform and/or any user Content, and any elements or features the Platform and Content, in whole or in part, for any reason, in our sole discretion, and without advance notice or liability.

4. Stargaze Competitions

From time to time, Stargaze may make available to Members various types of competitions via the Platform (each a "Stargaze Competition.") You must meet the following eligibility requirements in order to submit Content for the purposes of entering into any Stargaze Competition:

• You must be at least thirteen years of age. If you are between the ages of thirteen and seventeen, your parents or legal guardians must provide us with written consent to allow you to participate in the applicable Stargaze Competition in accordance with applicable law.
• If selected as a Stargaze Competition winner, you must be willing and able to travel to the destination, and participate fully in the activities, indicated in the applicable Stargaze Competition posting, at Stargaze's expense.
• If selected as a Stargaze winner, you must timely complete any documentation reasonably required by us, such as release forms and waivers for review and signature by you and/or your family members.
• You must be willing to voluntarily submit to and complete a background check, in accordance with applicable laws and execute all documents required by us in connection with such background check.

5. Intellectual Property Requirements; Takedown Requests

We respect the intellectual property rights of others and require that our Platform users do the same. You are prohibited from uploading Content to the Platform unless you are either the sole creator of that Content or have written permission from the Content's creator/s to upload the Content.

5.1 Copyright Takedown

If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to our copyright agent at team@stgz.tv:

• Your contact information, such as complete name, address, telephone number and email address
• Specific identification of each copyrighted work that you claim has been infringed
• A description of where the allegedly infringing Content is located on our Platform
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest

6. Proprietary Rights

Stargaze is and will remain the exclusive owner of all rights, title, and interest, in the Platform, including any and all improvements or enhancements to the Platform, and all intellectual property rights embodied therein ("Stargaze Property"). Except for rights expressly granted to Member pursuant to this Terms, all rights are reserved by Stargaze.

7. Confidentiality

As used herein "Confidential Information" shall mean all confidential or proprietary information disclosed by Stargaze to Member orally or in writing that is identified as confidential or whose confidential nature is reasonably apparent. Confidential Information includes all non-public information pertaining to the Platform and Content.

Member agrees to hold Stargaze's Confidential Information in confidence, use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), and not use or disclose such Confidential Information other than to submit or assess Content for potential engagement, in connection with the performance of its rights and obligations hereunder, or as otherwise authorized by this Terms.

8. Disclaimer of Warranty

THE PLATFORM IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS WITHOUT WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND STARGAZE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. Indemnification; Limitation of Liability

To the maximum extent permitted by applicable law, you, as a Member, agree to release, defend, indemnify, and/or hold Stargaze, including its officers and employees, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your breach of this Terms, (ii) your improper use of the Platform, (iii) your interaction and contractual relationship with any Member, or (iv) your breach of any laws, regulations or third party rights such as intellectual property or privacy rights.

In no event will Stargaze's aggregate liability for any claim or dispute arising out of or in connection with this Terms, your interaction with any Seller, or your use of or inability to use the Platform, exceed the lesser of (i) the amount you actually paid to Stargaze during the twelve- (12) month period immediately prior to the event giving rise to the liability, or (ii) five hundred dollars ($500).

10. Term; Termination

This Terms remains in effect until either you or we terminate the agreement in accordance with this Terms. Either Party may terminate this Terms at any time and for any reason by sending a termination notice pursuant to the Notice section of this Terms.

11. Modification of Terms

When we make changes to these Terms, we will post the revised Terms on the Platform and update the Last Updated date at the top of these Terms. We will use commercially reasonable efforts to notify Members of any material changes to these Terms, such as through a notice on our Platform. Your continued use of the Platform after the Effective Date constitutes your acceptance of the new Terms.

12. General Provisions

International Use

Stargaze controls and operates the Platform from the United States and makes no representation that the Platform is appropriate or available for use beyond the United States and the United Kingdom. If you use the Platform from other locations, you are doing so on your own initiative and responsible for compliance with all applicable local laws governing such use.

Governing Law; Venue; Dispute Resolution

This Terms and any disputes or claims brought by you against Stargaze or by Stargaze against you pursuant to this Terms, or otherwise related to the Platform or other Stargaze products or services, or any other Stargaze IP, will be governed by, construed, and resolved in accordance with, the laws of the state of California, without regard to its conflicts of law provisions that might apply the laws of another jurisdiction.

Class Action Waiver

As permitted by applicable law, both you and Stargaze waive the right to bring any Dispute as a class, consolidated, representative, collective, or private attorney general action, or to participate in a class, consolidated, representative, collective, or private attorney general action regarding any Dispute brought by anyone else.

Contact Information

All legal notices to us must be sent to: Stargaze Entertainment Group, 333 North Green Street, 8th Floor, Chicago, Illinois 60607, Attention: Legal Department, with cc via email to legal@stgz.tv. If you have a question regarding the Platform, you may contact us at questions@stgz.tv.