This Agreement is made between Rare Crates, LLC, a Nevada corporation and the business /licensee (herein referred to the Licensee) identified by Licensee’s customer profile and digital signature of Licensee’s 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, Canada, the United Kingdom and the European Union, and their relative territories and protectorates.
2. Rare Crates grants to Licensee, by virtue of Rare Crates’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. Rare Crates may at its option or as directed by the Content Providers, withdraw its permissions, alter or modify the terms herein at any time and at Lodestar’s sole discretion without the permission of the Licensee. Wherein Licensee shall be obligated to comply with any such alterations or modifications as directed by Rare Crates as directed
3. 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 Rare Crates at all times acts by the authority granted and directives of its licenses and permissions provided to Lodestar by the Content Providers.
4. Licensee may maintain the use of the PRODUCT supplied to the Licensee by Rare Crates and its agents during the duration of this agreement solely for promotional purposes and public performance display as defined by US Copyright Law (Title 17, United States Code, Section 110) 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.
5. 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 Rare Crates under the definitions of this agreement. 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 Rare Crates of such a demand.
6. PRODUCTS include but are not limited to Rare Crates DVD discs, digital files, CD’s, digital storage devises and any and all programs licensed by Rare Crates 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 AND 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 Rare Crates 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 Rare Crates.
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. Rare Crates may remove PRODUCT from the Service without notice.
8. All PRODUCTS are for promotional use only under the definitions established by US Copyright Law (Title 17, United States Code, Section 110). PRODUCTS are further not to be re-sold, sub-licensed, assigned or otherwise transferred by Licensee to any third party for any purpose whatsoever, or to be made available in any commercial or enterprise capacity to the general public under any circumstances or conditions, and no permissions herein either implied or granted shall in any manner be interpreted otherwise. No admission charge will be levied for the sole purpose of viewing or listening to Rare Crates PRODUCTS. The Licensee is solely responsible for payments that may be required by all relative territorial performing rights organizations, e.g. ASCAP, BMI, SESAC, VPL, AVLA/CONNECT, etc. and Licensee is required to be licensed by such entities where applicable. The PRODUCTS at all times remain the property of Rare Crates and the respective record companies/copyright holders, whom Rare Crates 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 Licensee’s or the venue’s 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 Rare Crates 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 remedies provided by law to Rare Crates.
10. The terms of this agreement are granted to the Licensee for a period of one (1) year, beginning upon the date of acceptance of these terms as indicated by the Licensee’s electronic signature and shall automatically renew under the same terms and conditions without further notice unless either party may give notice by US mail or facsimile transmission of its intention to terminate this agreement.
11. 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.
12. Downloading and Risk of Loss; Availability of PRODUCT. All sales of PRODUCT are final. Rare Crates does not accept returns of PRODUCT once Licensee has purchased PRODUCT. Licensee bears all risk of loss after purchase and for any loss of PRODUCT Licensee has acquired including, but not limited to, any loss due to a computer or hard drive crash.
13. Rare Crates offers its services and access to the PRODUCT and Services, solely at its exclusive discretion and to the Licensee on a recurring subscription basis. Rare Crates 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 Rare Crates a recurring Subscription Fee (as listed on Lodestar’s relative web sites) in order to have continual access to the PRODUCT and Services. Subscription terms are for six (6) months from the date of the Licensee’s account activation, and all Subscription fees are payable in advance, in thirty (30) day increments, which will be automatically withdrawn from the Licensees credit card, bank debit card, PayPal account or other credit/debit service provider as indicated and provided by Licensee for Licensee’s transactions, by Rare Crates on or about the twenty eighth (28) day of the previous month, and such payment shall be 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 Rare Crates to charge and to collect this subscription fee in the form of an automatic and recurring charge to Licensee’s account, payable though the Licensee’s credit/debit service provider which the License has designated for this purpose. Licensee hereby declares and does subsequently notify their relative credit/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 Rare Crates without condition, prejudice or reservation. Licensee may elect at any time to advise Rare Crates of Licensee’s desire to not be automatically charged by Rare Crates a recurring Subscription fee, but rather Licensee prefers to pay this fee incrementally and at Licensee’s designated time and discretion. Upon such notification Lodestar will wholly discontinue any and all processes of further automatic recurring charges to the Licensee’s credit/ debit service provider 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 Rare Crates. Further to the event of such a notification by the Licensee, any and all access granted to the Licensee by Rare Crates to VJ-Pro features, PRODUCT and services will be discontinued until such time as the relative Subscription fee representing the respective 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.
14. 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 Rare Crates 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 Rare Crates, 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 (15%) 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 Rare Crates 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 RENEW” OPTION IN THE LICENSEE’S REGISTRATION PROFILE CONTROLS WITHIN THE WEB SITE INTERFACE WHERE SUCH OPTION IS DEFINED, OR BY WRITING TO RARE CRATES 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. Upon acceptance of this Terms of Use & License Agreement by the Licensee, Licensee agrees unconditionally to abide by the 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.
15. 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 Rare Crates on Licensee’s behalf by Licensee’s bank and/or debit/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 Rare Crates and therefore the value thereof as described herein is immediately payable upon demand by Rare Crates 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 DEBIT/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.
16. Without limiting the foregoing: (i) in no event whatsoever shall Rare Crates 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 Rare Crates 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 the Service and/or the PRODUCT as may be directly related to Licensee’s claim for damages. These limitations shall apply to Licensee’s rights even in the event the Licensee’s remedies fail in their essential purpose whether filed jointly or several.
17. Content copyright owners are intended third-party beneficiaries under this Terms of Use Agreement and may enforce these Terms of Use directly or through Rare Crates against Licensee, should such a need occur, and may invoke all rights hereunder including limitations of liability.
18. Rare Crates and/or its partners and assigns reserve the unconditional 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 Rare Crates’s sole discretion and without prior notice.
19. Licensee agrees that Lodestar has the unconditional right to communicate with Licensee in matters pertaining to its services by any and all means of contact including, but not limited to email, telephone, fax, text, terrestrial mail and/or any and all other methods current known or developed in the future, and Licensee recognizes and acknowledges without further definition or condition that such communications are not a violation of Licensee’s privacy and Licensee therefore forever waives their right of judicial redress and/or complaint in the event of Licensee’s receipt of such communications both during the term of this agreement and beyond any termination or suspension of any portion of this agreement, or any cessation in whole.
20. By virtue of Licensee’s acceptance of these terms, as indicated by Licensee’s declaration of acceptance via Licensee’s digital signature, Licensee and its agents, assigns, heirs and estates 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 made by Licensee herein and Licensee’s agreement to these terms is a willful and purposeful act of fraud as defined by US Federal and State Criminal and Civil Law and will be prosecuted in accordance with such statutes.
21. 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 Rare Crates, 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 and without reservation, condition or prejudice.
22. 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 Rare Crates and/or its agents unless approved by Rare Crates in writing.
23. This agreement is deemed made in the United States, The State of New York, County of Orange and is subject to its laws and statutes and is effective on the date of registration and acceptance of these terms by 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.