Terms of Service

Licenceo is operated by [TO CONFIRM: registered company name, number and address] ("Sea Star", "we", "us"). Licenceo is a marketplace where a content owner (a "seller") licenses rights in a title to a buyer, and where Sea Star acts as the operator in the middle.

Licenceo is a business-to-business service. It is not intended for consumers, and accounts are for organisations acting through authorised individuals.

The licence agreement for each deal is formed between the buyer and the seller. Sea Star is not the licensor of the content and does not acquire rights in it. Sea Star operates the platform, generates the agreement from the terms the parties agree, holds the payment until delivery is confirmed, deducts its commission, and releases the balance to the seller.

One account can act as both buyer and seller. Each capability is approved separately by Sea Star, and neither is automatic.

• You must be approved as a buyer before you can submit an offer.
• You must be approved as a seller before you can list a title. Seller approval requires your verification documents to have been reviewed and verified by Sea Star first.
• You are responsible for everything done under your account. Keep your credentials secure. Two-factor authentication is available and we recommend enabling it.
• You must give accurate information and keep it current. We may suspend an account, or withdraw a capability, where information is inaccurate or these terms are breached.

We may suspend or reinstate an account. A suspended account cannot transact. Suspension does not by itself cancel an executed licence or release money already held.

Before a seller capability is approved we verify who you are and that you are entitled to license the content you intend to list. We may ask for identity documents, company registration, tax documents and bank details, and we may ask for evidence of your rights in a specific title.

We may decline or revoke verification. If verification is withdrawn, your existing listings may be taken down and no further listings can be published.

When you submit a listing you must accept a rights declaration. This is not a formality — it is the basis on which buyers transact.

By listing a title and by entering into a licence you warrant that you own the rights you are offering, or are formally authorised to license them on the owner's behalf; that the rights you offer are free of conflicting grants; that all embedded rights (including music, performances, writing and any third-party material) are cleared for the territories, term and platforms you offer; and that the content does not infringe any third party's rights and is lawful to distribute in the territories offered.

You must define each grant by territory, date window and exclusivity, and keep those terms accurate. You must deliver the licensed material through the platform when a deal requires it.

You indemnify Sea Star and the buyer against claims, losses and reasonable costs arising from a breach of these warranties. [TO CONFIRM: scope, caps and carve-outs of the seller indemnity — this clause is the platform's principal protection and should be drafted deliberately.]

The platform is designed to prevent the same exclusive rights being sold twice. Availability is checked when an offer is made, again when the agreement is generated, and again when it is executed, and the database enforces a final constraint against overlapping exclusive grants for the same title, territory and period.

When an exclusive deal is executed, that territory and window stops being available to other buyers for the duration of the grant.

These controls operate on the rights data you enter. They cannot detect a grant made outside Licenceo. You remain responsible for not selling the same rights elsewhere.

A buyer submits an offer against a specific listing, territory and window. The seller may accept, reject or counter. The full history of an offer chain is retained and cannot be edited after the fact. Either party may withdraw or reject before acceptance. An offer may expire.

On acceptance, the platform generates the agreement from the agreed terms. Both parties sign it electronically inside the platform. The licence takes effect when both signatures are complete and the payment is held, as described below.

An amendment to agreed terms requires both parties to approve the changed terms again.

Sea Star charges the seller a commission on each completed deal. The commission rate in force is shown in the deal before signature and is deducted from the amount released to the seller. [TO CONFIRM: commission rate or rate card, and whether any buyer-side fee applies.]

Payments are processed by Stripe. The buyer pays the agreed amount after the agreement is signed, and that amount is held rather than passed straight to the seller.

The buyer confirms receipt after the seller delivers. Confirmation makes the payout eligible; a Sea Star administrator then releases it to the seller, net of commission. Release is a deliberate step by Sea Star, not automatic on confirmation.

If the seller does not deliver, the payment may be refunded to the buyer. While a dispute is open on a deal, the payout is blocked and no release can be made until the dispute is resolved.

[TO CONFIRM: Sea Star's status in relation to the funds. Under the current implementation the buyer's payment is captured to a Sea Star Stripe account and later transferred to the seller, so Sea Star briefly holds the money. This has regulatory consequences and must be described accurately here once the intended arrangement is settled. Do not publish a claim that Sea Star never holds funds unless the implementation matches it.]

Sellers must complete payout onboarding with our payment provider before they can be paid. Taxes are your own responsibility. [TO CONFIRM: VAT / withholding treatment and invoicing responsibilities.]

The seller delivers the licensed material through the platform. Buyers access master files through links that are time-limited, usable once, tied to the buyer's account and to the network address that requested them, and available only within the licence window. Sharing, republishing or attempting to circumvent these controls is a breach of these terms.

Approved buyers may view an extended preview before licensing. Previews are labelled and are provided for evaluation only. They are not licensed for distribution or public performance.

Your use of licensed material is limited to what the agreement grants — the territory, the term, the exclusivity, the platforms and anything else recorded in it. Nothing outside the agreement is licensed.

Either party to an agreed deal may raise a dispute. Raising a dispute holds the payout: funds stay where they are until the dispute is decided.

Sea Star reviews the deal and rules — either refunding the buyer or releasing the payout to the seller. A ruling is final within the platform and cannot be reversed through it. Neither party can resolve a dispute themselves.

Nothing here restricts either party's right to pursue a claim outside the platform, and Sea Star's ruling on where the held funds go does not decide any wider legal question between the parties.

For anything that is not a formal dispute, the support channel inside the platform is the route. Either party may also invite Sea Star into a deal's conversation.

Sea Star reviews listings before they are published, and may approve, feature, hide or take down a listing. Where we hide or take down a listing we record the reason and make it visible to the seller.

We may act on a rights complaint under our Rights & Takedown Policy, and may suspend an account or withdraw a capability where these terms are breached.

A review can only be left against a completed deal. Reviews must be honest and relate to the transaction. We may remove a review that is abusive, unlawful or unrelated to a deal.

Anything you upload for public display — titles, synopses, posters, teasers — you must have the right to display, and you grant Sea Star the licence needed to host and show it on the platform for that purpose.

We aim to keep Licenceo available but do not guarantee uninterrupted service. We may change or withdraw features, and we will not make a change that removes a right already granted under an executed licence.

Sea Star is not a party to the licence between buyer and seller, and does not warrant the content, the rights offered, or either party's performance. Verification and moderation reduce risk; they are not a guarantee.

[TO CONFIRM: limitation of liability, exclusions, and liability cap. This clause materially allocates risk and should be drafted by counsel rather than adapted from a template.]

You may stop using Licenceo at any time. We may suspend or close an account for breach of these terms.

Ending your use of the platform does not end an executed licence, and does not affect obligations already incurred — including delivery, payment, commission, warranties and indemnities. Records of concluded transactions are retained as described in the Privacy Policy.

These terms are versioned. When we publish a new version we ask you to accept it, and we record your acceptance together with the version, the time in UTC and the network address it came from.

Until you accept a new version you can still browse, read your existing deals, use support, export your data and leave. Actions that create a new legal or financial commitment — making or accepting an offer, signing, paying — require the current version to have been accepted.

[TO CONFIRM: notice period for material changes, and whether continued use of unaffected features is acceptable for your jurisdiction.]

These terms are governed by [TO CONFIRM: governing law and courts].

Questions about these terms: [TO CONFIRM: legal contact address].