Sole official language notice: English is the sole official and legally binding language of this Agreement. No translation of this Agreement, whether provided by the Operator or generated by any third-party tool (including browser or machine translation), constitutes an official version of these Terms. Any such translation is for informational convenience only and has no legal effect. In the event of any inconsistency between this English-language Agreement and any translated text, this English-language Agreement shall control and prevail for all purposes.
1. Acceptance of These Terms
These Terms of Service (these "Terms") constitute a legally binding agreement between you and Centauri Music LLC, a limited liability company organized under the laws of the State of Florida, United States, doing business as Obras sin Terminar (referred to herein as "we," "us," "the Platform," or "the Operator").
By accessing the website astridceleste.com (the "Site"), creating an account, publishing a work, or making a purchase, you represent that you have read, understood, and agreed to these Terms and our Privacy Policy, available at astridceleste.com/privacidad. If you do not agree, do not use the Site.
2. Definitions
- "Site": the website astridceleste.com, its subdomains, and associated services.
- "Platform" or "Obras sin Terminar": the marketplace within the Site where Works are published, licensed, and acquired.
- "Work": an unfinished musical composition — a fragment, sketch, or incomplete song — published by a Songwriter on the Platform, including its audio file, title, and description.
- "Songwriter": the registered user who publishes a Work of their own authorship on the Platform.
- "Buyer": the registered user who acquires a License to a Work.
- "License": the non-exclusive right acquired by the Buyer to complete a Work and publish the result, pursuant to the Work License Agreement.
- "Derivative Work": the finished musical work created by the Buyer from the Work.
- "Work License Agreement": the contract automatically generated upon each purchase, governing the relationship between Songwriter and Buyer with respect to a specific Work.
- "Administrator": the person designated by the Operator to review and approve Works prior to publication.
- "Stripe": Stripe, Inc. and its affiliates, the payment services provider for the Platform.
3. Nature of the Platform and the Operator
The Platform is a technology intermediary. It facilitates Songwriters publishing Works and Buyers acquiring Licenses to them. The Operator:
- Is not a party to the Work License Agreement entered into between Songwriter and Buyer.
- Does not acquire any intellectual property rights in the Works or in any Derivative Works.
- Does not warrant the originality, quality, commercial value, or ownership of any Work, beyond the review described in Section 6.4.
- Is not an agent, representative, or publisher of any Songwriter or Buyer.
Obligations between Songwriter and Buyer arise from the Work License Agreement and are enforceable between them. The Operator facilitates its formation, documentation, and payment flow.
4. Eligibility and Accounts
4.1 Requirements
To use the Platform you must be at least eighteen (18) years old, have the legal capacity to enter into binding contracts, and not be prohibited by law from using the Site. If acting on behalf of an entity, you represent that you have authority to bind it.
4.2 Registration
To publish, purchase, or save Works you need an account. You must provide truthful information and keep it current. You are responsible for the confidentiality of your password and for all activity conducted under your account. Notify us immediately of any unauthorized use.
4.3 One Account Per Person
Each person may hold only one account. The same account permits both buying and selling. Accounts are personal and non-transferable.
4.4 Browsing Without an Account
Anyone may browse the Platform and listen to Works without registering. Listening confers no rights in any Work.
5. Use of the Artist's Public Site
The sections of the Site dedicated to the artist Astrid Celeste — biography, discography, store, and editorial content — are subject to these Terms as applicable. Content in those sections is the property of its respective rights holders and may not be reproduced without authorization. Purchases of physical products in the store are additionally governed by the shipping, delivery, and return conditions indicated for each product at the time of purchase.
6. Songwriters: Publishing Works
6.1 Representations and Warranties of the Songwriter
By publishing a Work, the Songwriter represents and warrants that:
a) They are the original author of the Work or the holder of all rights necessary to license it under these Terms.
b) The Work does not infringe any copyright, trademark, right of publicity, privacy right, or any other right of any third party.
c) The Work does not incorporate samples, interpolations, recordings, or compositions of third parties without proper authorization.
d) The Work is not subject to any exclusivity, publishing, or encumbrance agreement that would prevent or limit the licensing granted herein.
e) If the Work has co-authors, the Songwriter has express written authorization from all of them to license it, and has agreed with them on the distribution of proceeds.
f) The Work does not contain illegal, defamatory, hateful, or otherwise objectionable content in violation of the Platform's content standards.
The Songwriter shall be solely liable to third parties and to the Operator for the falsity of these representations, and shall indemnify the Operator pursuant to Section 16.
6.2 License Granted to the Operator
By publishing a Work, the Songwriter grants the Operator a worldwide, non-exclusive, royalty-free license, revocable only by withdrawal of the Work, to: store, reproduce, stream, display, and make the Work available within the Site; generate preview excerpts; create visual waveform representations; and deliver the complete file to Buyers. This license does not authorize the Operator to commercially exploit the Work outside the Platform.
6.3 Ownership
The Songwriter retains ownership of all rights in their Work. Nothing in these Terms transfers ownership to the Operator.
6.4 Pre-Publication Review
Every Work is reviewed by the Administrator prior to publication. The Administrator may approve or reject a Work at its sole discretion. Grounds for rejection include, without limitation: insufficient technical quality, suspected infringement of third-party rights, content contrary to these standards, or unsuitability for the Platform's purpose.
Review does not constitute a warranty of originality or ownership, nor does it transfer to the Operator any liability for the content of the Work.
Rejection is final. The audio file is deleted from our systems at the moment of rejection. The Songwriter is notified of the reason and may submit new Works, but no appeal or resubmission process exists for the rejected Work.
6.5 Price and Permanence
The Songwriter freely sets the price of their Work, with a minimum of one U.S. dollar (US$1.00). The price may be changed at any time; the new price applies only to subsequent purchases.
Once published, a Work remains available indefinitely until the Songwriter withdraws it from their account, the Operator removes it pursuant to Section 14, or the Songwriter deletes their account.
6.6 Non-Exclusive and Unlimited Sale
Each Work may be acquired by an unlimited number of distinct Buyers. Each purchase generates an independent Work License Agreement. The Songwriter acknowledges that multiple Derivative Works may coexist based on the same Work.
6.7 Withdrawal of Works
The Songwriter may withdraw a Work from the marketplace at any time. Withdrawal prevents new purchases but does not affect Licenses already granted, which remain in effect according to their terms.
7. Buyers: Acquisition of Licenses
7.1 What the Buyer Acquires
Upon completing a purchase, the Buyer acquires a License in the Work's composition, pursuant to the Work License Agreement, permitting them to:
a) Complete the Work, freely modifying its melody, harmony, lyrics, structure, and arrangement.
b) Record, produce, publish, distribute, and commercially exploit the resulting Derivative Work under their own name.
c) Register the Derivative Work with performing rights organizations, distributors, and publishers, in their own name and for one hundred percent (100%) of its shares.
d) Keep all income the Derivative Work generates.
7.2 What the Buyer Does Not Acquire
The License does not include:
a) Rights in the original recording. The audio file delivered is reference material only. The Buyer may not include the original recording, or any excerpt thereof, in the Derivative Work or in any publication. The Buyer must re-record the audio in its entirety.
b) Exclusivity. Other Buyers may acquire the same Work.
c) The right to resell, assign, or sublicense the Work in its unfinished state.
d) The right to publish the Work without completing it, or to present it as their own without substantial transformation.
7.3 Full Rights in the Derivative Work
The Buyer owns one hundred percent (100%) of all rights in the Derivative Work — composition and master — as between the Buyer and the Songwriter, in perpetuity. The Songwriter retains no percentage, royalty, credit, or claim of any kind in the Derivative Work or in the income it generates; the Songwriter's sole compensation is the price of the License, less the Platform Commission set forth in Section 9.2.
The Buyer has no obligation to register, credit, notify, or pay the Songwriter. These rights are subject only to the limitations set forth in Section 7.2, in particular the prohibition on using the original recording.
7.4 Delivery
Upon confirmation of payment, the Buyer receives immediate access to the complete audio file via a renewable, time-limited download link accessible from their account, and to the Work License Agreement in PDF format. Both remain permanently accessible from the Buyer's account.
7.5 Final Sales
All purchases are final. Because the digital file is delivered immediately and irreversibly, no returns, cancellations, or refunds are available for change of mind, failure to use, or dissatisfaction with the content.
Refunds are available only where the delivered file is corrupted, does not match its published description, or where it is determined that the Songwriter was not the legitimate rights holder. Requests must be submitted to contact@astridceleste.com within seven (7) days of purchase.
7.6 One Purchase Per User and Work
A given user may not acquire the same Work twice, as the License is perpetual.
8. Work License Agreement
Each purchase automatically generates a Work License Agreement between the Songwriter and the Buyer, incorporating the terms described in Section 7 and the specifics of the Work in question. That document:
- Is generated in PDF format and delivered to both parties.
- Is incorporated by reference into these Terms.
- Is enforceable between Songwriter and Buyer under Florida law.
- Controls over these Terms in the event of a conflict with respect to that specific Work.
9. Payments, Commissions, and Payouts
9.1 Payment Processing
All payments are processed through Stripe. When purchasing, you enter your payment method directly with Stripe. We do not store card numbers or bank account information.
9.2 Platform Commission
The Operator retains a commission of twenty percent (20%) of the price of each sale. The remaining eighty percent (80%) belongs to the Songwriter. This split is displayed to the Songwriter when setting the price of their Work and is executed automatically on each transaction.
Stripe processing fees are borne by the Operator and are included within its commission.
9.3 Songwriter Payout Account
To receive payouts, the Songwriter must connect a payout account through Stripe Connect. This process, managed by Stripe, includes identity verification as required by applicable financial regulations.
By connecting a payout account, the Songwriter accepts the Stripe Connected Account Agreement, available at https://stripe.com/connect-account/legal, and Stripe's Privacy Policy, available at https://stripe.com/privacy.
A Songwriter may sell without having connected a payout account; their earnings will accrue and be transferred once they complete the connection.
9.4 Payout Schedule
Earnings from each sale become available for payout fourteen (14) days after the date of sale. This period exists to cover the risk of payment disputes and chargebacks. After this period, Stripe deposits funds into the Songwriter's bank account according to their payout schedule.
9.5 Chargebacks and Disputes
If a Buyer disputes a payment with their bank or card issuer and the dispute is resolved in their favor, the Operator may recover the corresponding amount from the Songwriter by deducting it from future or pending earnings.
9.6 Prices in Dollars
All prices are stated and charged in United States dollars (US$). Currency conversion fees are the user's responsibility.
10. Taxes
Each user is responsible for determining, reporting, and paying taxes applicable to their income or purchases. The Operator does not provide tax advice.
Stripe may issue tax forms (such as Form 1099-K in the United States) to Songwriters exceeding legal income thresholds. The Songwriter is responsible for providing accurate tax information to Stripe.
The Operator reserves the right to collect sales tax where required by law.
11. Copyright Policy and DMCA Procedure
The Operator respects intellectual property and complies with the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512.
11.1 Designated Agent
Notices of copyright infringement must be directed to our designated agent:
DMCA Agent — Centauri Music LLC Astrid Celeste Marrufo 9735 SW 133 CT Miami, FL 33186 United States Email: contact@astridceleste.com Phone: +1 (305) 542-7032 U.S. Copyright Office Registration Number: DMCA-1079989
11.2 Notice of Infringement
If you believe a Work published on the Platform infringes your copyright, send our agent a written notice including:
a) Your physical or electronic signature. b) Identification of the copyrighted work you claim has been infringed. c) Identification of the allegedly infringing Work on the Platform, including its URL. d) Your address, telephone number, and email address. e) A statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law. f) A statement, made under penalty of perjury, that the information is accurate and that you are the copyright owner or authorized to act on the owner's behalf.
11.3 Procedure
Upon receiving a valid notice, we will promptly remove or disable access to the identified Work and notify the Songwriter. Licenses already sold with respect to a Work removed for infringement remain subject to the Work License Agreement and applicable law.
11.4 Counter-Notice
If the Songwriter believes the removal was made in error, they may submit a counter-notice meeting the requirements of 17 U.S.C. § 512(g)(3). If the claimant does not commence legal action within ten (10) to fourteen (14) business days, we may restore the Work.
11.5 Repeat Infringers
We will terminate the accounts of users who, in our determination, are repeat infringers. Two valid notices against Works of the same Songwriter will result in suspension of their account and removal of all their Works.
12. Intellectual Property of the Site
The design, code, trademarks, text, logos, and other elements of the Site — excluding Songwriters' Works and user-submitted content — are the property of the Operator or its licensors and are protected by intellectual property laws. You may not copy, modify, or exploit them without written authorization.
13. Prohibited Conduct
You agree not to:
a) Publish Works you do not author or own the rights to. b) Publish illegal, defamatory, obscene, discriminatory, or violence-inciting content. c) Use the original recording of a purchased Work in publications, in violation of Section 7.2(a). d) Download, record, capture, or distribute Works without having acquired the corresponding License. e) Circumvent the technical protection measures applied to files. f) Create multiple accounts, impersonate others, or provide false information. g) Fraudulently manipulate prices, sales, or statistics. h) Use the Platform to contact other users for purposes unrelated to Works, or to harass, threaten, or abuse them. i) Interfere with the operation of the Site, reverse engineer it, or access unauthorized areas. j) Use bots, scrapers, or automated tools without authorization. k) Use the Site for money laundering, fraud, or any illegal activity.
14. Suspension and Termination
14.1 By the User
You may delete your account at any time from the Account section. Upon doing so, your Works are withdrawn from the marketplace and your profile is no longer visible. Licenses already sold remain in effect under their respective Work License Agreements. Transaction records are retained pursuant to the Privacy Policy.
14.2 By the Operator
We may suspend or terminate your account, and remove any Work, with or without prior notice, if:
a) You breach these Terms. b) We receive valid notices of rights infringement. c) We detect fraudulent activity or risk to other users or to the Operator. d) Required by a competent authority. e) Stripe restricts or terminates your payout account for compliance reasons.
In the event of suspension, pending earnings may be withheld until the matter is resolved. Legitimately earned funds will be released once the investigation concludes, unless applied to chargebacks, claims, or damages.
14.3 Effects
Termination does not extinguish obligations arising prior to it, nor provisions that by their nature must survive, including Sections 6.1, 7.3, 9.5, 15, 16, and 17.
15. Disclaimer of Warranties
THE SITE AND THE PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
The Operator does not warrant that: the Site will operate without interruption or error; Works are original, of quality, or commercially valuable; Songwriters are legitimate rights holders; Buyers will fulfill their obligations; or that any Derivative Work will generate any income whatsoever.
Any material downloaded from the Site is obtained at your own risk.
16. Indemnification
You agree to defend, indemnify, and hold harmless the Operator, its members, directors, employees, and agents from and against any claim, demand, damage, loss, liability, cost, or expense (including reasonable attorneys' fees) arising out of: your use of the Site; your breach of these Terms; Works you publish; the falsity of your ownership representations; your infringement of third-party rights; or any dispute between you and another user.
17. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE OPERATOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, NOR FOR LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, OR REPUTATIONAL HARM, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
THE OPERATOR'S TOTAL LIABILITY TO YOU, FOR ANY CAUSE WHATSOEVER, SHALL NOT EXCEED THE GREATER OF: (A) THE COMMISSIONS THE OPERATOR HAS RECEIVED FROM TRANSACTIONS IN WHICH YOU PARTICIPATED DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).
Some jurisdictions do not permit certain limitations; in such cases, these shall apply to the maximum extent permitted.
18. Disputes Between Users
Disputes between Songwriters and Buyers concerning a Work or a License are the responsibility of the parties involved. The Operator may, at its sole discretion and without obligation, informally mediate, withdraw Works, suspend accounts, or hold disputed funds pending resolution, but is not obligated to resolve the controversy and assumes no liability for its outcome.
19. Governing Law and Jurisdiction
These Terms are governed by the laws of the State of Florida and the federal laws of the United States, without regard to their conflict of laws provisions.
Any controversy arising from these Terms or from use of the Site shall be submitted to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida. You waive any objection to jurisdiction or forum non conveniens.
JURY TRIAL WAIVER: TO THE EXTENT PERMITTED BY LAW, BOTH PARTIES WAIVE THE RIGHT TO A JURY TRIAL IN ANY CONTROVERSY ARISING FROM THESE TERMS.
CLASS ACTION WAIVER: YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE OPERATOR ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR MEMBER OF ANY CLASS OR REPRESENTATIVE ACTION.
20. General Provisions
Entire Agreement. These Terms, the Privacy Policy, and the Work License Agreements constitute the entire agreement between you and the Operator.
Severability. If any provision is held invalid, the remaining provisions shall remain in full force and effect.
No Waiver. Failure to exercise any right shall not constitute a waiver thereof.
Assignment. You may not assign these Terms. The Operator may assign these Terms to a successor in connection with a merger, acquisition, or sale of assets.
Force Majeure. The Operator shall not be liable for failures to perform caused by circumstances beyond its reasonable control.
Notices. Notices to the Operator must be sent to contact@astridceleste.com. Notices to users will be sent to the email address on file with their account.
Language. These Terms are drafted and published solely in English, which is the only official and legally binding version, as stated in the notice at the beginning of this Agreement.
21. Modifications
We may modify these Terms. Material changes will be notified to registered users at least fifteen (15) days in advance by email or a prominent notice on the Site. Changes do not affect Licenses already granted, which are governed by the Terms in effect at the time of purchase. Continued use after the effective date constitutes acceptance.
22. Contact
Centauri Music LLC (Obras sin Terminar) 9735 SW 133 CT Miami, FL 33186 United States Email: contact@astridceleste.com