Effective Date: the date and time you electronically accept this Agreement, as recorded by the Company (see Section 18).
Agreement Reference No.: assigned automatically at the time of acceptance and confirmed to you by email.
This IndieStarlight Pilot Participation Agreement, Content License, Waiver, and Indemnification (this "Agreement") is entered into by and between AI II Consulting LLC, a limited liability company organized under the laws of the State of Wyoming and doing business as Alpha Inception, for itself and on behalf of IndieStarlight (a project and brand of the Company, not separately incorporated as of the Effective Date) (collectively, the "Company"), represented by its Owner, Kristopher Andre Templeman; and the undersigned individual or, where the Participant signs up on behalf of a business, the represented entity (the "Participant").
This Agreement is made for the benefit of the Company and of each of the Released Parties defined in Section 3.3, each of whom is an intended third-party beneficiary of this Agreement and entitled to enforce it directly.
2.1 The Company is developing IndieStarlight, a cross-media distribution platform for independent creators of books, music, and film, built around a patent-pending cryptographic content-provenance and watermarking system (collectively, the "Platform" or the "Services").
2.2 The Company is launching the Platform in a staged pilot program beginning with a Books beta on September 1, 2026, followed by staged beta and full-launch dates for additional media as the Company announces them (the "Pilot Program").
2.3 The Platform and the Pilot Program are pre-release and under active development; certain features are experimental, and real purchases, payments, and payouts occur during the Pilot Program notwithstanding its pre-release status.
2.4 The Company is willing to grant the Participant access to the Platform, and where applicable to receive the Participant's Content for distribution, solely on the condition that the Participant first agrees to the terms, waivers, releases, disclaimers, license grants, and indemnification obligations set forth in this Agreement.
2.5 In consideration of being granted access to the Platform, and for other good and valuable consideration, the Participant agrees as follows.
3.1 "Platform" or "Services" means the IndieStarlight website, applications, storefronts, creator dashboard, delivery and watermarking systems, and related tools and features, in any pre-release, pilot, beta, or early-access form.
3.2 "Content" means any book, manuscript, audio recording, musical work, film, video, artwork, cover image, metadata, description, or other creative or promotional work a Participant uploads, submits, or otherwise makes available through the Platform.
3.3 "Released Parties" means, collectively and individually, whether now existing or hereafter formed or acquired: (a) AI II Consulting LLC, doing business as Alpha Inception; (b) IndieStarlight (a project of the Company); (c) Kristopher Andre Templeman, individually; (d) each member of his immediate family; and (e) each of the foregoing parties' respective parent, subsidiary, and affiliated entities, and their respective owners, members, managers, officers, directors, employees, founders, contractors, consultants, agents, representatives, licensors, successors, and assigns. "Released Parties" also means "Indemnified Parties" for Section 9.
3.4 "Pilot" or "Beta" means a pre-release, unfinished, experimental stage of development in which the Platform may contain bugs, errors, inaccuracies, omissions, defects, and incomplete or non-functioning features, and may be modified, suspended, or discontinued at any time, subject to Section 15.
3.5 "Fee Schedule" means the Company's then-current published rates for platform fees, the ecosystem fund contribution, distributor/referral pool amounts, payment-processing pass-through costs, and creator payout share, as published on the Company's website (currently indiestarlight.com/features/payouts.html) and, once implemented, in the Creator Dashboard, as updated from time to time per Section 10.
4.1 The Platform is provided in pilot, pre-release, and experimental form and may contain errors, omissions, inaccuracies, defects, bugs, and incomplete or unreliable functionality, including in areas affecting checkout, payment, payout, discovery/visibility, and delivery.
4.2 The Company does not guarantee any level of sales, visibility, audience reach, or earnings to any Participant. Placement, ranking, and promotional support are provided at the Company's discretion and may change without notice.
4.3 The Company may add, change, suspend, limit, or discontinue the Platform, or the Participant's access to it, at any time and for any reason, subject to Section 15 and without liability except as expressly stated in Section 10 for amounts already earned and owing.
The Participant knowingly and voluntarily assumes all risks of any kind arising out of or relating to access to or use of the Platform, whether known or unknown, including risks relating to errors, service interruptions, data loss, delayed or failed payment processing, third-party payment-processor or payout-provider issues, privacy and security incidents, and decisions made or actions taken (or not taken) in connection with the Platform — except to the extent a risk results from the Company's failure to remit amounts actually owed under Section 10.
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. THE RELEASED PARTIES DO NOT WARRANT THAT THE PLATFORM WILL BE ACCURATE, RELIABLE, COMPLETE, UNINTERRUPTED, SECURE, OR ERROR-FREE.
7.1 In consideration of being granted access to the Platform, the Participant, on behalf of themself and their heirs, executors, administrators, successors, and assigns, fully and forever releases, waives, discharges, and covenants not to sue the Released Parties from any and all claims, demands, causes of action, liabilities, losses, damages, costs, and expenses (including attorneys' fees) arising out of or relating to the Platform or the Participant's access to or use of it — EXCEPT for the Company's obligation to remit amounts actually owed under Section 10 for completed, non-refunded sales of the Participant's Content.
7.2 This release applies regardless of legal theory (contract, tort, negligence, strict liability, statutory, or otherwise) and includes claims from errors or omissions, interruption or loss of service, and loss or compromise of data, but does not waive the payment carve-out in 7.1.
7.3 To the maximum extent permitted by law, any claim not validly released shall be brought, if at all, solely against AI II Consulting LLC as an entity; the Participant waives claims against Kristopher Andre Templeman individually and every other Released Party.
8.1 As between the Participant and the Company, the Participant retains all right, title, and interest in and to their Content, including all copyright and other intellectual property rights. Nothing in this Agreement transfers ownership of Content to the Company.
8.2 The Participant grants the Company a non-exclusive, worldwide, revocable (per 8.4) license, during the Term, to host, reproduce, store, distribute, publicly display and perform, create watermarked or attribution-marked copies of, and otherwise make available the Content through the Platform, solely to operate, promote, and fulfill orders on the Platform. This license is royalty-free to the Company as licensee, and does not affect the Participant's right to payment under the Fee Schedule.
8.3 The Participant may continue distributing the same Content through any other channel simultaneously with IndieStarlight, except where the Participant separately and voluntarily agrees to exclusivity for a specific promotion (e.g., a discovery contest), presented and agreed to separately at the time of entry.
8.4 The Participant may remove a work from the Platform at any time via the Creator Dashboard; the license as to that work terminates on removal, except that copies already lawfully delivered to purchasers remain with those purchasers, and the Company may retain watermark/provenance records and Feedback (Section 13) as otherwise permitted.
8.5 The Participant represents and warrants that they own or control all rights necessary to grant the license in 8.2, and that the Content does not and will not infringe, misappropriate, or violate any copyright, trademark, right of publicity or privacy, or other third-party right. The Company may require reasonable evidence of rights before or after listing, and may remove or quarantine Content subject to a good-faith infringement notice or dispute.
9.1 The Participant shall defend, indemnify, and hold harmless each Released Party from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Participant's access to or use of the Platform; (b) the Participant's breach of this Agreement, including the rights warranty in 8.5; (c) the Participant's violation of any law or third-party right; and (d) any Content, data, or materials the Participant submits.
9.2 The Company may, at its option and the Participant's expense, assume exclusive defense and control of any indemnified matter; the Participant shall not settle in a way that imposes an obligation or admission on an Indemnified Party without its prior written consent.
9.3 The Participant's obligations under this Section 9 survive termination or expiration of this Agreement.
10.1 Where the Participant is a Creator, Curator/Influencer, or Sponsor whose Content or referred sales generate revenue, the Company pays the creator/partner share of net sale proceeds set out in the then-current Fee Schedule, after payment-processing costs, the Company's platform fee, the Company's ecosystem fund contribution, and, for distributor-originated sales, the distributor/referral pool share — consistent with the rate structure described in the Company's published Fee Schedule as of the Effective Date: platform fee 10% of the gross cash actually collected; ecosystem fund contribution a further 10% of the same, funding network-wide marketing, discovery contests, and the discovery/emerging commission boosts described in the Fee Schedule; creator share, after all of the above and card-processing costs, approximately 71–75% on creator-direct sales and approximately 46–50% on distributor-originated sales, subject to change per 10.4.
10.1a Pricing Floors and Promotions. A listing's price may be set as low as $1.00. Because card processing imposes its own minimum, a single-item purchase priced under $2.99 is completed either by the fan bundling it with other items into one cart charge, or by charging the $2.99 floor with the difference credited to the fan's wallet balance — this does not change the Participant's proceeds under 10.1, which are computed on the listing's own price. The Participant may run creator-approved sales down to a floor of $2.00, and may offer free promotional deliveries (e.g., teasers or limited-time free offers) at no charge to the fan — free deliveries remain watermarked and provenance-tracked like any paid delivery, but generate no payable proceeds under 10.1. Where a transaction uses a Company-facilitated discount mechanism (e.g., "Starlight credits"), the Participant's share under 10.1 is computed on the cash actually collected from the fan, not the title's regular list price. The Company may adjust these floors with notice per 10.4.
10.2 The Company may, at its discretion, guarantee a minimum 70% creator share specifically on distributor-originated sales (which otherwise pay approximately 46–50% under 10.1) for a Participant's first N such sales, as a founding-cohort incentive, where N and the eligibility window are set and published by the Company from time to time and are not a fixed term of this Agreement.
10.3 During the Pilot Program, creator and partner earnings under this Section 10 are computed per sale and tracked as they accrue. Cash disbursement of those earnings is not yet available while the Company builds out its payout infrastructure; the Company will post advance notice on its website and in the Creator Dashboard before cash payouts begin, and nothing in this Section 10.3 affects the Company's obligation under Sections 7.1 and 15 to remit amounts actually owed for completed, non-refunded sales once that infrastructure is available. Once cash payouts begin, they will run through the Company's designated payment and payout processors, with a target payout timing of approximately seven (7) days following a completed, non-refunded sale for accounts in good standing; new accounts opened within the preceding sixty (60) days, and accounts flagged for review, may see an extended hold. No specific minimum payout threshold is fixed by this Agreement; any such threshold will be disclosed in the Fee Schedule.
10.4 THE FEE SCHEDULE MAY CHANGE ON A GOING-FORWARD BASIS WITH REASONABLE NOTICE POSTED ON THE COMPANY'S WEBSITE AND/OR IN THE CREATOR DASHBOARD; CHANGES DO NOT AFFECT AMOUNTS ALREADY EARNED ON COMPLETED SALES.
The Participant is not entitled to any equity, wage, minimum earnings, or other compensation beyond the Fee Schedule, and there are no performance requirements, minimum-usage obligations, or quotas under this Agreement.
10.5 Where the Participant signs up only as a Fan (does not list Content for sale or refer sales as a Curator/Influencer/Sponsor), this Section 10 does not apply, and the Participant's relationship to the Company as a purchaser is governed by the remaining terms of this Agreement, including Sections 4 through 7 and Section 14.
The Participant is solely responsible for determining and paying all taxes owed on amounts received under Section 10, and for providing any tax forms the Company's payout processor requires (e.g., Form W-9 or W-8). The Company may report payouts to tax authorities as required by law.
In plain terms: browsing the Platform and buying or selling Content is not confidential — the Platform is public, and this section does not restrict talking about your own experience using it. What is confidential is anything non-public you're exposed to as a registered user, such as unreleased features, internal tools, or source code — the same as any beta software.
The Platform and all related non-public information — including unreleased features, designs, source code, models, business and technical information, and patent-pending or other intellectual-property materials (collectively, "Confidential Information") — are confidential and proprietary to the Company. The Participant shall keep all Confidential Information strictly confidential and not disclose it to any third party or use it for any purpose other than participating in the Pilot Program. This obligation survives for five (5) years after termination. Confidential Information does not include information that becomes publicly available through no fault of the Participant, or that the Company itself publishes.
All feedback, comments, suggestions, bug reports, screenshots, and other materials the Participant provides about the Platform ("Feedback") are the sole and exclusive property of the Company. The Participant irrevocably assigns to the Company all right, title, and interest in all Feedback, usable by the Company for any purpose without compensation, credit, or notice. Except for Content licensed under Section 8, all right, title, and interest in the Platform remain exclusively with the Company and the Released Parties.
14.1 The Participant consents to the collection, storage, and processing of information reasonably necessary to operate the Platform, process payments, and administer the Pilot Program, per applicable law and the Company's Privacy Policy.
14.2 By accepting this Agreement, the Participant consents to receive Pilot Program updates, product announcements, and marketing communications at the email address provided at signup, and may unsubscribe from marketing at any time via the link in each email — this does not affect essential account, transactional, or legal notices.
14.3 Given the pilot nature of the Platform, data security and privacy cannot be guaranteed and the Participant assumes the risks described in Section 5, and should not submit information they are unwilling to have processed in a pilot environment.
This Agreement takes effect on the Effective Date and remains in effect for as long as the Participant has access to the Platform. Either party may terminate the Participant's participation at any time; the Company will use reasonable efforts to give notice where practical and remains obligated to pay amounts already earned and owing under Section 10 as of the termination date. The releases, waivers, disclaimers, indemnification, confidentiality, and intellectual-property provisions survive any termination.
16.1 Governing Law: the laws of the State of Utah, without regard to conflict-of-laws principles.
16.2 Dispute Resolution: good-faith negotiation for at least thirty (30) days, then binding arbitration administered by the American Arbitration Association in Salt Lake City, Utah, under its Commercial Arbitration Rules; each party bears its own fees and costs unless the arbitrator determines otherwise.
16.3 Each Released Party that is not a signatory is an intended third-party beneficiary and may enforce this Agreement directly.
16.4 Entire Agreement: this Agreement, the Fee Schedule, and the Company's Privacy Policy are the entire agreement regarding their subject matter, except that a separate written agreement for a specific promotion (e.g., a discovery contest) may add additional terms for that promotion only.
16.5 Severability, 16.6 Waiver, and 16.7 Assignment follow standard terms: invalid provisions are severed without affecting the rest; no failure to enforce is a waiver; the Participant may not assign without the Company's consent, and the Company may assign freely, including upon any future incorporation of IndieStarlight as its own legal entity.
By checking "I agree" and submitting the signup form, the Participant acknowledges and agrees that:
(a) they have read and understand this Agreement and had the opportunity to consult independent advisors before accepting it; (b) the Platform is pilot/beta software that may contain errors and involves real transactions; (c) they assume all risk and release, waive, and will indemnify the Released Parties as set forth above, subject to the Company's payment obligations under Section 10; (d) if they list Content for sale, they retain ownership and grant the Section 8 license, and warrant the Content doesn't infringe third-party rights; (e) participation is voluntary, with no employment/agency/partnership relationship and no performance requirements; and (f) they are at least 18, or if a minor signing up as a Fan only, a parent or legal guardian has reviewed and accepted this Agreement on the minor's behalf.
18.1 This Agreement is accepted electronically — by checking "I have read and agree to the IndieStarlight Pilot Participation Agreement" and completing the applicable signup form (Creator, Curator/Influencer, Fan, or Sponsor). No wet signature, witness, or mailed copy is required.
18.2 The Company records the Participant's name, email, role, IP address, and the date/time of acceptance, and emails a confirmation referencing this Agreement's version and the Participant's Agreement Reference No.
18.3 Before enabling payouts, the Company may require additional identity or rights verification (e.g., a completed creator profile, tax form, or evidence of rights). Access to browse or, for Fans, to purchase is not conditioned on this additional verification.
18.4 The version of this Agreement in effect at signup governs that Participant's participation going forward. If the Company materially changes this Agreement, continued use after notice constitutes acceptance of the update; material changes will be highlighted in that notice.