COPYRIGHT LICENSE AGREEMENT
Effective Date: December 15, 2025
BETWEEN:
(Your Name), with an address at (Your Address) (hereinafter the “Copyright Owner”);
AND
Stanza Music Inc., a company organized and existing in the United States with the registered address 10938 SW County Rd 968, Rich Hill, Missouri 64779 (hereinafter the “Licensee”).
WHEREAS:
- The Copyright Owner owns the copyright, publishing rights, and all other related rights in and to certain Music compositions as detailed in Schedule A of this Agreement; and
- The Licensee desires to obtain certain rights to market, sell, and distribute such music compositions.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. DEFINITIONS
For the purposes of this Agreement, the following terms shall have the meanings assigned to them below:
1.1. “Licensed Property” means all musical compositions owned or controlled by the Copyright Owner as part of the Catalog.
1.2. “Territory” means worldwide.
1.3. “Term” means the period commencing on the Eective Date and continuing until terminated in accordance with Section 11 of this Agreement.
1.4. “App Interaction” means any interaction with the Licensed Property through the Licensee’s applications, including but not limited to viewing, displaying, using, or printing the Licensed Property.
1.5. “Digital Engagement” means any App Interaction where the Licensed Property is viewed, displayed, or used on any internet-connected device for more than 30 seconds.
1.6. “Physical Reproduction” means any App Interaction where the Licensed Property is printed and tracked from any of Licensee’s applications.
1.7. “Net View Revenue” means the revenue received by Licensee from subscriptions, gift subscriptions, which excludes one-time print purchases of any kind, less: (a) any taxes, fees, and commissions taken by App Stores and payment processors; and (b) any refunds sent to users in the normal course of business operations.
1.8. “Net Print Revenue” means the revenue received by Licensee from one-time print credit purchases, or any other form of one-time print purchase, less: (a) any taxes, fees, and commissions taken by App Stores and payment processors; and (b) any refunds sent to users in the normal course of business operations.
1.9. “Accounting Period” means the period of time for which the Licensee is required to report and pay royalties to the Copyright Owner. The Accounting Period shall be quarterly, with each quarter ending at midnight UTC on the last day of March, June, September, and December.
1.10. “Payout Date” means sixty (60) days after the end of each Accounting Period.
1.11. “App Stores” means any digital application store on which Licensee’s applications are listed for download and/or sale.
2. GRANT OF LICENSE
2.1. The Copyright Owner hereby grants to the Licensee, its successors, and assigns, subject to the payments set forth in Section 3, the non-exclusive right, license, and privilege to market, sell, and distribute the Licensed Property within the Territory during the Term.
2.2. This license specically includes the right to: (a) Reproduce the Licensed Property in digital format for viewing by users; (b) Allow users to create physical reproductions of the Licensed Property; (c) Market and advertise the Licensed Property; and (d) Make typesetting and visual layout modications as specied in Section 7.
2.3. All rights not expressly granted to the Licensee herein are reserved to the Copyright Owner.
3. PAYMENT OF ROYALTY
3.1. The Licensee shall pay the Copyright Owner royalties calculated as follows: 51% of Net View Revenue multiplied by the percentage of total Digital Engagements of the Licensed Property by users of Stanza’s platform relative to the total Digital Engagements of all licensed content on the platform.
3.2. The royalty calculation formula shall be: Royalty Payment = (Net View Revenue × 51%) × (Total Digital Engagements of Copyright Owner’s Licensed Property ÷ Total Digital Engagements of All Content on Platform) + ($0.07 × Total Physical Reproductions of Copyright Owner’s Licensed Property)
3.3. The Licensee acknowledges that Net View Revenue figures used to calculate royalty payments are based on reasonable estimates and may vary from actual figures by approximately 1-2%. This variation may occur due to timing differences in reporting, currency conversion fluctuations, adjustments from payment processors, or other accounting factors. All royalty calculations and payments are made in good faith based on these estimates, and Licensee reserves the right to make adjustments in subsequent periods if significant discrepancies are identified.
3.4. Payment will be deferred until the cumulative amount of royalties payable to the Copyright Owner reaches $50.00 USD. Once the total royalties reach this threshold, payment will be made in full on the next Payout Date. This section amends and supersedes any previous agreements or understandings regarding the deferment of payment by the Licensee to the Copyright Owner.
3.5. All royalties shall be paid on a quarterly basis. The “Accounting Period” shall be quarterly, with each quarter ending at midnight UTC on the last day of March, June, September, and December. The “Payout Date” for each Accounting Period shall be sixty (60) days after the end of that Accounting Period.
3.6. Along with each royalty payment, Licensee shall provide a written report to the Copyright Owner detailing: (a) The total Net View Revenue for the applicable period; (b) The total number of Digital Engagements across the platform; (c) The number of Digital Engagements attributed to the Licensed Property; (d) The percentage of total Digital Engagements attributable to the Licensed Property; (e) The total number of Physical Reproductions of the Licensed Property; and (f) The calculation of the royalty payment.
4. TRACKING AND VERIFICATION
4.1. The Licensee shall implement and maintain accurate systems for tracking and counting all Digital Engagements of the Licensed Property.
4.2. The Licensee shall keep complete and accurate records regarding all Digital Engagements of the Licensed Property for a period of at least three (3) years following each quarter.
4.3. Upon reasonable written notice of at least thirty (30) days, the Copyright Owner or its designated representative shall have the right to inspect and audit the Licensee’s relevant records to verify the accuracy of royalty calculations and payments. Such audits shall: (a) Be conducted during normal business hours; (b) Occur no more than once per calendar year; (c) Be at the Copyright Owner’s expense unless discrepancies exceeding 5% in the Copyright Owner’s favor are discovered, in which case the Licensee shall bear reasonable audit costs.
5. REPRESENTATIONS AND WARRANTIES
5.1. The Copyright Owner represents and warrants that: (a) They are the sole and exclusive owner of all rights granted to the Licensee in this Agreement; (b) They have full right, power, and authority to enter into this Agreement and to grant the rights granted herein; (c) The Licensed Property does not infringe upon the rights of any third party; (d) They have not previously granted and will not grant any right, license, or interest in and to the Licensed Property that conflicts with the rights granted to the Licensee herein.
5.2. The Licensee represents and warrants that: (a) It has full right, power, and authority to enter into this Agreement; (b) It will use commercially reasonable efforts to market and distribute the Licensed Property; (c) It will comply with all applicable laws and regulations in the exercise of its rights under this Agreement.
6. LIABILITY AND INDEMNIFICATION
6.1. The Licensee shall take reasonable precautions to prevent unauthorized use of the Licensed Property but shall not be liable for unauthorized use or infringement by its users or third parties provided that Licensee has implemented industry-standard security measures.
6.2. The Copyright Owner shall indemnify, defend, and hold harmless the Licensee against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) Any breach by the Copyright Owner of any representation, warranty, or covenant made in this Agreement; (b) Any claim that the Licensed Property infringes upon the rights of any third party.
6.3. The Licensee shall indemnify, defend, and hold harmless the Copyright Owner against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) Any breach by the Licensee of any representation, warranty, or covenant made in this Agreement; (b) Any claim arising from the Licensee’s marketing, distribution, or modification of the Licensed Property, except where such claim relates to the inherent content of the Licensed Property as provided by the Copyright Owner.
6.4. The maximum liability of either party to the other under this Agreement shall not exceed the total amount of royalties paid and payable under this Agreement for the twelve (12) months preceding the event giving rise to liability.
7. LIMITATIONS ON MODIFICATION
7.1. The Licensee may modify the typesetting, visual layout, and formatting of the Licensed Property to facilitate efective presentation and distribution.
7.2. The Licensee is expressly prohibited from making any substantive modification, transformation, or change that would alter the core composition, melody, rhythm, harmony, or structure of the Licensed Property.
7.3. All permitted modifications shall be subject to the Copyright Owner’s intellectual property rights.
8. ATTRIBUTION AND PROMOTION
8.1. The Licensee shall identify the Copyright Owner as the owner of the Licensed Property in all promotions and advertisements.
8.2. The Copyright Owner grants to the Licensee the right to use the Copyright Owner’s name solely for the purpose of providing attribution as required by this Agreement.
9. CONFIDENTIALITY
9.1. Each party shall maintain the confidentiality of any confidential information disclosed by the other party during the course of this Agreement, including but not limited to financial information, marketing strategies, and user data.
9.2. This obligation of confidentiality shall survive the termination of this Agreement for a period of three (3) years.
10. TRANSFER OF RIGHTS
10.1. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
10.2. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld.
10.3. Notwithstanding Section 10.2, the Licensee may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
11. TERM AND TERMINATION
11.1. This Agreement shall commence on the Effective Date and shall continue for an initial period of one (1) year.
11.2. After the initial one-year period, this Agreement shall automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
11.3. Either party may terminate this Agreement for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.
11.4. Upon termination of this Agreement: (a) All rights granted to the Licensee shall immediately revert to the Copyright Owner; (b) The Licensee shall cease all new sales and distributions of the Licensed Property; (c) The Licensee may continue to service existing users who have previously accessed or purchased the Licensed Property for a wind-down period not to exceed ninety (90) days; (d) The Licensee shall continue to pay royalties for Uses during the wind-down period; (e) The Licensee shall, within thirty (30) days after the end of the wind-down period, provide a final report and make final royalty payment to the Copyright Owner.
12. NOTICES
12.1. All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered: (a) Upon personal delivery; (b) Upon confirmed delivery by commercial courier service; or (c) Three (3) business days after deposit with the U.S. Postal Service, by registered or certified mail, return receipt requested, postage prepaid.
12.2. Such communications shall be sent to the addresses set forth at the beginning of this Agreement, or to such other address as either party may specify in writing.
13. APPLICABLE LAW AND DISPUTE RESOLUTION
13.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws principles.
13.2. In the event of any dispute or disagreement arising out of or in connection with this Agreement, the parties agree to first attempt to resolve the matter amicably through good-faith negotiations for a period of not less than thirty (30) days.
13.3. If the parties are unable to resolve the dispute through negotiations within the thirty (30) day period, either party may initiate arbitration. The arbitration shall be conducted in accordance with the rules and procedures of the American Arbitration Association (AAA).
13.4. The arbitration proceedings shall take place in Kansas City, Missouri, unless otherwise agreed upon by the parties in writing.
13.5. The arbitrator’s decision shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction.
13.6. Notwithstanding the initiation of arbitration, the parties shall continue to fulfill their respective obligations under this Agreement, except to the extent that such obligations are directly affected by the dispute.
13.7. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of that party’s intellectual property rights.
14. GENERAL PROVISIONS
14.1. Entire Agreement: This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, or negotiations.
14.2. Amendments: This Agreement may be modified or amended only by a written instrument executed by both parties.
14.3. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
14.4. Waiver: The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.
14.5. Force Majeure: Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, labor disputes, government actions, or interruption of utility services.
14.6. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
14.7. Survival: The provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement shall survive termination or expiration.
15. LICENSED PROPERTY AND RIGHTS
15.1. General Exclusions: This contract excludes all Licensed Property within the Catalog with a copyright newer than three (3) years inclusive prior to the current year. For example, if the current year is 2025, the contract excludes all Licensed Property with a copyright date of 2022, 2023, 2024, and 2025.
15.2. Exceptions to General Exclusions: Agreement may be given verbally or in writing by the Copyright Owner for use of Licensed Property excluded by the General Exclusions clause of this Agreement.
15.3. Prior Notice: Licensee will give Copyright Owner prior notice of seven (7) days of any new use of Licensed Property in the Copyright Owner’s Catalog. If Copyright Owner does not object verbally or in writing within seven (7) days of receipt of such notice, Licensee has the right to use the Licensed Property as described in the Agreement.
15.4. Grace Period for Exclusions After Use: If Copyright Owner wishes to exclude Licensed Property from use by the Licensee after Licensee has begun use of the Licensed Property, Copyright Owner must give Licensee written or verbal notice of exclusion within fourteen (14) days of the first use of the Licensed Property by Licensee.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
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12/15/2025 14:36 UTC
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