Stanza

Sample Contract

Effective Date: April 17, 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 the musical compositions owned by the Copyright Owner as itemized in Schedule A attached to this Agreement.

1.2. “Territory” means worldwide.

1.3. “Term” means the period commencing on the Effective Date and continuing until terminated in accordance with Section 11 of this Agreement.

1.4. “Content Engagement” means:

  1. “Digital Engagement” occurs when the Licensed Property is viewed, displayed, or used on any internet-connected device for a minimum of thirty (30) cumulative seconds within a single user session. Multiple views within a 24-hour period by the same user shall count as separate Digital Engagements only if each view meets the minimum 30-second threshold. Each qualifying Digital Engagement shall be worth 1 Content Engagement.
  2. “Physical Reproduction” means each instance where the Licensed Property is printed, photocopied, or reproduced in any other physical form. Each Physical Reproduction shall be worth 2.5 Content Engagements.

1.5. “Net Revenue” means:

  1. The revenue received by Licensee from paid subscriptions, gift subscriptions, and one-time print credit purchases;
  2. The imputed value of promotional or free subscriptions, calculated as follows:
    1. For promotional subscriptions offered at a discount, the imputed value shall be the standard subscription price that would have been charged absent the promotion;
    2. For entirely free subscriptions offered as part of marketing campaigns, the imputed value shall be fifty percent (50%) of the standard subscription price for the equivalent paid subscription tier;
    3. For administrative or internal use accounts necessary for platform operations, testing, or customer support, no imputed value shall be assigned;
  3. Less the following deductions:
    1. Any taxes, fees, and commissions taken by App Stores and payment processors;
    2. Any refunds sent to users in the normal course of business operations.

1.6. “Entitled Net Revenue” means the portion of Net Revenue received by Licensee after Licensed Content is listed on the Platform.

1.7. “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.

1.8. “Payout Date” means sixty (60) days after the end of each Accounting Period.

1.9. “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 specifically includes the right to:

  1. Reproduce the Licensed Property in digital format for viewing by users;
  2. Allow users to create physical reproductions of the Licensed Property;
  3. Market and advertise the Licensed Property; and
  4. Make typesetting and visual layout modifications as specified 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 Revenue multiplied by the percentage of total Content Engagements of the Licensed Property by users of Stanza’s platform relative to the total Content Engagements of all licensed content on the platform.

3.2. For the purposes of this Agreement, Net Revenue is recognized on an accrual basis, meaning revenue shall be counted when earned (at the time of sale or transaction), regardless of when payment is actually received. Royalty calculations and payment obligations shall be determined based on this accrual method of accounting.

3.3. The royalty calculation formula shall be: Royalty Payment = (Net Revenue × 51%) × (Total Content Engagements of Copyright Owner’s Licensed Property ÷ Total Content Engagements of All Licensed Content on Platform)

3.4. The Licensee acknowledges that Net 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 discrepancies of 2% or more are identified. Any adjustments of payment to Copyright Owner will occur by the next Payout Date.

3.5. Payment Deferments and Minimums

  1. 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 by the next Payout Date.
  2. Copyright Owner has the right to request payment on the next Payout Date once
    1. the cumulative amount of royalties payable to Copyright Owner reaches $10.00 USD or
    2. the Copyright Owner has not received payment for six (6) months.
  3. This section amends and supersedes any previous agreements or understandings regarding the deferment of payment by the Licensee to the Copyright Owner.

3.6. All royalties shall be paid on a quarterly basis according to the Accounting Period and Payout Date as defined in Sections 1.6 and 1.7 of this Agreement. The detailed royalty report described in Section 3.7 shall be delivered to the Copyright Owner no later than the applicable Payout Date.

3.7. All Net Revenue is recognized in USD. Any royalty payment will be made in USD. If Copyright Owner requires payment in any other currency then the currency conversion will use the mid-market rate according to OANDA (oanda.com) on the date that payment is issued.

3.8. Along with each royalty payment, Licensee shall provide a written report to the Copyright Owner detailing:

  1. The total Net Revenue for the applicable period;
  2. The total number of Content Engagements across the platform;
  3. The number of Content Engagements attributed to the Licensed Property;
  4. The percentage of total Content Engagements attributable to the Licensed Property; and
  5. 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 Content Engagements of the Licensed Property.

4.2. The Licensee shall keep complete and accurate records regarding all Content 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.

4.4. The Copyright Owner shall have the right to request an audit pursuant to section 4.3 for a period of three (3) years following each quarter.

4.5. The Copyright Owner waives any right to inspect and audit Licensee’s relevant records to verify the accuracy of royalty calculations and payments after a period of three (3) years following each quarter.

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: 

  1. Any breach by the Copyright Owner of any representation, warranty, or covenant made in this Agreement;
  2. 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: 

  1. Any breach by the Licensee of any representation, warranty, or covenant made in this Agreement;
  2. 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 be the greater of: 

  1. The total amount of royalties paid and payable under this Agreement for the twenty-four (24) months preceding the event giving rise to liability; or
  2. Ten thousand dollars ($10,000 USD). 
  3. This limitation shall not apply to liability arising from:
    1. Either party’s willful misconduct or gross negligence;
    2. Breach of confidentiality obligations;
    3. Indemnification obligations under Sections 6.2 and 6.3.

6.5. User Actions and Liability Limitations

  1. The Licensee shall not be liable to the Copyright Owner for any unauthorized use, reproduction, distribution, or piracy of the Licensed Property by users or third parties, provided that:
    1. Such actions occur despite Licensee maintaining industry-standard security measures and reasonable technological protection measures;
    2. Licensee takes commercially reasonable steps to prevent obvious and systematic abuse of the platform;
    3. Licensee promptly responds to any notices of alleged infringement in accordance with applicable laws, including the Digital Millennium Copyright Act (DMCA) or similar legislation.
  2. Licensee agrees to implement and maintain:
    1. Clear terms of service that prohibit unauthorized copying, distribution, or sharing of licensed content;
    2. Reasonable technological measures to discourage unauthorized copying;
    3. A process for receiving and responding to copyright infringement notices.
  3. Nothing in this Agreement shall require Licensee to implement measures that would unreasonably impair the user experience or that exceed industry standards for similar services.

7. LIMITATIONS ON MODIFICATION

7.1. The Licensee may modify the typesetting, visual layout, and formatting of the Licensed Property to facilitate effective presentation and distribution. Such permitted modifications include, but are not limited to:

  1. Changes in font, size, color, or typography;
  2. Adjustments to spacing, margins, and alignment;
  3. Visual styling and presentation format;
  4. Adaptation to different display formats or screen sizes.

7.2. The Licensee is expressly prohibited from making any substantive modification, transformation, or change that would alter the core composition, melody, rhythm, harmony, lyrics, or structure of the Licensed Property, including but not limited to:

  1. Changing, removing, or adding musical notes;
  2. Altering or replacing lyrics or text;
  3. Changing the time signature, key, or tempo of the composition;
  4. Creating derivative works beyond the scope of formatting changes.

7.3. All permitted modifications shall be subject to the Copyright Owner’s intellectual property rights.

7.4. In case of doubt regarding whether a proposed modification is permissible, Licensee shall consult with Copyright Owner prior to implementing such modification.

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:

  1. All rights granted to the Licensee shall immediately revert to the Copyright Owner; 
  2. The Licensee shall cease all new sales and distributions of the Licensed Property;
  3. 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, provided that:
    1. No new marketing or promotion of the Licensed Property occurs during this period;
    2. Access is limited to users who accessed the Licensed Property prior to termination;
    3. The Licensee provides monthly reports to the Copyright Owner detailing all continuing uses during the wind-down period;
  4. The Licensee shall continue to pay royalties for uses during the wind-down period at the rates specified in this Agreement;
  5. 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.

​​11.5. Change of Ownership: In the event that ownership of the Licensed Property changes during the Term of this Agreement:

  1. Copyright Owner shall provide Licensee with written notice of such change within thirty (30) days;
  2. This Agreement shall remain binding upon the new owner of the Licensed Property;
  3. The new owner shall have the same rights and obligations as the original Copyright Owner under this Agreement.

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.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

SCHEDULE A: LICENSED PROPERTY

The following musical compositions constitute the Licensed Property covered by this Agreement:

  1. Song Title
  2. Song Title
  3. Song Title

Signed by Taylor Dirks
Signed On: April 17, 2025

Document name: Stanza Contract 507 for (Your Name)

lock iconUnique Document ID: 2595F37045C2C39E8E