This Copyright License Agreement (the “Agreement”) is made effective as of (current date), by and between:
(Your Name) with an address (Your Address) (hereinafter the “Copyright Owner”);
and
Stanza Music Inc., a company organized and existing in the United States with the registered address (Your Address) (hereinafter the “Licensee”).
WHEREAS, the Copyright Owner owns the copyright, publishing rights, and all other related rights in and to certain Music, and
WHEREAS, the Licensee desires to obtain certain rights to market, sell, and distribute certain music.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
GRANT OF LICENSE
Copyright Owner owns (# of songs ) compositions of Gospel Music (“Licensed Property”), which are itemized at the bottom of this contract and titled “Copyright License Itemization.” In accordance with this Agreement, the Copyright Owner hereby grants to the Licensee, its successors, and assigns, subject to the payments set forth below, the right, license, and privilege to market, sell, and distribute the Licensed Property.
PAYMENT OF ROYALTY
Licensee is required to pay a royalty to the Copyright Owner based on the usage of the Licensed Property. The calculation for the royalty is as follows:
- Each digital use (View) of the Licensed Property (where it is viewed, displayed, or used on any internet-connected device for more than 30 seconds) shall be worth 1 Use.
- Each physical use (Print) of the Licensed Property (which includes printing, photocopying, or any other form of physical reproduction) shall be worth 2.5 Uses.
- Copyright Owner shall be paid based on the number of total Uses of the Licensed Property by users of Stanza.
(please contact us to negotiate a royalty rate)
Payment will be deferred until the cumulative amount of all sales reaches $10. Once the total royalties reach the specified threshold, payment will be promptly made in full. This approach aims to streamline the payment process and avoid disproportionate fees on small transactions.
Within the scope of this Agreement, the term “digital use” shall be defined as any occurrence in which the Licensed Property is accessed, exhibited, or utilized on an internet-connected device for a period exceeding 30 seconds, within a consecutive 24-hour timeframe. Subsequent uses within that 24-hour period by the same person utilizing the digital use will not be counted or subject to further restrictions, as a digital use is to be considered comparable to a copy printed for a single event. The term “physical use” shall herein encompass any tangible representation of the document, including but not limited to printing, photocopying, or any other form of physical reproduction.
The royalties are to be paid on a quarterly basis. Along with each royalty payment, Licensee must provide a written report to the Copyright Owner. This report should include the details of how the royalty payment was calculated.
LIABILITY RELEASE
Licensee shall not be held responsible or liable for any misuse or illegal reproduction of copyrighted material by its clients or any third parties. The licensor acknowledges and agrees that Licensee operates solely as a marketing entity and does not have control over the actions or conduct of its clients. The licensor shall indemnify and hold Licensee harmless from any claims, damages, losses, or liabilities arising out of or related to the unauthorized use or reproduction of copyrighted material by its clients. Licensee disclaims any responsibility or liability for the actions of its clients and strongly advises its clients to comply with all applicable copyright laws and regulations. The licensor understands and acknowledges that the use of licensed property by clients is at their own risk, and Licensee shall not be held accountable for any misuse or unlawful activities.
RIGHTS AND OBLIGATIONS
The Copyright Owner reserves unto itself all rights of every kind and nature except those specifically granted to the Licensee herein. The Copyright Owner declares and guarantees that they are the lawful owner of the works of art described herein. The Copyright Owner affirms that they possess the full authority, power, and rights to sell, license, and manage Licensed Property, including but not limited to reproduction rights, exhibition rights, and distribution rights. The Author acknowledges that any misrepresentation regarding ownership or authority shall render this contract null and void, and they shall be held liable for any resulting damages or legal consequences. The Licensee shall identify the Copyright Owner as the owner of the Music in all promotions and advertisements for its product.
RECORDS
Licensee shall keep accurate records regarding the quantities of the Licensed Property that are sold. Copyright Owner shall have the right to inspect such records after providing reasonable notice of such intent to Licensee.
LIMITATIONS ON MODIFICATION.
The Licensee maintains the authority to modify the typesetting and visual layout of Licensed Property in order to facilitate a more effective presentation or representation thereof. This does not extend to alterations of the fundamental nature of the music itself. Any substantive modification, transformation, or change that would alter the core composition, melody, rhythm, harmony, or structure of the original Licensed Property is expressly prohibited under the terms of this agreement. The rights granted under this license strictly pertain to aesthetic and presentational modifications, and do not permit any alteration to the essential character of the musical work.
DEFAULTS
If Licensee fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, Copyright Owner shall have the option to cancel this Agreement by providing 30 days’ written notice to Licensee. Licensee shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period.
WARRANTIES
Neither party makes any warranties with respect to the use, sale, or other transfer of the Licensed Property by the other party or by any third party, and Licensee accepts the product “AS IS.” In no event will Copyright Owner be liable for direct, indirect, special, incidental, or consequential damages that are in any way related to the Licensed Property.
TRANSFER OF RIGHTS
This agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party unless the prior written consent of the other party is obtained.
TERMINATION
This Agreement may be terminated by either party after one year from the date this Agreement was made effective by providing notice to the other party 30 days before the end of the one-year term.
AMENDMENT
This Agreement may be modified or amended by either party after one year from the date this Agreement was made effective if the amendment is made in writing and is signed by both parties.
NOTICE
The address of each party hereto as set forth in the beginning shall be the appropriate address for the mailing of notices, checks, and statements, if any.
APPLICABLE LAW
This agreement shall be governed by the laws of the State of Missouri. In the event of any dispute or disagreement arising out of or in connection with this Contract, the Parties agree to first attempt to resolve the matter amicably through good-faith negotiations. Each Party shall appoint a designated representative to engage in discussions and explore potential resolutions. If the Parties are unable to resolve the dispute through negotiations within a reasonable timeframe, either Party may initiate arbitration. The arbitration shall be conducted in accordance with the rules and procedures of the American Arbitration Association (AAA).
The arbitration proceedings shall take place in Jefferson City, Missouri, unless otherwise agreed upon by the Parties in writing. The arbitrator or arbitral tribunal shall be appointed in accordance with the rules of the AAA. The decision of the arbitrator or arbitral tribunal shall be final and binding upon the Parties. The arbitral award may be enforced in any court of competent jurisdiction. Notwithstanding the initiation of arbitration, the Parties shall continue to fulfil their respective obligations under this Contract, except to the extent that such obligations are directly affected by the dispute.
OTHER PROVISIONS
This Contract constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.
Any modifications or amendments to this Contract must be made in writing and signed by both Parties.
The Parties agree that if any provision is deemed invalid, the court shall endeavor to give effect to the intent and purpose of the provision to the maximum extent possible within the bounds of the law. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the other provisions of this Contract.
COPYRIGHT LICENSE ITEMIZATION
Song Title One, Song Title Two, Song Title Three
Taylor Dirks
Signed by Taylor Dirks
Signed On: June 12, 2024
Signed by Taylor Dirks
Signed On: June 12, 2024
Signature Certificate
Document name: Stanza Seller Agreement – Taylor Dirks
Unique Document ID: 2595F37045C2C39E8E