Sell Your Media – Agreement

IP OWNER DIGITAL ENCRYPTED ASSET AGREEMENT

This Agreement is a binding contract between the individual or entity (“you” or IP “Rights Holder”) accessing the IP OWNER DIGITAL ENCRYPTED ASSET AGREEMENT (this “Agreement”) and Stuff.io (Book.io, Inc., dba “Stuff.io”). By entering into this Agreement, you accept and agree to the terms herein, which govern the self-publication and distribution of your digital media through Stuff.io.

Scope of Agreement

This Agreement sets forth the terms under which Stuff.io facilitates the creation and distribution of digital content, referred to as “Decentralized Encrypted Assets” (“Digital Assets”), including e-books, music, videos, podcasts, documents, and other media submitted pursuant to this Agreement. By entering into this Agreement, you accept and agree to be bound by the following terms and policies.

1.1 Development and Distribution

Stuff.io will mint and manage your Digital Assets based solely on the information provided by the IP Rights Holder pursuant to this Agreement for a period of two calendar years from the creation date in Stuff.io’s system or until the Digital Asset is sold out, whichever occurs first. This includes metadata management, content hosting, and distribution. All data provided will be used verbatim in the creation of the asset, and Stuff.io is not liable for any incorrect information you provide. Note: This Agreement serves as the definitive record of your content’s features and release details; no additional agreements or statements of work will be issued or relied upon.

1.2 Content Review and Approval

Stuff.io reserves the right, at its sole discretion, to reject any content or prevent its release if it is deemed unsuitable, does not meet platform standards, or violates legal or policy guidelines. Stuff.io will try to accommodate special requests, including mint dates; however, there is no expectation or guarantee such requests will be met.

Acceptance and Amendments

2.1 Agreement Acceptance

By affirmatively accepting this Agreement or otherwise proceeding under it, you agree to be bound by its terms. If the IP Rights Holder is an entity, the individual accepting this Agreement represents and warrants that they are authorized to bind the IP Rights Holder.

2.2 Amendments

Stuff.io may amend this Agreement upon notice provided by email or other reasonable means. By continuing to operate under this Agreement following notice of an amendment, you agree to the updated terms. If you disagree, you must terminate participation and withdraw Digital Assets from further distribution by contacting Stuff.io at [email protected] or submitting a support ticket within thirty (30) days of notice.

Ownership, Licensing, and Intellectual Property

3.1 Ownership

As between you and Stuff.io, you retain ownership of the original media (“IP Rights Holder Property”). Stuff.io holds ownership of the minted Digital Assets, excluding IP Rights Holder Property.

3.2 License Grant

The IP Rights Holder hereby grants Stuff.io a non-exclusive, worldwide, perpetual, and irrevocable license (with the right to grant sublicenses through multiple tiers) to reproduce, modify, prepare derivative works of, promote, market, publicly perform, publicly display, sell, and distribute the IP Rights Holder Property as necessary to develop, distribute, and enable resale of the Digital Assets. Each sale or resale of a Digital Asset constitutes a “Transaction.” The IP Rights Holder irrevocably waives all moral rights to the fullest extent permitted by law.

Fees and Royalties

4.1 Setup and Service Fees

Fees for setup, design, and ongoing management of Digital Assets are communicated separately and are non-refundable, including in cases of removal for non-compliance or breach of this Agreement.

4.2 Payment Processing and Payouts

Payments for Digital Assets are processed through Stripe or its successor services. Royalties payable to the IP Rights Holder are calculated and remitted on a net sixty (60) day basis following the applicable transaction period. Stuff.io may retain custody of funds during this period for reconciliation, refunds, chargebacks, and compliance. The IP Rights Holder has no right to immediate payment or escrow prior to completion of the settlement period.

4.3 Royalty Structure

“Net revenue” means gross amounts actually received by Stuff.io from sales of Digital Assets, less payment processing fees, refunds, chargebacks, taxes, discounts, credits, promotional costs, and third-party platform or blockchain transaction fees.

Primary Royalties: IP Rights Holder receives 70% of net revenue; Stuff.io retains 30%.

Secondary Royalties: Royalties from resales are paid at the rate selected by the IP Rights Holder, with Stuff.io receiving 2.5% where supported.

Stuff.io may offset refunds, chargebacks, or disputes against future royalties, including creating a negative balance. The IP Rights Holder is solely responsible for all applicable taxes unless withholding is legally required.

5. Content Standards and Compliance

5.1 Content Compliance

All Digital Assets submitted pursuant to this Agreement must comply with Stuff.io’s Explicit Content Policy https://help.book.io/knowledge/adult-cont and applicable platform guidelines. The IP Rights Holder agrees to monitor and maintain the accuracy of all metadata and to promptly address any compliance issues, including updating or withdrawing content where necessary.

5.2 Modifications and Enforcement

Stuff.io reserves the right to modify metadata or content presentation to align with platform standards or legal requirements. Stuff.io may suspend distribution or payment of royalties in response to legal claims, takedown notices, or governmental requests without liability. Failure to complete or maintain required identity verification or compliance checks may result in suspension or termination of payouts without liability to Stuff.io.

6. Marketing and Promotion

Stuff.io may choose to market and promote Digital Assets on its platform, social media, other outlets, and supported secondary marketplaces. Marketing activities may include displaying excerpts or allowing sample views. If mutually agreed upon by the parties, Stuff.io may charge fees for certain marketing services, which shall be outlined in a separate written document specifying applicable fees and terms.

The IP Rights Holder may not market or represent Digital Assets as investments, income-producing instruments, or guaranteed revenue products.

7. Attestation of Rights

By entering into this Agreement, the IP Rights Holder represents and warrants that they possess all necessary legal rights, licenses, and authority to publish, distribute, and collect revenue for each Digital Asset submitted pursuant to this Agreement. The IP Rights Holder further affirms that no third-party rights or claims restrict or inhibit Stuff.io’s ability to distribute or monetize the Digital Assets on their behalf.

8. Confidentiality and Data Protection

Both parties agree to treat the terms of this Agreement as confidential and not disclose such terms to third parties except as required by law, regulation, or valid legal process. Where legally permissible, the disclosing party shall provide prompt notice and take reasonable steps to limit the scope of such disclosure. Disclosure to legal counsel or professional advisors is permitted, provided they are bound by confidentiality obligations consistent with this Agreement.

9. Indemnification and Liability

The IP Rights Holder agrees to defend, indemnify, and hold harmless Stuff.io and its affiliates, employees, directors, agents, and representatives (the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) any content submitted under this Agreement, including claims of intellectual property infringement, defamation, or violation of law; (ii) any breach of this Agreement; or (iii) any activity conducted by the IP Rights Holder in connection with the Digital Assets.

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. NEITHER PARTY PROVIDES LEGAL OR TAX ADVICE. STUFF.IO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR RELIANCE DAMAGES, INCLUDING LOSS OF PROFITS. STUFF.IO’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY STUFF.IO TO THE IP RIGHTS HOLDER UNDER THIS AGREEMENT FROM WHICH THE CLAIM AROSE. THIS LIMITATION SHALL APPLY REGARDLESS OF THE FORM OF ACTION AND SHALL SURVIVE ANY FAILURE OF ESSENTIAL PURPOSE.

10. Term and Termination

Either party may terminate this Agreement in the event of a breach or as otherwise provided herein. Upon termination, any Digital Assets already minted may remain in circulation, and royalties shall continue to be paid for completed transactions. Stuff.io has no obligation to provide ongoing services following termination except as required to complete outstanding royalty settlements.

11. General Legal Provisions

This Agreement is governed by the laws of the State of Texas, without regard to conflict of law principles. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in Collin County, Texas, and waives any objection based on inconvenient forum.

12. Additional Provisions

12.1 Force Majeure

Neither party shall be liable for failure or delay in performance due to events beyond its reasonable control, including natural disasters, governmental actions, or major internet outages. The affected party shall provide prompt notice, and performance shall be suspended for the duration of the force majeure event.

12.2 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.