Stashbox Radio Content License and Release Agreement

Stashbox Radio Content License and Release Agreement

This Content License and Release Agreement (“Agreement”) is between Elettro Incorporated, a Florida corporation operating Stashbox and Stashbox Radio (“Elettro”), and the content owner or authorized representative identified in the signature section (“Licensor”).

1. Covered Content

“Content” means every item listed in Exhibit A, including sound recordings, musical compositions, lyrics, music videos, visual clips, photographs, artwork, cover art, logos, names, biographies, metadata, credits, promotional materials, and other supplied assets.

2. License Grant

Licensor grants Elettro a nonexclusive, worldwide license during the Term to host, store, reproduce, copy, encode, transcode, compress, cache, transmit, stream, publicly perform, publicly display, make available, format, crop, resize, create thumbnails from, and otherwise technically process the Content for Stashbox, Stashbox Radio, related websites, applications, players, dashboards, visual experiences, promotional channels, and approved service providers.

The license includes the right to:

• offer interactive or on-demand selection, skipping, playlists, search, filtering, continuous play, and shareable song links
• display lyrics, credits, artwork, biographies, artist names, stage names, logos, approved photographs, and metadata
• synchronize sound recordings and compositions with submitted or authorized video, animation, artwork, visualizers, visual-experience clips, promotional graphics, and other audiovisual material
• create and publish excerpts, previews, thumbnails, social clips, promotional posts, rendered MP4 files, compilations, advertisements, sponsorship presentations, and marketing materials promoting the Content or Stashbox services
• include the Content in continuous or filtered livestreams and scheduled digital programming
• display sponsorships, advertising, donation links, affiliate links, merchandise, Shopify products, and other commercial material near or within the user experience
• provide Content to hosting, cloud, storage, content-delivery, rendering, social, distribution, analytics, development, and security providers solely to operate or promote the authorized uses

3. Name, Image, Voice, and Likeness Release

Licensor authorizes Elettro to use approved artist names, stage names, group names, voices, performances, photographs, video appearances, biographies, logos, social handles, and likenesses in connection with the Content, Stashbox Radio, promotional materials, sponsorship materials, rendered videos, livestreams, and social publishing.

4. Ownership

Licensor retains ownership of the Content. No ownership transfers to Elettro. Elettro owns its website, player, software, database structure, visual-experience system, layouts, branding, analytics, compilation choices, and original materials created independently of the licensed Content.

5. Licensor Representations and Warranties

Licensor represents and warrants that:

• Licensor owns or controls every right required to grant this Agreement
• the grant covers both the sound recording and the underlying musical composition, including lyrics, or Exhibit A clearly identifies any excluded or separately controlled rights
• all co-writers, publishers, labels, producers, performers, featured artists, session musicians, managers, estates, unions, photographers, videographers, designers, and other rightsholders have granted every required permission
• all samples, interpolations, beats, loops, stock assets, cover-song rights, footage, locations, trademarks, and third-party materials are fully cleared for the licensed uses
• no existing agreement, lien, restriction, exclusivity commitment, distribution arrangement, or ownership dispute conflicts with this Agreement
• the Content and authorized use do not infringe copyright, trademark, publicity, privacy, contract, moral rights, or other rights
• all ownership, credit, split, contact, and metadata information supplied to Elettro is accurate and complete

6. Rights Records and Cooperation

Licensor will provide requested split sheets, licenses, releases, registrations, chain-of-title records, sample clearances, publisher approvals, label approvals, and other evidence. Licensor will promptly notify Elettro of any dispute, claim, ownership change, administration change, or restriction affecting the Content.

7. Compensation, Royalties, and Accounting

Unless Exhibit A states a separate written compensation arrangement, this license is royalty-free as between Licensor and Elettro. Licensor remains responsible for agreements and payments involving co-owners, publishers, labels, performers, producers, managers, unions, licensors, collection societies, and other participants.

Except as expressly stated in Exhibit A or required by non-waivable law, Elettro has no duty to calculate, collect, administer, report, or distribute royalties, publishing income, neighboring-rights income, mechanical royalties, public-performance royalties, advertising revenue, merchandise revenue, or other income on Licensor’s behalf.

8. Editorial Control and No Obligation to Use

Elettro decides whether, when, where, and how Content appears. Elettro may refuse, pause, replace, edit metadata for accuracy, restrict, or remove Content. Elettro does not guarantee minimum plays, placement, promotion, audience size, revenue, advertising, reporting frequency, or continued availability.

9. Term and Removal

The Agreement begins on the Effective Date in the signature section and continues until terminated. Either party may terminate future use by written notice. Elettro will use commercially reasonable efforts to remove active Content within 30 days after a valid termination notice, subject to technical caches, backups, legal holds, previously distributed posts, third-party platform processing, and a reasonable promotional wind-down.

Termination does not affect rights and obligations arising before removal, including warranties, indemnity, payment duties, dispute provisions, or the continued archival retention of agreements and rights records.

10. Claims and Takedowns

Elettro may immediately disable Content in response to a rights complaint, legal demand, platform request, security issue, or ownership uncertainty. Licensor will cooperate in resolving the matter and will not direct Elettro to restore disputed Content without adequate authority.

11. Indemnification

Licensor will defend, indemnify, and hold harmless Elettro, Stashbox, Stashbox Radio, and their owners, officers, employees, contractors, service providers, sponsors, and distributors from claims, damages, losses, liabilities, settlements, judgments, penalties, costs, and reasonable attorneys’ fees arising from the Content, Licensor’s breach, ownership or payment disputes, or an allegation that authorized use infringes another party’s rights.

12. Limitation of Liability

To the fullest extent allowed by law, Elettro will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, lost revenue, lost profits, lost opportunity, lost data, third-party platform action, or reputational harm. Elettro’s aggregate liability arising from this Agreement will not exceed the amount Elettro paid directly to Licensor under Exhibit A during the 12 months before the event giving rise to liability, or one hundred U.S. dollars if no amount was paid.

13. Independent Parties

This Agreement does not create employment, partnership, joint venture, fiduciary, agency, label, publisher, manager, distributor, collection-agent, or accounting relationship. Licensor has no authority to bind Elettro.

14. Governing Law and Venue

Florida law governs this Agreement without regard to conflict-of-law rules. Exclusive venue lies in state courts located in Broward County, Florida, or the United States District Court serving Broward County. Each party consents to jurisdiction and venue there.

15. General Terms

This Agreement and Exhibit A contain the complete agreement for the covered Content unless both parties sign a later written amendment. Electronic signatures and counterparts are valid. If one provision is unenforceable, the remaining provisions remain effective. A waiver must be written and applies only to the specific instance stated. Elettro may assign this Agreement in connection with a merger, financing, reorganization, sale, or transfer of the Stashbox business. Licensor may not assign it without Elettro’s written consent, except to a successor that acquires the covered rights and assumes all obligations.