Last Updated February 22, 2025
Stuff.io Creator Portal Agreement (the "Agreement")
This Agreement is a binding contract between the individual or entity ("you" or "IP Rights Holder") accessing Stuff.io’s Creator Portal (the "Creator Portal") and Stuff.io (Book.io, Inc., dba “Stuff.io”). By using the Creator Portal, you accept and agree to the terms of this Agreement, which governs the self-publication and distribution of your digital media through Stuff.io.
1. 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 through the Creator Portal. By using the Creator Portal, 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 through the Creator Portal by the IP Rights Holder 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: The Creator Portal 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 special requests will be met.
2. Acceptance and Amendments
2.1 Agreement Acceptance
By selecting “I hereby affirm” or using the Creator Portal, you agree to this Agreement. If the IP Rights Holder is an entity, the individual accepting the Agreement represents they are authorized to bind the IP Rights Holder.
2.2 Amendments
Stuff.io may amend this Agreement, with notice provided via the Creator Portal or email. By continuing to use the Creator Portal, you agree to any updated terms. If you disagree, you must terminate using the Creator Portal and withdraw Digital Assets from further distribution by contacting Stuff.io by emailing support@book.io or submitting a support ticket within 30 days of notice.
3. 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
Author hereby grants Stuff.io a non-exclusive, worldwide, perpetual, and irrevocable license (with the right to grant sublicenses through multiple tiers) to: (a) reproduce, modify, and prepare derivative works of the Author Works in order to develop the Digital Assets (DEAs); (b) promote, market, publicly perform, publicly display, and offer for sale the DEAs via Stuff.io’s platform and other marketplaces to individuals/entities accessing Stuff.io’s marketplace and other marketplaces; (c) sell and distribute the DEAs to individuals/entities; and (d) to grant each individual/entity that purchases a DEA the ability to resell such DEA to other individuals/entities and so forth pursuant to the Terms. Each sale of a DEA from one individual/entity to another individual/entity constitutes a “Transaction.” Further, Author irrevocably waives any and all moral rights, including the right to object to any distortion, mutilation, or other modification or other derogatory action in relation to a work, whether or not such action would be prejudicial to Author’s reputation, and any similar right, existing under common or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.
4. Fees and Royalties
4.1 Setup and Service Fees
Fees for the initial setup, design, and ongoing management of Digital Assets are detailed within the Creator Portal interface and are payable according to the specified terms provided upon submission. All fees are non-refundable, including but not limited to cases where the IP Rights Holder is found to be in violation of this Agreement or if their content is removed due to non-compliance with platform policies.
4.2 Net Revenue: “Net revenue” means all fees paid for a Digital Media Asset less (a) taxes, duties, or similar charges and (b) third-party fees (including, but not limited to, the amounts that go to the Marketplace).
4.3 Royalty Structure
- Primary Royalties: IP Rights Holder receives 70% of net revenue from initial sales, and Stuff.io retains a designated share of 30%.
- Secondary Royalties: IP Rights Holder may earn royalties from resales in supported secondary marketplaces at the percentage rate of their choosing in the “Pricing” step of the Creator Portal. Stuff.io will receive 2.5% in royalties from sales on supported secondary marketplace sales. Stuff.io has no control over how or if a secondary marketplace enforces royalties.
5.1 Content Compliance
All Digital Assets submitted to the Creator Portal must comply with Stuff.io’s Explicit Content Policy and platform guidelines. You agree to monitor and maintain the accuracy of metadata and to immediately address any compliance issues by updating or withdrawing content as necessary. Any content that violates these policies, including explicit material intended for sexual gratification, may be removed or restricted at Stuff.io’s sole discretion.
5.2 Modifications
Stuff.io reserves the right to modify metadata or content presentation to align with platform standards or legal requirements. Content that does not adhere to the Explicit Content Policy may be rejected or subject to enforcement actions, including content removal, account suspension, or termination.
6 Marketing and Promotion
Stuff.io may choose to market and promote any Digital Assets on its platform, social media, other outlets, and secondary marketplaces. Marketing activities may include displaying excerpts or allowing sample views. If agreed upon between you and Stuff.io, fees may be charged for certain marketing services provided by Stuff.io, outlined in a separate document specifying the fee schedule and terms.
7. Attestation of Rights
By filling out the Creator Portal and agreeing to this Agreement, you attest that you possess all necessary legal rights, licenses, and authority to publish, distribute, and collect revenue for each Digital Asset submitted through the Creator Portal. You further affirm that no third-party rights or claims restrict or inhibit Stuff.io’s ability to distribute or monetize the Digital Assets on your behalf.
8. Confidentiality and Data Protection
Both parties agree to treat the terms of this Agreement as confidential and not disclose details to third parties except under the conditions outlined below. Notwithstanding these confidentiality obligations, either party may disclose confidential information as required by law, regulation, or a valid legal process, provided that, if legally permissible, the disclosing party gives prompt notice to the other party and takes reasonable steps to limit the scope of such disclosure. Disclosure to legal counsel or advisors is also permitted, provided they agree to maintain the confidentiality of the disclosed information in a manner consistent with this Agreement.
9. Indemnification and Liability
You agree 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 you submit through the Creator Portal, including but not limited to claims of intellectual property infringement, defamation, or violation of applicable laws; (ii) your breach of this Agreement; or (iii) any activity you engage in through the Creator Portal. You agree to promptly notify Stuff.io of any such claims and to cooperate fully in defending any claims.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS, OR CONDITIONS OF ANY KIND (EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. IP RIGHTS HOLDER ACKNOWLEDGES AND AGREES THAT NEITHER PARTY IS PROVIDING ANY LEGAL OR TAX ADVICE WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO: (A) THE TAXES WITH RESPECT TO ANY OF THE TRANSACTIONS, (B) WHETHER ANY DIGITAL ASSET IS CONSIDERED A SECURITY SUBJECT TO THE SECURITIES ACT OF 1933, THE SECURITIES EXCHANGE ACT OF 1934, OR ANY RELATED LAWS, (C) THE APPLICABILITY OF CERTAIN LAWS (MONEY TRANSMISSION AND OTHER LAWS) AND REGULATORY REGIMES (INCLUDING, BUT NOT LIMITED TO, THE EU’S PROPOSED MARKETS IN CRYPTO-ASSETS REGULATIONS). FURTHER, NEITHER PARTY WILL BE LIABLE FOR CYBERSECURITY CONCERNS, INCLUDING, BUT NOT LIMITED TO, OBTAINING A PRIVATE KEY ASSOCIATED WITH A DIGITAL ASSET AND ACCESSING, MOVING, AND SELLING SUCH DIGITAL ASSET WITHOUT IP RIGHTS HOLDER AUTHORIZATION FROM THE DIGITAL ASSET’S RIGHTFUL OWNER. Stuff.io WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Stuff.io’s ENTIRE LIABILITY TO IP RIGHTS HOLDER SHALL NOT EXCEED THE AMOUNT PAID BY Stuff.io TO IP RIGHTS HOLDER PURSUANT TO THE CREATOR PORTAL INFORMATION FROM WHICH THE DAMAGES AROSE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION SHALL REMAIN IN EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED ITS ESSENTIAL PURPOSE. Notwithstanding any other provision of this Agreement, Stuff.io is not obligated to provide any refunds for any fees made pursuant to this Agreement. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties, and neither party shall be deemed an employee, agent, or partner of the other by reason of or in connection with this Agreement or any services provided hereunder.
10. Term and Termination
Either party may terminate this Agreement as outlined herein or if a breach occurs. Upon termination, any already minted Digital Assets may remain in circulation, and royalties will continue for any ongoing transactions as defined in the applicable Creator Portal terms.
11. General Legal Provisions
This Agreement is governed by Texas law, with disputes resolved in Collin County, Texas. Each party expressly consents to the exclusive personal jurisdiction and venue of the state and federal courts located in Collin County, Texas (the “Chosen Courts”) for any lawsuit arising out of or relating to this Agreement. Each party waives any claim of inconvenient forum or other challenge to venue and agrees not to bring or maintain any litigation before any tribunal other than the Chosen Courts, except in the case of a proper appeal.
12. Additional Provisions
12.1 Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to events beyond its reasonable control, including (but not limited to) natural disasters, major internet outages, acts of government, or similar events. In the event of a force majeure occurrence, the affected party shall promptly notify the other party, and the performance of the affected obligations shall be suspended for the duration of the event.
12.2 Severability
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the remaining provisions, which shall continue in full force and effect.