AUTHOR AGREEMENT

Version 1.0

This Author Agreement (the “Agreement”) is entered into by and between Life Long Level Up, Inc., a corporation duly organized and existing under the laws of the State of Delaware, USA, with its address at 8TH THE GREEN STE 300, DOVER, DE 19901, Delaware, United States (the “Company”), and an individual or sole proprietor registering on the Company’s platform as an author (the “Author”).

For the purposes of this Agreement, the platform, interface, personal account, publishing tools, and other user services may be provided under the Luvenica brand and/or through the Company’s affiliates, contractors, resellers, technology partners, and other persons authorized by the Company; however, the party to this Agreement and the holder of rights under it shall be Life Long Level Up, Inc.

By clicking the registration button, checking the acceptance boxes, creating an author account, uploading a course, materials, photographs, videos, audio, texts, and other content to the Company’s platform, and/or otherwise using the author functionality, the Author confirms that they have fully read this Agreement, understood its contents, and unconditionally accept its terms.

1. Subject of the Agreement

1.1. The Company provides the Author with the opportunity to register on the platform as an author and to publish educational materials, video courses, lessons, texts, presentations, audio recordings, images, descriptions, titles, covers, bonus materials, promotional materials, and other intellectual property results related to the Author’s course or other product (the “Materials”) on the platform.

1.2. The Author publishes the Materials under the terms of this Agreement, and the Company shall have the right to moderate, publish, place, promote, distribute, sell, display, technically adapt, translate, localize, and otherwise use such Materials to the extent provided in this Agreement.

1.3. The Author understands and agrees that registration on the platform, creation of an author account, uploading of Materials, and participation in the author program are permitted only upon full acceptance of this Agreement.

2. Status of the Author

2.1. The Author acts as an independent person and is not an employee, agent, representative, partner, member, shareholder, or other affiliate of the Company.

2.2. This Agreement does not create an employment relationship, mandate relationship, agency relationship, partnership, joint venture, or commercial representation relationship between the parties.

2.3. The Author is solely responsible for complying with applicable law, including tax obligations, reporting requirements, advertising requirements, licensing requirements, and other obligations arising in connection with publishing the Materials and receiving compensation.

3. Registration and Author Account

3.1. To participate in the program, the Author must complete registration in the manner established by the Company and provide true, complete, and up-to-date information about themselves.

3.2. The Author agrees to keep their registration details current and to update them promptly if they change.

3.3. The Company may, at its sole discretion, approve, reject, limit, or terminate the Author’s participation in the program, and may also restrict access to publishing new Materials without explanation, including where there are legal, commercial, reputational, technical, or other risks.

4. Representations and Warranties of the Author

4.1. The Author represents and warrants that:

• they have full legal capacity and authority to enter into this Agreement;
• all information provided to the Company is true, accurate, and current;
• the Materials are created by the Author, or the Author otherwise has all rights, licenses, permissions, consents, and other lawful grounds necessary to use them and to grant the Company the rights provided for in this Agreement;
• publication of the Materials on the platform and their use by the Company do not infringe any copyright, neighboring rights, contractual rights, personal rights, property rights, moral rights, or other rights of third parties;
• the Materials do not contain plagiarism;
• the Author has obtained all necessary consents from all persons appearing in, heard in, participating in, or otherwise present in the Materials;
• where the Materials include music, photographs, graphics, fonts, illustrations, video clips, archival materials, images, voices, performances, quotations, trademarks, or other third-party elements, the Author has obtained all necessary rights and permissions;
• publishing the Materials with the Company does not violate any obligations of the Author to third parties, including exclusivity obligations, if any;
• the Materials do not contain unlawful, misleading, discriminatory, defamatory, extremist, fraudulent, pornographic, or otherwise prohibited information;
• the Materials do not contain prohibited promises of results, including inaccurate medical, financial, investment, therapeutic, or other sensitive claims;
• the Materials do not contain malicious code, phishing links, restriction-bypass tools, or other technical threats.

4.2. Upon the Company’s request, the Author shall promptly provide documents confirming their rights to the Materials or to individual elements thereof, including licenses, releases, consents, agreements, acceptance certificates, and other supporting documents.

4.3. The Author bears full responsibility for the content of the Materials and for any third-party claims related to such Materials.

5. Rights to the Materials and License to the Company

5.1. Retention of Rights by the Author.
Unless otherwise expressly agreed by the parties separately in writing, the Author retains ownership of the Materials.

5.2. Non-Exclusive License to the Company.
The Author grants the Company a non-exclusive, worldwide, transferable, sublicensable license for the term of this Agreement, and with respect to previously completed lawful sales and access for previously paying users, for the entire period necessary to service such sales, to:

• place, store, reproduce, publicly display, distribute, publish, offer, promote, and sell the Materials on the Company’s platform and/or through its affiliates, contractors, resellers, distributors, technology partners, and platforms, including the platform under the Luvenica brand;
• use the Materials as part of subscriptions, bundles, special offers, promotions, upsells, and other commercial models of the Company;
• translate, localize, subtitle, technically adapt, reformat, resize, fragment, create previews, trailers, covers, snippets, promotional creatives, screenshots, and other derivative marketing materials based on the Materials;
• use individual parts of the Materials for advertising and marketing purposes;
• transfer the foregoing rights to affiliates, contractors, partners, resellers, service providers, and other persons to the extent necessary for the operation of the platform and the promotion, sale, and servicing of the Materials.

5.3. Non-Exclusivity.
For the avoidance of doubt, the license granted under this Agreement is non-exclusive. The Author may publish, license, and sell the same or similar Materials on other platforms, websites, and through other channels, provided that doing so does not violate the Author’s obligations to third parties.

5.4. Access for Previously Paying Users.
If the Author ceases to publish the Materials on the platform or this Agreement is terminated, the Company may continue to provide access to such Materials to users who previously lawfully purchased access to them on the platform, and may retain archival copies for backup, legal compliance, dispute resolution, recordkeeping, anti-fraud, and internal control purposes.

6. Use of the Author’s Name, Image, Voice, and Biography

6.1. The Author grants the Company a non-exclusive worldwide right to use the Author’s name, pseudonym, image, photograph, voice, biography, information about professional experience, and other elements of the Author’s identity for the purposes of publishing, promotion, advertising, marketing, sale, and distribution of the Materials and the Company’s platform.

6.2. The Company may use such elements on course pages, in promotional materials, on social media, in paid advertising, in newsletters, and in other promotional channels.

6.3. The Author confirms that no additional approval is required for specific forms of such use unless otherwise expressly agreed by the parties in writing.

7. Moderation, Publication, and Removal

7.1. The Company may, at its sole discretion, moderate the Materials, reject them, suspend publication, remove them from publication, change the design of the course card, descriptions, titles, previews, technical display, and marketing packaging.

7.2. The Company may refuse publication of or remove the Materials without explanation, including where there is suspicion of infringement of third-party rights, user complaints, legal risks, low quality, violation of the Company’s policies, or violation of the requirements of payment, advertising, or other partners.

8. Author Compensation, Accrual, and Payouts

8.1. The Author’s compensation rates, applicable percentage rates, rules for allocating compensation across different sale types, welcome bonus terms, hold periods, payout procedures, service fees, and other terms of accrual and payment of compensation are set forth in the Company’s current payout rules available at: https://client.lifelonglevelup.com/page/author-grid/1.

8.2. Such payout rules form an integral part of this Agreement. By accepting this Agreement, the Author confirms that they have reviewed and agree to the payout rules.

8.3. Unless otherwise expressly stated by the Company, the version of the payout rules in effect on the date of the relevant sale, accrual, or other relevant event shall apply for purposes of calculating compensation.

8.4. Welcome Bonus. After the course has successfully passed moderation, the Company may credit the Author with a welcome bonus in the amount and on the terms set forth in the payout rules. Such bonus shall be reflected in the Author’s personal account and paid out in accordance with this Agreement and the payout rules.

8.5. Basis for Calculating Compensation. The Author’s compensation is calculated not from the nominal sale price, but from the amount actually received by the Company from the relevant sale after deduction of applicable costs and withholdings related to payment acceptance and processing, transaction handling, and fulfillment of the sale, including, without limitation, payment system fees, bank fees, acquiring fees, payment provider fees, mandatory taxes, charges, refunds, chargebacks, discounts, cancellations, and other similar deductions (the “Net Revenue”), unless otherwise provided by the payout rules.

8.6. Accrual of Compensation for Course Sales. If the Author’s course is purchased separately, as part of a special offer, bundle, or in any other manner provided by the payout rules, compensation shall be accrued to the Author in the amount and according to the model set forth in the payout rules, and reflected in the Author’s personal account after the relevant sale.

8.7. Hold Period for Accrued Compensation for Course Sales. Compensation accrued in connection with the sale of a course shall be subject to a hold period of 30 (thirty) calendar days from the date of the relevant sale. During this period, such compensation may not be withdrawn.

8.8. Payout of Compensation for Course Sales. Upon expiration of the hold period, the compensation becomes available for payout.

8.9. Compensation for Subscription Access. If access to the Author’s course is provided to a user as part of a subscription, compensation shall be accrued to the Author not at the moment of the subscription sale, but one month after the date of the relevant subscription sale, and the amount of such compensation shall be determined under the payout rules and may depend, among other things, on the actual extent to which the course is consumed by users who purchased the subscription, including viewing duration or volume, share of content consumption, and other engagement metrics.

8.10. Features of the Subscription Model. For compensation accrued in connection with the use of the Author’s course as part of a subscription, an additional 30-day hold period after accrual shall not apply, unless otherwise provided by the payout rules.

8.11. Bundled and Combined Sales. If the Author’s course is sold not as a standalone product but as part of a bundle, special offer, upsell, package, or other combined sale, compensation shall be accrued to and allocated among Authors in accordance with the payout rules applicable to the relevant sale type. The Company may allocate compensation among multiple Authors if the sale includes materials from more than one Author.

8.12. Sales Through Referral, Partner, and Other Channels. If the sale of the Author’s course is made through a channel for which the payout rules provide a special calculation procedure, special rate, or special allocation model, the relevant procedure established by the payout rules shall apply.

8.13. Payout Through a Payment Provider. Compensation may be paid through a third-party payment provider or payout service, including Mellow or any other service designated by the Company.

8.14. Withdrawal Costs. All fees and costs associated with the Author’s withdrawal of funds, including payout service fees, bank fees, correspondent bank fees, payment system fees, and other financial intermediary charges, shall be borne by the Author unless the Company expressly states otherwise.

8.15. Time of Performance of the Payment Obligation. The Company’s obligation to pay compensation shall be deemed fulfilled at the moment the relevant amount is debited or transferred by the Company to the selected payment service, payout provider, or other authorized financial intermediary for further transfer to the Author.

8.16. Adjustments and Withholdings. The Company may reduce, withhold, cancel, adjust, or offset compensation accrued to the Author in the event of refunds, chargebacks, cancellations, user complaints, violations of this Agreement, suspicious activity, fraud, infringement of third-party rights, calculation errors, or any other grounds provided by this Agreement or the payout rules.

8.17. Inactive Balance and Service Fee. If compensation available for withdrawal is not withdrawn by the Author within 4 (four) months from the date it became available for payout, the Company may deduct the entire amount of such unclaimed compensation as a service fee for use of the platform, account maintenance, and payout administration. Such amount shall be deemed finally withheld and non-refundable.

8.18. Notices Regarding the Service Fee. Before deducting the service fee, the Company may, but is not obligated to, notify the Author through the personal account or by any other available means of communication.

9. Confidentiality

9.1. The Author agrees not to disclose to third parties or use outside the scope of this Agreement any confidential information of the Company that became known to them in connection with using the platform.

9.2. Confidential information includes, without limitation, internal program rules, internal metrics, non-public data on sales, users, contractors, partners, tracking, program economics, and other non-public information of the Company.

10. Liability and Indemnification

10.1. The Author agrees to defend, indemnify, and hold harmless the Company, its affiliates, directors, employees, contractors, partners, and successors from and against any claims, demands, lawsuits, fines, sanctions, costs, and damages, including reasonable attorneys’ fees, arising out of or in connection with:

• the Author’s violation of this Agreement;
• infringement of third-party rights;
• lack of necessary rights, licenses, consents, or permissions;
• inaccuracy of the Author’s representations and warranties;
• the content of the Materials.

11. Electronic Execution and Evidence of Acceptance

11.1. This Agreement may be entered into electronically.

11.2. Checking a box, clicking the registration or acceptance button, creating an account, using the dashboard, uploading the Materials, and other electronic actions by the Author shall constitute proper and legally binding evidence of the Author’s acceptance of this Agreement.

11.3. The Company may store, as evidence of the Author’s acceptance, electronic logs of actions, IP address, date and time of acceptance, the version of the Agreement, account data, technical records, and other confirmations.

12. Personal Data

12.1. The Author consents to the processing of their personal data by the Company and the services engaged by it to the extent necessary for registration, account administration, moderation, publication, compensation accrual, communication, analytics, legal compliance, and payout processing.

13. Term and Termination of the Agreement

13.1. This Agreement enters into force upon the Author’s acceptance and remains effective until terminated by either party.

13.2. The Company may terminate this Agreement at any time at its sole discretion.

13.3. The provisions regarding the license for previously completed sales, confidentiality, accrual adjustments, service fee, indemnification, electronic evidence, and dispute resolution shall survive termination of this Agreement.

14. Governing Law and Dispute Resolution

14.1. This Agreement shall be governed by the laws of the State of Delaware, USA, without regard to conflict of laws rules.

14.2. The parties shall first attempt to resolve all disputes and disagreements through good faith negotiations.

14.3. If a dispute is not resolved through negotiation, it shall be submitted to the competent court of the State of Delaware, USA.

15. Final Provisions

15.1. The Company may amend this Agreement. The new version shall enter into force upon publication on the platform unless otherwise specified by the Company.

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

15.3. This Agreement constitutes the entire agreement between the Company and the Author with respect to its subject matter and supersedes all prior discussions and arrangements relating to such subject matter, unless otherwise expressly set forth in a separate written document.

Life Long Level Up, Inc.
8TH THE GREEN STE 300, DOVER, DE 19901, Delaware, United States