1. Licensing Matters

General Grant to the Company. Activity Author hereby grants to the Company a non-exclusive, worldwide, royalty-based license to digitally reproduce, distribute, and display all content uploaded to the Platform by Author, including but not limited to any text, images, and videos, as well as background information, concepts, processes/procedures, project instructions, and related methods incorporated therein (collectively the “Content”). 

a.) Rights and Ownership. Authors shall retain all copyright and ownership of the Content, subject to the license called for in Section 1(a) above. The Company may not assign, sublicense, or transfer content without prior written consent from the Author, except as outlined in Section 6 hereof.

b.) Attribution. The Company agrees to credit the Author as the original creator of the Content within the Platform by linking to the Author’s “Platform Profile.” Subject to the Content Quality Standards (defined below), the Platform Profile will allow the Author to link to the Author’s website and/or social media accounts. The Author is responsible for maintaining the accuracy of their Platform Profile.

c.) Company Use of Content. The Company may use the Content (with appropriate attribution per Section 1(c) above) for any purpose reasonably related to its provision of services to users of the Platform, whether on the Platform itself or in Company promotional material, including but not limited to social media, print marketing, investor and competition pitch decks and commercials. The Company may format and display the Content in accordance with the Platform's user experience needs or the requirements of the Company promotional material. 

d.) Platform-Specific Modifications. The Company may, without consent of Author, make minor modifications to the Content to optimize for different access devices, ensure accessibility compliance per internal guidelines or as required by law, match GlueStick’s proprietary supply format, or for other Platform-specific purposes, provided that such modifications do not materially alter the meaning or intent of the Content.

e.) Limited Grant to Author. The Company hereby grants Author a nonexclusive, nontransferable, revocable, limited license to use the Company’s name and logos in connection with the terms and conditions of this Agreement. This license is limited to advertising and driving traffic to the Platform to Author’s users, customers, readers, or other consumers. All marketing or advertising that incorporates the Company’s name or logo(s) must (i) abide by the Content Quality Standards, and (ii) include or attach any required “affiliate marketing” or similar disclosures required by law or by the platform on which it is published.  The Company reserves the right, in its sole discretion, to require any materials incorporating its name or logos to be taken down by Author. The Company, along with its suppliers and authors, retain ownership of the Platform, name trade dress, and related systems, including all intellectual property rights thereto. The only rights granted to Author under this Agreement are those rights expressly stated in this Agreement. 

f.) Feedback. Author may, from time to time, provide the Company comments, information, opinions, or suggestions regarding the Platform or its business generally (collectively, “Feedback”).  The Company is hereby granted the right to own, use and incorporate the Feedback, without restriction, for any purpose and without compensation to Author.

2.   Revenue Program Participation.  

a.) Program Background. In exchange for the rights granted, the Company agrees that the Author shall be entitled to participate in the GlueStick Activity Author Revenue Sharing Program (the “Revenue Program”). In order to drive activity author engagement, the Company has created the Revenue Program and committed to allocating 30% of its total monthly subscription revenue (the “Revenue Pool”) to a collective fund for all activity authors, including but not limited to the Author. Note, the Company shall deduct all subscription processing fees before calculating the size of the Revenue Pool.

b.) Revenue Sharing. Payments from the Program will be distributed fairly to all activity authors based on user engagement metrics, with Author-Submitted Content receiving higher compensation than Company-Submitted Content and video content receiving slightly higher compensation than text/image-only content (See Section 3.b). Engagement Metrics may include but are not limited to: (i) Number of views; (ii) Number of users marking the project as complete; (iii) User reviews of the project; and (iv) User interactions with the project (favorites, comments, shares). However, Author acknowledges that the exact nature of these Engagement Metrics, and all other details of the Revenue Program, may be adjusted by the Company at any time, in its sole discretion. Similarly, the Company reserves the right to incentivize the creation of specific content. For example, the Company may offer a temporary revenue bonus multiplier for new Content submitted in certain themes or categories during promotional periods, such as a temporary bonus multiplier for seasonal Content created before a holiday. 

c.) Affiliate Revenue. The Company will pay to Authors an amount equal to 10% of any affiliate commission revenue generated by sales made through links embedded within the Author’s Content. Affiliate revenue is in addition to the Author’s participation in the Revenue Program.

d.) Payment Method and Schedule. Author’s earnings (both for Revenue Program payouts and payment of affiliate commission revenue) will be calculated on a quarterly basis and will be paid within 30 days of the end of each fiscal quarter; provided, however, that no payouts shall be processed for a given quarter unless such payment reaches the minimum earnings threshold of $10 USD.  The company’s fiscal quarters run from January 1 - March 31, February 1 - May 31, June 1 - August 31, and September 1 - December 31. Payments will be distributed via Stripe or the Company’s successor payments processor.

e.) Payment Responsibility. It is the Author’s responsibility to ensure that their Stripe account is up-to-date and able to receive payments. The Company shall not be held liable (and it is not a breach of this Agreement) for any payment delays caused by incorrect or outdated Stripe account information or Author’s failure to abide by Stripe’s Terms of Use.

f.) Tax Responsibility. The Author is solely responsible for all applicable local, state and federal tax obligations and reporting of payments received under this Agreement, and the Company will not withhold or pay over funds to any taxing authority in respect thereof. The Company will provide the Author with a Form 1099-MISC on an annual basis, in accordance with IRS regulations, for any payments made during the year.

g.) Reporting. The Company will provide Author with quarterly reports detailing:

i.) Author’s total engagement metrics.
ii.) Author’s share of the Revenue Pool.
iii.) Author’s total revenue to date.
iv.) Affiliate revenue, if applicable.

3.   Content Submission and Quality Standards

a.) Content Standards.  Content uploaded to the Platform must meet the Company’s Content Quality Standards, which may be revised from time-to-time in the Company’s sole discretion. The Company maintains the right to modify or reject any Content that fails to meet the Content Quality Standards. The Company may conduct periodic reviews of the Content to ensure it complies with any updated standards; any previously approved Content that fails to meet updated standards will be archived. Authors will be notified by email if any of Author’s Content has been archived.

b.) Content Submission Options.  Authors may choose one of two options for uploading Content to the Platform:

i.) Company-Submitted Content Upload: The Company may upload the Content on behalf of the Author, with or without the assistance of its proprietary artificial intelligence tools to parse the original content.

ii.) Author-Submitted Content Upload: The Author may upload Content directly to the Platform via our Author Upload tool. If the Author uploads the Content directly to the Platform, the Author will receive increased compensation relative to such Content in the form of a 1.1x bonus multiplier applied to the Author’s Revenue Share.  For the avoidance of doubt, the Author Upload tool incorporates artificial intelligence tools intended to assist us with monitoring content and maintaining compliance with the Content Quality Standards. 

c.) Representations and Warranties. The Author represents and warrants that each piece of Content:

i.) Is original to Author and does not infringe on any third-party intellectual property rights.
ii.) Does not contain any material that is defamatory, obscene, or otherwise unlawful, or which otherwise violates the Content Quality Standards.
iii.) Complies with all applicable laws and regulations, including those relating to the protection of minors.

d.) Affiliate Revenue Links. The Company shall have the right to embed affiliate revenue links within the Content. Revenue generated from these links will be shared with the Author as set forth in this Agreement. Author MAY NOT submit Content that includes their own affiliate links, unless approved in writing by the Company (and subject to a revenue sharing arrangement acceptable to the Company). 

e.) Review Process. All Content submissions shall undergo a review process to ensure it meets the Company’s requirements for quality and uniqueness. The Company shall notify the author if any Content is rejected, including specific reasons for rejection. The Author shall have the right to amend and resubmit rejected Content. Repeated submission of low-quality content may result in the termination of this Agreement.  For avoidance of doubt, the Company may utilize artificial intelligence tools intended to assist us with monitoring content and maintaining compliance with the Content Quality Standards.

f.) Retention of Rights. If the Company rejects all or any portion of the Content, the Author retains all rights and ownership of such rejected Content. The Company shall not use, reproduce, or profit from rejected Content unless authorized in writing by the Author.

4.   Modifications and Review Period for Changes to this Agreement. The Company reserves the right to modify compensation rates, bonus modifiers, and quality standards every 90 days based on market conditions, Platform performance, and engagement data. Any such changes will be communicated to the Author in writing at least 30 days before they take effect. The Author may choose to accept the new terms or terminate the Agreement without penalty within this notice period. Continued use of the platform after the 30-day notice period will constitute acceptance of the updated Agreement.

5.   Term, Termination, and Content Removal by Author.  This Agreement will remain in effect until terminated by either party, in accordance with this Section 5:

a.) Company Termination of the Agreement. The Company reserves the right to immediately terminate the Agreement if it suspects that the Author (i) has engaged in bad faith activities aimed at artificially inflating engagement metrics (e.g., purchasing fake views or engagement); (ii) has submitted Content for which it does not hold sufficient intellectual property rights; (iii) has materially breached this Agreement; or (iv) has materially or routinely violated the Content Quality Standards or other policies, procedures, or terms and conditions applicable to the Author.  

b.) For Convenience Termination of the Agreement. Either party may terminate this Agreement with 60 days’ written notice.

c.) Author Removal of Specific Content. The Author has the right to request the removal of any specific Content from the GlueStick platform without termination of this Agreement as to other Content. Upon receipt of such a request in writing, the Company will remove the Content within 60 days. Upon removal, the Author cannot resubmit the same content. GlueStick reserves the right to keep an archived, non-public version of the Content for compliance, legal, or administrative purposes.

6.   Business Transition. This Agreement shall remain valid and enforceable in the event that the Company is restructured or acquired (whether through sale of all or substantially all of its assets, or via equity sale), undergoes a merger or becomes publicly traded. The terms of compensation, license, and other rights will continue to apply to the new entity or structure (subject only to such non-material changes as necessary to reflect the new structure).

7.   Data Ownership and Use of Analytics. The Company shall own and be entitled to retain ownership of and use for any lawful purpose, all user interaction data collected on the Platform. The Company may share anonymized performance data with the Author to help evaluate engagement and performance.

8.   Child Data Privacy. Both parties acknowledge that the Company’s user base includes children under the age of 13 and their caregivers. The Company agrees to comply with the Children's Online Privacy Protection Act (COPPA) and similar regulations, ensuring that any data collected from users under this age will be handled in compliance with applicable laws. The Author shall ensure that all submitted Content is appropriate for this audience and will not encourage unsafe or inappropriate behavior for children, and will reasonably cooperate with the Company in ensuring compliance with COPPA and similar or related regulations. 

9.   DMCA Compliance. The Company agrees to comply with the Digital Millennium Copyright Act (DMCA) and will take appropriate measures to address any copyright infringement claims. The Company will notify the Author in the event such a claim is made against their Content. If an Author receives a valid takedown notice for their Content on any other platform, the Author will notify the Company and request removal of the Content within 7 days.  The Author shall notify the Company in writing of any claims of infringement related to their Content, and the Company agrees to address such claims in accordance with the DMCA procedures.

10.   Indemnification. Author agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, and employees from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of:

a.) Any breach of any provision of this Agreement.

b.) Any claim that the Content infringes on a third party’s rights.

c.) Any violation by the Author of applicable laws or regulations.

11.   Waiver of Certain Liabilities. Neither the Company nor Author will be liable to the other for any incidental, punitive, economic, or consequential damages (including, but not limited to, loss of profits, loss of market, loss of customer goodwill, business interruption, or punitive or exemplary damages).

12.   Force Majeure. Neither party shall be liable for any failure or delays to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to natural disasters, acts of God, war, pandemics, or governmental regulations.

13.   Amendment and Waiver; Assignment. This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision or a continuing waiver. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  This Agreement may not be assigned by either party without the written consent of the other party; provided, however, that the Company shall not be required to seek consent of any assignment occurring as a result of any recapitalization, significant funding, re-incorporation, or similar change of control.

14.   Confidentiality. Both parties agree to keep confidential any proprietary information exchanged in the course of this Agreement and not to disclose it to any third party without the prior written consent of the other party, including but not limited to platform metrics, engagement metrics, payment details, and business strategies. Confidential information does not include information that is publicly available or was known prior to disclosure.

15.   Ownership of Derivative Works.  The Company will take commercially reasonable steps to ensure that GlueStick Users may not copy, repurpose, resell or redistribute any Content without the permission of the Author. However, Author acknowledges that Content is uploaded to the Platform for the purpose of allowing the Company’s Users to create their own projects and derivative works. GlueStick Users retain ownership of their derivative works and may upload photos of them or videos of the creation process to the GlueStick Platform or their own social media without attributing the original source. Nothing in this Agreement shall be read to mean that the Company is responsible for the breach of Author’s intellectual property rights by a GlueStick User. 

16.   Governing Law; Venue. This Agreement, and any and all disputes or interpretations arising under it, shall be governed by and construed in accordance with the laws of the State of Minnesota (without regard to its conflict of law provisions). The parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in the State of Minnesota, Hennepin County, for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement.

17.   Severability.  If any provision of this Agreement is found to be invalid or unenforceable to any extent, then the invalid portion shall be deemed conformed to the minimum requirements of law to the extent possible.  In addition, all other provisions of this Agreement shall not be affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

18.   Waiver.  No waiver of any right, power, or privilege hereunder shall be binding upon any party unless in writing and signed by or on behalf of the Party against which the waiver is asserted.

19.   Entire Agreement.  This Agreement and the attached Appendices constitutes the entire agreement between the parties hereto and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements, and understanding, whether oral, written expressed, or implied, with respect to the subject matter hereof.

20.   Remedies.  Except as expressly provided in this Agreement, a party’s exercise of any right or remedy under this Agreement or under applicable law is not exclusive and shall not preclude such party from exercising any other right or remedy that may be available to it.  Each party shall bear its own fees and expenses unless otherwise provided by statute.

21. Counterparts.  This Agreement may be executed in one or more physical or electronic counterparts, any or all of which shall constitute one and the same instrument.