Activity Author Program Licensing Agreement

Last updated October 28, 2026

An inspiring partnership

The GlueStick Activity Author Program is open to grown-ups who share our mission of inspiring the next generation of thinkers, doers, and creators.

We care about kids and we care about our valued Activity Authors. GlueStick could not exist without authors who provide high-quality, engaging content that inspires kids to keep tinkering. This Agreement spells out how we license your project tutorials, how we pay you, and what we expect from each other. You can earn in two ways: a share of the monthly Revenue Pool based on how families engage with your projects, and a referral commission when you bring new users to GlueStick. You maintain ownership of your content - GlueStick will never demand exclusivity.

This Activity Author Program Licensing Agreement (“Agreement”) is entered into as of the date Author accepts it electronically as described in Section 23 (the “Acceptance Date”), by and between GlueStick, LLC, a Minnesota limited liability company (“Company”), and the individual or entity that accepts it (“Author”). This version is effective as of October 28, 2026 (the “Effective Date”).

BACKGROUND

A) The Company maintains a website and mobile application (together, the “Platform”) that provides its users with the opportunity to access, learn from, and complete arts and crafts projects geared toward children ages 3-12.

B) Author has developed (or has the right to use) one or more projects which Author desires to license to the Company for its use on the Platform. The Company and Author now desire to establish the terms on which the Company will license such content.

C) The Company also offers Authors the opportunity to promote the Platform to their own audiences and to earn a commission on qualifying new subscriptions, on the terms in this Agreement.

AGREEMENT

Now, therefore, the parties agree as follows:

1. Licensing Matters

General Grant to the Company. Author grants to the Company a non-exclusive, worldwide license to digitally reproduce, distribute, and display all content uploaded to the Platform by or on behalf of Author, including any project text, images, and videos, as well as background information, concepts, processes/procedures, project instructions, and related methods incorporated therein, in addition to an Author’s name, bio, logo or photo, and links to Author’s website and social media accounts (together, “Profile Information”) in the Author’s “Platform Profile” (collectively, the “Content”), in exchange for the compensation described in this Agreement.

a) Rights and Ownership. Author retains all copyright and ownership of the Content, subject to the license in this Section 1. The Company may not assign, sublicense, or transfer Content without prior written consent from Author, except as outlined in Section 8 (Business Transition).

b) Company Use of Content. The Company may use the Content (with appropriate attribution per Section 1(c)) for any purpose reasonably related to its provision or promotion of services to users of the Platform, whether on the Platform itself or in Company promotional material, including social media, print marketing, investor and competition pitch decks, and commercial advertisements. The Company may use Author’s name and logo to attribute Content to Author. The Company will not use Author’s likeness, including any photo of Author, in commercial advertising without Author’s permission.

c) Attribution. The Company will credit Author as the original creator of the Content within the Platform by linking to Author’s Platform Profile. Subject to the Content Quality Standards (defined at https://gluestick.app/content-standards), the Platform Profile will allow Author to link to Author’s website and/or social media accounts. Author is responsible for maintaining the accuracy of the Platform Profile. Company may also directly attribute social media content to Author by “tagging” Author’s related accounts. The Company may review the Platform Profile and Profile Information at any time. The Company may (i) correct typographical, spelling, formatting, and broken-link errors without notice, and (ii) remove, hide, or disable any Profile Information or link that it reasonably determines does not comply with the Content Quality Standards, applicable law, or the Company’s other policies. The Company will not rewrite Profile Information in a way that changes its meaning. The Company will notify Author by email if Profile Information is removed or hidden, and Author may submit a corrected version for review. Author is responsible for the pages that Author’s links lead to. Content remains attributed to Author even if part or all of the Platform Profile is hidden. The license in Section 1 includes use of Author’s name and logo for attribution on the Platform and in Company promotional material and social media.

d) Platform-Specific Modifications. The Company may, without Author’s consent, make minor modifications to the Content to target it to an elementary reading level, optimize it for different 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 grants Author a non-exclusive, non-transferable, revocable, limited license to use the Company’s name and logos solely to advertise the Platform and drive traffic to it from Author’s users, customers, readers, or other audiences. All marketing or advertising that uses the Company’s name or logos must (i) abide by the Content Quality Standards, (ii) comply with Sections 3(g) and 3(h), and (iii) include any disclosures required by law or by the platform on which it is published. The Company may require, in its sole discretion, that any material using its name or logos be taken down. The Company, together with its suppliers and authors, retains ownership of the Platform, name, trade dress, and related systems, including all intellectual property rights in them. The only rights granted to Author under this Agreement are those expressly stated in it. Sharing a Referral Link as permitted by Section 3 is an authorized promotion of the Platform and is not a use of Author’s copyright in the Content.

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

2. Revenue Program Participation

a) Program Background and Revenue Pool. In exchange for the license granted in Section 1, Author is eligible to participate in the GlueStick Activity Author Revenue Sharing Program (the “Revenue Program”). For each calendar month (each a “Payout Period”), the Company allocates 30% of Net Subscription Revenue for that Payout Period (the “Revenue Pool”) to a collective fund for all Activity Authors, including Author. “Net Subscription Revenue” means the subscription revenue the Company receives for a Payout Period from all sales channels, net of subscription processing fees, store commissions,refunds,and sales or similar taxes, as recorded by the Company when it closes the Payout Period. If Net Subscription Revenue for a Payout Period is zero, the Revenue Pool for that period is zero. Referral Commissions under Section 3 do not reduce the Revenue Pool, and a subscriber’s first charge counts toward Net Subscription Revenue whether or not that subscriber was referred.

b) Revenue Sharing. The Company divides each Revenue Pool among Activity Authors in proportion to the engagement credited to their Content during the Payout Period, measured by engagement metrics (“Engagement Metrics”). Engagement Metrics are categories of activity by signed-in users, such as: (i) qualifying views of a project; (ii) a user saving a finished project; (iii) positive ratings; (iv) favorites; (v) shares; (vi) project starts; and (vii) sign-ups that begin from a project page. The Company assigns a weight to each category, and weights differ between categories. The following do not earn credit: activity by Author or Company personnel; views and other activity by guests who are not signed in; automated or bot traffic; activity above the Company’s rate limits; and activity the Company reasonably determines to be artificial or manipulated. Dollars are owed for a Payout Period only after the Company closes it. An Author with no credited engagement in a Payout Period receives nothing from that Revenue Pool. The Company may adjust Engagement Metrics and weights as provided in Section 6.

c) Legacy Multiplier. Each Author who accepted an earlier version of this Agreement before October 25, 2026 (a “Legacy Author”) will receive a 1.1x multiplier on the engagement credited to Content of that Author that was approved on the Platform before December 31, 2026 (“Legacy Content”) (the “Legacy Multiplier”). The Legacy Multiplier increases the weight of Legacy Content when the Revenue Pool is divided. It does not increase the size of the Revenue Pool. All other Content, including every project approved on or afterJanuary 1, 2027 and every project of an Author who joins after October 26, 2026, receives standard weighting. The Legacy Multiplier does not transfer to Content that is removed at Author’s request and later submitted again, or to any new or substantially similar Content. The Company may modify or end the Legacy Multiplier under Section 6.

d) Bonus Programs. The Company may offer temporary bonus multipliers or other incentives for Content in certain themes, categories, or periods (for example, a seasonal bonus before a holiday). The terms of each bonus will be communicated in writing. A bonus applies only to Content that (i) is original to Author, (ii) is first submitted to the Platform during the bonus period, (iii) is not a duplicate of, or substantially similar to, other Content on the Platform, whether Author’s or anyone else’s, and (iv) has not previously been rejected, revoked, or removed and then resubmitted or restored. Restoring Content does not make it new Content. The Company decides eligibility in its sole discretion and may limit the number of bonus-eligible submissions per Author. The Company may withhold or reverse a bonus on Content submitted to take advantage of a promotion through volume, duplication, or minimal effort.

e) Affiliate Links. As of the Effective Date, the Company does not operate a program that pays Authors a share of affiliate or similar commission revenue, and no such compensation is owed under this Agreement. The Company may establish such a program in the future by written supplement or notice under Section 6, and may embed affiliate links in Content. Author may not submit Content that includes Author’s own affiliate links unless the Company approves in writing (and subject to a revenue-sharing arrangement acceptable to the Company). A Referral Commission under Section 3 is not affiliate revenue.

3. Referral Program

a) Referral Link; Active Author. Each Active Author may receive a personal link through the Author dashboard (the “Referral Link”). “Active Author” means an Author who has accepted this Agreement, has at least one approved project on the platform, has been approved by the Company to participate in the Referral Program, and has not been suspended or terminated. The Company may change the form of the Referral Link and the page it opens. The Company does not promise that any referral will occur.

b) Attribution. When a person opens an Active Author’s Referral Link, the Company may remember that Author for 24 hours (the “Attribution Window”) using cookies or similar technology. The Company will not remember an Author if the visitor is already logged in to a paid account, the link is unknown, or the Author is not Active. If a person opens more than one Author’s Referral Link in the Attribution Window, the first Author’s link is the one remembered, and a later link does not replace it. A new household account created from a sign-up that starts within the Attribution Window is attached to that Author until the household’s first purchase is decided. The Company’s attribution records are conclusive absent manifest error.

c) Qualifying Referral. A commission is owed for a household (a “Qualifying Referral”) only if all of the following are true:

• i) the household account was created as described in Section 3(b);
• ii) the household pays for its first Platform subscription with a successful charge greater than $0 through the Company’s website;
• iii) the Author is an Active Author when that charge succeeds;
• iv) neither the household nor the email address used to create it had an earlier paid Platform subscription;
• v) the household is not Author’s own household and is not otherwise controlled by or affiliated with Author; and
• vi) the referral has not been refused or reversed under Section 3(i).

If any condition is not met when the first charge succeeds, no commission is owed for that household, and a later charge by it does not become the referral. If Author is Active again before any charge, that first charge can still qualify. A charge of $0 is not a purchase. A free trial canceled before any charge greater than $0 earns nothing. An existing household that opens a Referral Link and later subscribes is not a referral. Gift subscriptions, subscriptions purchased through an app store, and subscriptions bought outside a Referral Link are not part of the Referral Program.

d) Commission Rate and Commission Base. For each Qualifying Referral, the Company will pay Author a commission (a “Referral Commission”) equal to 20% of the Commission Base, or 30% if Author is approved for the Founders Program when the first charge succeeds. The “Commission Base” is the subscription amount actually collected on the first successful charge, after discounts and before sales or similar taxes, with no deduction for processing fees. The rate applied is the rate in effect when the first charge succeeds, and it is fixed at that moment. A later change to the rate or to Author’s Founders Program status does not change a commission already recorded. A Referral Commission is owed once per household, on that first successful charge only. Renewals, plan changes, added household members, and later charges earn nothing.

e) Founders Program. The Company may approve Authors for the Founders Program at its discretion. Founders Program Authors may view their membership status in the Author Dashboard. Only the Company may grant or remove Founders Program approval. The Company may remove it at any time, and removal applies only to first charges that succeed afterward. Approval is personal to Author, is not transferable, and does not create a right to continued approval or to any other benefit.

f) Separate Compensation. A Referral Commission is compensation for promoting the Platform. It is separate from, and is not payment for, the license of Content. It does not reduce the Revenue Pool or any Author’s share of it, does not depend on engagement, and is not increased by the Legacy Multiplier or any bonus. Rejection, revocation, or removal of Content does not cancel a Referral Commission already earned.

g) Promotion Requirements. Whenever Author shares a Referral Link or promotes the Platform, Author must:

• i) clearly and conspicuously disclose, next to the link and in a way suited to the medium (spoken near the start for audio or video, not only in a description), that Author may earn a commission if someone subscribes through it;
• ii) comply with the Federal Trade Commission’s Endorsement Guides (16 C.F.R. Part 255) and the rules of the platform on which Author posts; and
• iii) make only truthful statements about the Platform that are consistent with the Company’s published information.

Author is responsible for these disclosures. A reminder in the Author dashboard is a convenience and does not create or replace Author’s obligations.

h) Prohibited Conduct. Author must not: (i) make false or misleading claims, including about price, trials, discounts, features, or Company endorsement; (ii) send spam or unsolicited bulk messages, or otherwise violate anti-spam law; (iii) bid on, buy, or register keywords, domain names, or social handles that include or are confusingly similar to GlueStick’s name or marks; (iv) direct promotion at children under 13 or collect personal information from them; (v) offer cash, rewards, rebates, or reimbursements to induce sign-ups; (vi) sign up or buy for Author, Author’s household, or any account under Author’s control, or arrange purchases to earn a commission; (vii) create duplicate or fake accounts or use false information; (viii) use cookie stuffing, forced clicks, or automated or deceptive means to cause a Referral Link to be remembered; (ix) imply that Author is the Company or speaks for it; or (x) run paid advertisements that send traffic directly to a Referral Link without the Company’s prior written approval.

i) Refusal and Reversal. The Company may refuse, withhold, or reverse any referral or Referral Commission that it reasonably determines to be self-dealing, duplicated, fraudulent, in breach of Section 3(g) or 3(h), or not a genuine new subscriber. The Company may recoup an amount already paid by offsetting it against future payments or by other lawful means. The Company will show Author the resulting counts and dollar amounts and is not required to disclose the private details of its reasons.

j) Refunds and Chargebacks. The Company reserves the right to reduce, reverse, or correct any Referral Commission that has not yet been paid, and any future Referral Commission, if the underlying charge is refunded in whole or in part, disputed, or charged back. The Company may offset any reduction against Author’s future payments.

k) When Author Stops Being Active. If Author stops being an Active Author for any reason, new households stop attaching to Author’s Referral Link. A household already attached earns a commission only if Author is an Active Author when its first charge succeeds, except as stated in Section 3(c). Referral Commissions already earned remain payable under Section 4, subject to Sections 3(i), 4(h), and 7(a).

l) Changes to Referral Program Terms. The Company may change the percentages in Section 3(d) and other Referral Program terms on at least 30 days’ written notice under Section 6. A change applies only to households whose accounts are created after the change takes effect. A Referral Commission already recorded is never repriced. Author may terminate without penalty during the notice period as provided in Section 6.

4. Payments, Reporting, and Taxes

a) Closing a Payout Period. The Company calculates earnings by calendar month (America/Chicago time). After a Payout Period ends, the Company closes it at a time it determines. Project earnings and Referral Commissions are owed only for closed Payout Periods. A Referral Commission belongs to the Payout Period in which the first charge succeeded. Amounts shown before a Payout Period closes are estimates only. They are not owed and cannot be paid.

b) Two Balances. Closed earnings from the Revenue Program accrue in Author’s project balance. Referral Commissions accrue in Author’s referral balance. The Company pays each balance separately once that balance is at least $10 USD. The two balances are not added together to reach the minimum. A balance under $10 stays in that balance and keeps accumulating. Each payment contains only one type and is labeled in Stripe as “Project earnings” or “Referral earnings.” The two types may be paid on different dates.

c) Timing. After closing a Payout Period, the Company will send payments on a schedule it determines. The pay date shown in the Author dashboard is an estimate, not a commitment, and is not the date a bank deposit arrives. Stripe pays Author’s bank on the connected account’s own schedule. The Company has no fixed deadline for sending payments.

d) Payment Method and Responsibility. The Company pays through Stripe or its successor payments processor. Author must keep a Stripe account that is up to date and able to receive payments. If a transfer fails, the amount stays recorded as unpaid and the Company will retry it in a later payout run. The Company is not liable, and it is not a breach of this Agreement, for payment delays caused by incorrect or outdated Stripe account information or Author’s failure to follow Stripe’s terms.

e) Taxes. Author is solely responsible for all applicable local, state, and federal taxes and for reporting payments received under this Agreement. Except as required by law, the Company will not withhold or pay over funds to any taxing authority. Stripe generates and delivers any tax forms required by law, and Author must provide Stripe the information it requires. Project earnings and Referral Commissions are labeled separately because they may be treated differently for tax purposes. The Company does not decide how Author reports any payment, does not promise that a tax form will itemize the two types, and gives no tax advice.

f) Reporting. The Company will make available through the Author dashboard and earnings pages Author’s own engagement counts, project earnings, referral counts, Referral Commission amounts, and payment status. This information is limited to counts, dates, and dollar amounts. It does not include the name, email, household, or any other identifier of a subscriber, the size of the Revenue Pool, or any other Author’s share. Dashboard figures such as lifetime and year-to-date earnings include amounts not yet paid and are not tax figures. The Company does not provide quarterly reports.

g) Corrections. The Company may correct errors in any calculation or payment, including by adjusting future payments to recover an overpayment. Author must notify the Company of a suspected error within 90 days after the payment or statement in question.

h) Earned Amounts After Termination. Earned and unpaid amounts remain payable after this Agreement ends, subject to the $10 minimum in Section 4(b). The Company may withhold amounts it reasonably attributes to fraud, to activity it determines to be artificially inflated, or to a breach of this Agreement.

5. Content Submission and Quality Standards

a) Content Standards. Content, including Profile Information, must meet the Company’s Content Quality Standards, published at gluestick.app/content-standards, which the Company may revise from time to time. The Company may modify or reject any Content that does not meet them. The Company may review Content periodically, and approved Content that no longer meets the standards may be revoked. Revoked Content becomes Archived Content: it is removed from the public library and retained by the Company, and it may be restored only as provided in Section 7(d). The Company will notify Author by email if Author’s Content is revoked.

b) Content Submission Options. (i) Author submits Content through the Author Upload tool or another method the Company provides. The Company will continue to upload Content on behalf of Legacy Authors as provided in the earlier agreements they accepted.

(ii) The Company will make AI parsing tools available to the Author to automate the uploading of existing content, including tools provided by third parties on the Company’s behalf, to parse, format, and review it. Author may use the Company’s parsing tools only on projects Author has the right to submit. The Company’s parsing tools are optional. If Author uses them on content hosted on a website, Author is responsible for allowing the tools to access that content and represents that Author has the right to allow it. Author may instead upload Content directly. By submitting Content, Author authorizes the Company to process it with AI tools, including tools provided by third parties on the Company’s behalf, to parse, format, and review it. Author must review the parsed output for accuracy and completeness before submitting it.

c) AI-Assisted Content. Author may use AI tools to help develop Content. Author remains fully responsible for the Content. Instructions must be clear, accurate, safe, and appropriate for children, and every image must accurately depict the materials, steps, and results a child can reasonably expect. Author must not submit invented or misleading images or results. Author must have the right to use any AI output that is included in Content. The Company may require Author to disclose AI assistance, and may reject or revoke Content that does not comply with this Section.

d) No Use of Imagination Station to Create Submissions. Author may not use the Imagination Station tools, or any output from them, to create, generate, or develop any project or part of a project that Author submits as Content. The Author Upload tool and the Company’s other parsing tools may be used as described in Section 5(b). If Author violates this Section, the Company may reject or revoke the Content, withhold earnings attributable to it, and take action under Section 7.

e) Representations and Warranties. Author represents and warrants that each piece of Content: (i) is original to Author, or Author has the right to license it, and does not infringe any third party’s intellectual property rights; (ii) does not contain material that is defamatory, obscene, or otherwise unlawful, or that otherwise violates the Content Quality Standards; (iii) complies with all applicable laws and regulations, including those relating to the protection of minors; and (iv) complies with Sections 5(c) and 5(d). Additionally, all Content must adhere to the Content Quality Standards published at https://gluestick.app/content-standards.

f) Review Process. All submissions go through review for quality and uniqueness. The Company will notify Author if Content is rejected and will give specific reasons. Author may amend and resubmit rejected Content. Repeated submission of low-quality, duplicate, or substantially similar content may result in rejection, loss of bonus eligibility, or termination of this Agreement. The Company may use AI tools to assist in reviewing submissions.

g) Retention of Rights. If the Company rejects all or part of the Content, Author retains all rights and ownership of the rejected Content. The Company will not use, reproduce, or profit from rejected Content unless Author authorizes it in writing.

6. Modifications and Review Period for Changes

a) Compensation Changes. The Company may change the Revenue Pool percentage, the Referral Commission rates and rules, the Legacy Multiplier, and any bonus multiplier no more than once every 30 days, based on market conditions, Platform performance, and engagement data. The Company will give Author written notice by email to the address on file at least 30 days before a change takes effect. During that period Author may accept the new terms or terminate this Agreement without penalty. Continued participation after the notice period is considered acceptance.

b) Other Changes. The Company may change the Engagement Metric categories and weights, the Content Quality Standards, and other operational details of the Revenue Program and Referral Program prospectively, on notice posted in the Author dashboard or sent by email. A change takes effect on the date stated in the notice.

c) No Retroactive Change. No change under this Section applies to a Payout Period the Company has already closed or to a Referral Commission already recorded.

7. Term, Termination, and Content Removal

This Agreement remains in effect until terminated by either party under this Section 7.

a) Company Termination or Suspension. The Company may immediately terminate this Agreement, or suspend Author’s participation in either program, if it reasonably suspects that Author: (i) has engaged in bad-faith activity to artificially inflate engagement metrics (for example, buying fake views or engagement) or Referral Commissions; (ii) has submitted Content for which Author does not hold sufficient intellectual property rights; (iii) has materially breached this Agreement, including Sections 1(c), 3(g), 3(h), 5(c), or 5(d); or (iv) has materially or routinely violated the Content Quality Standards or other policies applicable to Author.

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

c) Effect of Termination. When this Agreement ends, Author’s Referral Link stops attributing new households, and Author’s access to the Author dashboard may end, except as needed to view earnings, payment status, and tax information. Section 3(k) and Section 4(h) govern earned and unpaid amounts. Author’s Content shall become Archived Content upon termination. Archived Content is not publicly displayed and does not earn from the moment it is archived. Engagement credited to Content before it was archived, and amounts already earned, remain eligible for payout under Section 4. Archived Content remains in the system and is retained to ensure duplicate content is not created in the future.

d) Author Removal of Specific Content; Restore. Author may ask in writing that specific Content be removed from the Platform without terminating this Agreement as to other Content. The Company will move the content to Archived Content within 60 days. Content stops earning when it is archived, as provided in Section 7(c). The Company may keep a non-public version for compliance, legal, or administrative purposes. After removal at Author’s request, Author may not submit the same Content again as new Content, including to qualify for a bonus. Content in archived status may be restored only through the Restore function in the Author dashboard (or with the Company’s approval), and the Company may decline. Restored Content returns to review and is not public until approved. Restoring Content is not a new submission and is not eligible for a bonus under Section 2(d). Amounts already assigned to Content in a closed Payout Period stay with Author after the Content is rejected, revoked, or removed, except as provided in Sections 4(h) and 5(d).

8. Business Transition

This Agreement remains valid and enforceable if the Company is restructured or acquired (through a sale of all or substantially all of its assets or an equity sale), undergoes a merger, or becomes publicly traded. The terms of compensation, license, and other rights continue to apply to the new entity or structure, subject only to non-material changes necessary to reflect the new structure.

9. Data Ownership and Use of Analytics

The Company owns, and may retain and use for any lawful purpose, all user interaction data collected on the Platform, including attribution records created under Section 3(b). The Company may share anonymized performance data with Author to help evaluate engagement and performance. Data shared with Author is limited to counts, dates, anonymized age bands, and dollar amounts, and does not include the name, email, household, or any other identifier of a user or subscriber.

10. Child Data Privacy

Both parties acknowledge that the Company’s user base includes children under the age of 13 and their caregivers. The Company will comply with the Children’s Online Privacy Protection Act (COPPA) and similar regulations and will handle data collected from users under that age in compliance with applicable law. Author will ensure that all submitted Content is appropriate for this audience and does not encourage unsafe or inappropriate behavior for children, and will reasonably cooperate with the Company to ensure compliance with COPPA and similar or related regulations. Author’s promotion of the Platform must also comply with Section 3(h)(iv).

11. DMCA Compliance

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

12. Indemnification

Author will 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 this Agreement.

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

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

d) Author’s promotion of the Platform, including statements made, and disclosures omitted, in connection with a Referral Link.

13. Limitation of Liability

a) Excluded Damages. Neither the Company nor Author will be liable to the other for any incidental, punitive, economic, or consequential damages (including loss of profits, loss of market, loss of customer goodwill, business interruption, or punitive or exemplary damages).

b) Cap. Except for the excluded matters below, each party’s total liability arising out of or relating to this Agreement will not exceed the greater of (i) the total amounts paid and payable to Author under this Agreement in the 12 months before the claim arose, and (ii) $1000.

c) Exclusions. Sections 13(a) and 13(b) do not limit: (i) Author’s indemnification obligations under Section 12; (ii) either party’s breach of Section 16 (Confidentiality); (iii) a party’s infringement or misappropriation of the other’s intellectual property; (iv) fraud or willful misconduct; or (v) the Company’s obligation to pay earned amounts under Section 4.

d) No Guarantee of Earnings. The Company does not guarantee any level of engagement, referrals, or earnings, and provides the Platform and programs as available.

14. Force Majeure

Neither party is liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control, including natural disasters, acts of God, war, pandemics, or governmental regulations.

15. Amendment, Waiver, and Assignment

This Agreement may be amended only by (i) a written instrument signed by both parties, (ii) the notice process in Section 6, or (iii) Author’s acceptance of an updated version through the electronic process in Section 23, which the parties agree is a signed writing. No waiver of any provision is a waiver of any other provision or a continuing waiver, and no waiver of any right, power, or privilege is binding unless it is in writing and signed by or on behalf of the party against which it is asserted. This Agreement is binding on and benefits the parties and their respective successors and assigns. Neither party may assign this Agreement without the other’s written consent; provided, however, that the Company need not seek consent for an assignment resulting from a recapitalization, significant funding, re-incorporation, or similar change of control.

16. Confidentiality

Both parties will keep confidential any proprietary information exchanged in the course of this Agreement, including platform metrics, engagement metrics, payment details, and business strategies, and will not disclose it to any third party without the other party’s prior written consent. Confidential information does not include information that is publicly available or was known before disclosure. Author may use and disclose Author’s own engagement counts, earnings, referral counts, and payment amounts for Author’s own records and to Author’s tax preparer, accountant, attorney, and financial adviser, who must be bound to keep them confidential, and as required by law. The Company may share information with Stripe and its other service providers as needed to operate the programs.

17. 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 Author’s permission. Author acknowledges, however, that Content is uploaded to the Platform so the Company’s users can create their own projects and derivative works. Users retain ownership of their derivative works and may upload photos of them or videos of the creation process to the Platform or their own social media without attributing the original source. Nothing in this Agreement makes the Company responsible for a user’s breach of Author’s intellectual property rights.

18. Governing Law; Dispute Resolution

a) Governing Law. This Agreement, and all disputes and interpretations arising under it, are governed by the laws of the State of Minnesota, without regard to its conflict-of-law provisions.

b) Binding Arbitration. The parties will first try to resolve any dispute informally for 30 days after written notice. If it is not resolved, the dispute will be decided by binding arbitration before a single arbitrator administered by the American Arbitration Association under its Commercial Arbitration Rules, held in Hennepin County, Minnesota or by video conference. Each party may bring claims only in its individual capacity and not as a plaintiff or class member in any class, collective, or representative proceeding. Either party may bring an individual claim in small claims court, and either party may seek injunctive relief in court to protect its intellectual property or confidential information. The arbitrator may award any relief available in court, and judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys’ fees and the costs of the arbitration are shared equally unless the arbitrator or applicable law provides otherwise.

19. Severability

If any provision of this Agreement is found invalid or unenforceable to any extent, that portion will be conformed to the minimum requirements of law to the extent possible, and all other provisions remain valid and enforceable to the fullest extent permitted by law.

20. Entire Agreement; Prior Versions

This Agreement, together with any written supplement or notice under Section 6, is the entire agreement between the parties on its subject matter. It supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, oral or written, express or implied, including earlier versions of this Agreement that Author has replaced by accepting this Agreement. However: (i) Content licensed to the Company under an earlier version remains licensed under this Agreement; and (ii) amounts the Company calculated and recorded for closed Payout Periods under an earlier version remain payable as recorded, under the payment terms in Section 4.

This Agreement applies only to an Author who accepts it. An Author who accepted an earlier version and does not accept this Agreement remains subject to that earlier version, including the license of Content granted under it, and is not eligible for the Referral Program until the Author accepts this Agreement. An Author may accept this Agreement at any time. Acceptance of this Agreement does not affect Content previously licensed to the Company.

21. Remedies

Except as expressly provided in this Agreement, a party’s exercise of any right or remedy under this Agreement or applicable law is not exclusive and does not preclude any other right or remedy available to it. Each party bears its own fees and expenses unless a statute provides otherwise.

22. Eligibility; Independent Contractor

a) Eligibility. Author represents that Author: (i) is at least 18 years old and has legal capacity to enter this Agreement (or, if Author is an entity, is duly organized and the signatory is authorized); (ii) is a resident of the United States; (iii) can open and maintain a Stripe account that can receive payments from the Company; and (iv) has provided, and will keep current, accurate registration information. Author may have one Author account unless the Company approves more.

b) Independent Contractor. Author is an independent contractor. Nothing in this Agreement makes Author an employee, partner, agent, joint venturer, or franchisee of the Company, and Author has no authority to bind the Company. Author is responsible for Author’s own expenses, equipment, insurance, and taxes and is not entitled to any employee benefits.

c) No Exclusivity. This Agreement is non-exclusive. Author may license Author’s Content elsewhere, subject to this Agreement. The Company is not required to display, feature, or promote any particular Content.

23. Electronic Acceptance; Signature; Counterparts

a) How Author Accepts. Author accepts this Agreement by (i) checking the box stating that Author has read and agrees to it, (ii) typing Author’s full legal name in the signature field, and (iii) submitting the form. Author’s typed name is Author’s electronic signature and has the same effect as a handwritten signature. If Author is an entity, the person typing the name represents that they are authorized to bind it.

b) Consent to Electronic Records. Author consents to receive and sign this Agreement, and to receive notices under it, electronically, in accordance with the federal E-SIGN Act and the Minnesota Uniform Electronic Transactions Act. The Company will keep a record of the accepted version, the date and time of acceptance, Author’s typed name, and technical details of the acceptance, and will provide Author a copy on request.

c) Counterparts. This Agreement may be executed in one or more physical or electronic counterparts, all of which together are one instrument.