AUTHOR AGREEMENT
Version 1.3
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.
4.4. Promotion
Conduct. Where the Author promotes or advertises their own
course, including through referral links or promo codes, the Author
shall act lawfully and in good faith, shall not use spam, fake
accounts, artificial traffic, or misleading advertising, shall not
make false or prohibited claims (including guaranteed income,
medical, or therapeutic claims), and shall comply with the rules of
the advertising platforms used.
4.5. Content
Restrictions. The Author may not publish Materials that focus on
or promote medical treatment, diagnosis, cures, medicines, herbal or
alternative-medicine remedies, or other health-treatment topics, nor
any other categories the Company identifies as prohibited or
restricted from time to time. In addition, the Materials, including
course titles, descriptions, and lesson content, may not contain
clickable or external hyperlinks, redirects, QR codes, contact
details, or other invitations directing users off the platform,
unless expressly permitted by the Company in writing. The Company may
refuse to publish, suspend, or remove Materials that violate this
Section without explanation, as provided in Section 7.
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.
7.3. Portfolio
and Catalog Balance. To maintain the diversity, quality, and
balance of the platform’s catalog, the Company may, at its sole
discretion, establish and apply limits on the number or share of
Materials published by a single Author, including limits on the
maximum percentage that one Author’s Materials may represent in the
overall platform catalog or in a given category. The Company may
decline to publish, suspend, deprioritize, or remove from publication
new Materials of an Author that exceed such limits, without this
constituting a breach of this Agreement. Such limits may be changed
by the Company at any time.
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.luvenica.com/page/grid/5.
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 upon the
end of the paid subscription period to which the relevant
subscription payment relates, 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.
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.
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.
8.19. Single
Basis of Compensation. Compensation for any given transaction is
calculated on a single applicable basis determined by the Company’s
attribution rules. Where a sale of the Author’s own course is
attributable to the Author’s own referral link, promo code, or
other referral action, that sale is compensated at the own-course
sale rate set forth in the payout rules, and the standard author
reward shall not additionally apply to the same transaction. The
standard author reward applies only to sales that are not
attributable to the Author’s own referral activity.
8.20. Sale of the
Author’s Own Course Through the Author’s Referral. The Author
may receive a referral link, promo code, or other referral tools to
promote and sell their own course. Where a sale of the Author’s own
course is attributed to the Author under the Company’s attribution
rules, the Author is compensated at the own-course sale rate set
forth in the payout rules. No separate acceptance of the Promotion
Partner Agreement is required for the Author to promote and sell
their own course.
8.21. Anti-Abuse.
The Author may not generate artificial or fraudulent sales,
purchase their own course through their own referral link, make
purchases through affiliated persons, or otherwise manipulate
attribution to obtain the own-course sale rate or any other
compensation. The Company may cancel, withhold, reverse, or offset
any compensation obtained through such activity and may suspend or
terminate the Author’s participation.
8.22. Promotion
of Third-Party Courses (Partner Functions). The platform may
allow the Author to promote, through referral links or promo codes,
courses or products that are not the Author’s own authored course.
Such activity is governed by the Company’s Promotion Partner
Agreement (Partner Terms), available at
https://client.luvenica.com/auth/affiliate-register, which is
incorporated into this Agreement by reference. By using the referral
or partner functionality to promote courses that are not the Author’s
own, the Author accepts the Promotion Partner Agreement; no separate
signature is required. The Company records the Author’s acceptance
of the Promotion Partner Agreement at the moment the Author first
activates or uses the referral or partner functionality, including
the date and time, IP address, account data, and the version of the
Promotion Partner Agreement accepted, and such records constitute
valid and binding evidence of acceptance. Compensation for such
promotion is set forth in the partner payout rules. This does not
apply to the sale of the Author’s own course, which is governed by
Sections 8.19-8.21 above.
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
