LICENCE OFFER AGREEMENT

This Licence Agreement (the "Agreement") is entered into between Lucebra LLC, established and registered under the laws of the United States of America, located at 8 The Green, Suite 7652, Dover, DE 19901, USA (hereinafter referred to as the "Licensee") and You (hereinafter referred to as the "Licensor"). Collectively, these entities are referred to as the "Parties."

WHEREAS:

1. The Licensor, whether an individual or a legal entity represented by its authorized representative, holds the exclusive rights (copyright) to the Title or has the right to use the Title and to grant such rights to the Licensee.
2. The Licensor intends to grant the Licensee the right to use the Title under the terms and conditions set forth herein.
3. The Licensee may post the Title on its Web Resources at its discretion or refuse to do so without notifying the Licensor of the reasons.

The Parties hereby agree to the following terms:

A. Acceptance of Terms:

The Licensor fully and unconditionally accepts the terms and conditions of this Agreement by:

• Confirming they have read, understood, and agree to the Agreement.
• Completing the registration process and providing the Titles for posting.

By doing so, the Licensor commits to adhering to all obligations under this Agreement and takes full responsibility for complying with applicable laws, including intellectual property laws.

B. Licensee Obligations:

The Licensee, by making this Agreement available to the public, assumes all obligations outlined herein.

C. Validity and Evidence:

This Agreement serves as proper evidence of the rights and obligations between the Parties, does not prejudice any Party's rights, and is not grounds for invalidity.

Definitions:

• Titles: Protected intellectual property including literary works, artworks, and related content
• Artworks: Covers, illustrations, photographs, and other images
• Authors: Creators of the Titles, including translators and compilers
• Catalog: List of all Titles used by the Licensee
• Title Index Card: Information about the Title posted on Web Resources
• Author Card: Information about the Author posted on Web Resources
• Computer: Any device capable of recording, storing, reproducing, and viewing Titles
• Users: Individuals or entities granted access to the Titles on Web Resources
• Web Resources: Websites, Mobile Applications, and other digital platforms owned or managed by the Licensee

1. Grant of Rights:

1.1 The Licensor grants the Licensee the right to:

• Reproduce each Title in any format for various purposes including reviewing, posting, creating backups, and other legitimate uses
• Disseminate the Titles in digital form via Web Resources, allowing access and reproduction by Users
• Distribute printed or tangible copies of the Titles without limitations
• Retain the Title Index Card and previously reproduced Titles on Licensee's servers

1.2 Types of Licenses:

• Exclusive License: The Licensor may not issue licenses to others for the granted rights
• Non-Exclusive License: The Licensor may issue licenses to others

1.3 The Licensor independently selects the type of license for each Title and can change it with effect from the next calendar month.

2. Usage Rights:

Titles can be used worldwide during the term of the Agreement. The Licensee pays fees to the Licensor based on the agreed rates and reporting periods.

3. Fees and Payment:

3.1 Basic Rate:

• 75% of amounts paid by Users for electronic texts under both exclusive and non-exclusive licenses
• 75% of amounts paid by Users for audio recordings under both exclusive and non-exclusive licenses
• 75% of the Selling Price for printed Titles under exclusive licenses

3.2 Increased Rate:

• Applicable after acceptance of the Agreement and meeting specified requirements

3.3 The Licensee submits usage statistics to the Licensor quarterly if total fees exceed USD 1000.

3.4 The Licensor can apply for fee payout if current debt to the Licensor is at least USD 1000. Payments are made within 45 banking days.

4. Licensor's Representations and Warranties:

4.1 The Licensor warrants that:

• They hold all necessary rights to the Titles
• Titles are free from plagiarism and do not infringe third-party rights
• The Titles comply with all applicable laws
• Titles provided in digital format are free from malware

4.2 The Licensor is responsible for resolving any claims from third parties regarding the Titles.

5. Licensee's Representations and Warranties:

5.1 The Licensee warrants that:

• Titles will be used in accordance with the Agreement
• Licensor's rights to the Titles will be respected

6. Liability:

6.1 The Licensee is not liable for:

• Uninterrupted operation of Web Resources
• Achieving any specific income from Titles
• Third-party misuse of the Licensor's email or Personal Account details

6.2 The Licensor indemnifies the Licensee against claims related to the Titles.

7. Confidentiality:

7.1 All information exchanged under this Agreement is confidential and cannot be disclosed without consent, except as required by law.

8. Term and Termination:

8.1 The Agreement is valid for one year and renews automatically unless terminated by either Party.

8.2 Either Party can terminate the Agreement at any time with notice.

8.3 The Licensee can unilaterally terminate the Agreement for breach or upon receiving claims regarding the Titles.

9. Amendments:

9.1 The Licensee may amend the Agreement, which becomes binding upon posting the updated version.

10. Dispute Resolution:

10.1 Disputes arising from this Agreement shall be resolved through negotiation, and if necessary, by the relevant competent court.

11. Miscellaneous:

11.1 If any provision is deemed invalid, other provisions remain in effect.

11.2 Non-exercise of any right under this Agreement does not constitute a waiver of that right.

This Agreement, as amended from time to time, constitutes the entire agreement between the Parties regarding the subject matter hereof.