Contract Between SUBBD and Creator

Summary.

This Contract Between SUBB and Creator (the "Agreement") outlines the terms and conditions for all interactions between a SUBB and a Creator on the SUBBD Platform.

This Agreement shall take effect during any Creator Interaction.

In the event that the terms of this Agreement conflict with any other terms agreed to between a SUBB and a Creator, the terms of this Agreement shall take precedence.

Parties.

The parties to this Agreement are the SUBB and the Creator participating in the Creator Interaction.

Neither the Company nor any Subsidiary or affiliates are a party to this Agreement or to any Creator Interaction, unless otherwise specified in this Agreement.

Interpretation.

Capitalised terms used in this Agreement have the meanings attributed to them in this Section 3.

Capitalised terms not otherwise defined in this Agreement shall have the meanings attributed to them in the Platform Terms of Service.

• "Applicable Content" means the Content associated with any particular Creator Interaction.
• "Company" means Ionix Labs International Limited, with company registration number HE458973 and registered address at Delfon 10, 1st Floor, 1101, Nicosia, Cyprus;
• "Content" means any material that has been Uploaded to SUBBD by any User. Content may include, but is not limited to, videos, photos, audio, text, and metadata, each in any file format.
• "Creator" means a User that has registered with SUBB to produce and Upload Content to SUBBD.
• "Creator Earnings" means the earnings payable to a Creator from a SUBB Payment, subject to the Platform Terms of Service.
• "Creator Interaction" means any form of communication between a SUBB and a Creator, or any granting of access to Content of a Creator to a SUBB, which includes, but is not limited to: (i) direct messages, (ii) payments for exclusive Content, or (iii) a Subscription to a Creator's Content.
• "Creator Interaction Licence" means the non-exclusive, non-transferable, non-sublicensable right granted by a Creator to a SUBB in relation to Content Uploaded by that Creator.
• "SUBB" means a User who has created an account on SUBBD and accesses Content via Creator Interactions.
• "SUBB Payment" means any payment made in consideration of a Creator Interaction.
• "FIL Fee" means the [%] of a SUBB Payment charged by SUBBD to Creators, pursuant to the Platform Terms of Service.
• "Include," "Includes," and "Including" also means "without limitation."
• "Indirect Sales Tax" means any Tax applied to a SUBB Payment via the statutory regulations of any relevant jurisdiction.
• "Paid Applicable Content" means any Content by a Creator for which a SUBB is required to make a SUBB Payment in order to access.
• "Referring User" means a User who participates in the SUBBD Referral Program.
• "SUBBD" means the AI-powered content creation platform owned and operated by the Company and accessible at https://www.subbd.com;
• "Subscription" means a SUBB's agreement to make certain recurring and automatic SUBB Payments in exchange for continual access to certain Content of a specified Creator for a specific period of time.
• "Tax" means all forms of tax imposed by applicable government agencies in any applicable jurisdiction.
• "Upload" means, in relation to the SUBBD Platform, the act of publishing, posting, typing, inputting, displaying, or otherwise sharing any form of Content or other form of material.
• "User" means any individual accessing or using the SUBBD Platform, including any Creator or SUBB. A User is also referred to as "you" or "your."

Pricing and Payment.

When a SUBB enters into a Creator Interaction, that SUBB agrees to pay all:

• applicable SUBB Payment;
• Indirect Sales Tax;
• blockchain network fees; and
• currency conversion fees.

The Company, its Subsidiaries, and any payment processor partnered with the Company is authorised to collect any payments due in accordance with Section 4.1

The Company is authorised to deduct any applicable FIL Fee, to pay Creator Earnings, and to pay any fees incurred by a Referring User.

Content Removal; No Guarantee to Content.

The Company may remove any Content at any time in its sole discretion.

In any Creator Interaction, the SUBB acknowledges that certain circumstances, including the unavailability of some or all of the SUBBD Platform or the suspension or termination of the SUBB or Creator's User accounts may result in the inaccessibility of the Applicable Content. The Company makes no guarantees to the accessibility of the Applicable Content.

Subscriptions and Renewals.

By selecting "Subscribe," you agree to:

• Start a subscription;
• Authorise automatic renewal payments;
• Accept the current rate plus applicable Taxes and fees; and
• Acknowledge no further notice of renewal will be provided.

Automatic Renewal. Subscriptions automatically renew, unless: (i) your payment method is declined; (ii) you have insufficient Digital Assets in your Wallet; (iii) the Subscription price has increased; (iv) you disable auto-renewal; (v) you close your account; or (vi) the Creator account is terminated.

Access to Relevant Content. The SUBB will gain access to the Relevant Content within 14 days of the Creator Interaction. The SUBB agrees that any statutory right to cancel the Creator Interaction under EU Directive 2011/83, or any other equivalent applicable law is therefore not applicable regarding any Creator Interaction other than a Subscription.

Cancellation. If you cancel a Subscription: (i) you retain access until the current period ends; (ii) no further payments will be taken; and (iii) no refund is provided for the current period.

Refunds. Refund requests will only be considered for: (i) technical platform failures; (ii) unauthorised transactions; or (iii) material breach by Creator. Refunds, if approved, will be issued in: (i) the original payment method where possible; (ii) SUBBD Tokens at current market value; or (iii) Platform credits.

Subscriptions and Consumer Rights. This Agreement does not affect any statutory right to a refund which a SUBB may have under EU Directive 2011/83 or any other applicable law in the SUBB's jurisdiction.

Additional Cancellation and Refund Terms. Cancellations and refunds also are subject to the Company's Terms of Service.

Content Licencing.

Creator Interaction Licence. The Creator grants to a SUBB a Creator Interaction Licence in relation to the Applicable Content of any Creator Interaction.

Limitations on Content. By engaging in a Creator Interaction, the Creator does not grant, and the SUBB does not receive, any ownership right in the Applicable Content.

Licence Expiry Terms. A Creator Interaction Licence shall automatically expire without notice to any party in the following circumstances:

• If the SUBB or the Creator closes their account;
• If the account of the SUBB or the Creator is suspended or terminated;
• If the Creator deletes the Applicable Content;
• If the Applicable Content is found to be illegal or in breach of the Platform Terms of Service;
• If the Subscription period to which the Applicable Content is provided has expired;

Obligations between Creator and SUBB in Creator Interactions.

Compliance with Platform Terms of Service. Each User shall abide by the Platform Terms of Service at all times while accessing the SUBBD Platform.

Creator Content. The Creator represents that it possess all requisite rights in any Content that it may grant Creator Interaction Licences in, is solely responsible for creating and publishing any Applicable Content, and agrees to provide Paid Applicable Content when a SUBB has made a SUBB Payment for such Applicable Content.

The SUBB acknowledges that third parties and artificial intelligence tools provided by SUBBD, including AI Personal Assistants, may assist or act in place of Creators when operating their accounts, participating in Creator Interactions, and creating Content.

Users acknowledge that Creator Interactions may contain adult material and all Users participating in a Creator Interaction warrant that they are at least 18 years old or the legal age of majority in their jurisdiction, whichever is higher, and are in compliance with all applicable laws regarding adult content access and distribution.

The SUBB agrees to make the SUBB Payment plus any additional (i) Indirect Sales Tax, (ii) blockchain network fees, (iii) Platform commission fees, and (iv) currency conversion fees required to access Paid Relevant Content.

Users acknowledge that no other party, including any other SUBB, Creator, or the Company, is responsible for (i) any lost or stolen SUBBD Tokens, (ii) transactions sent to incorrect wallet addresses, or (iii) transaction delays or failures due to blockchain network issues.

The SUBB shall not cause a chargeback in relation to any SUBB Payment unless the SUBB has determined in good faith that the Creator has not provided the Applicable Content related to such SUBB Payment.

Except in cases where the Creator has acted negligently or in willful misconduct, the SUBB assumes all risk in accessing the Relevant Content in any Creator Interaction.

Governing Law; Choice of Forum.

This agreement, including any dispute or claim arising out of this Agreement, is governed by the laws of Cyprus.

Limitation Period for Bringing Claims: Except where prohibited by applicable law, any claim or cause of action in relation to this Agreement must be filed within the earlier of one year after the date on which such claim or cause of action arose or the date on which you learned or should have learned of the facts giving rise to the cause of action, or that claim is expressly waived and cannot be brought.

In the event of any claim arising out of or in connection with this Agreement, the Company reserves the right to terminate any involved User's account to minimise the risk of potential harm to SUBBD, the Company, and other Users.

Invalidity of Terms.

Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement.