LICENSE AGREEMENT

This License agreement is offer and accession agreement (hereinafter the “Agreement”) is executed BY AND BETWEEN:
MEDIACUBE WORLDWIDE LTD, a legal entity registered in accordance with the laws of Cyprus under the number HE
401840 (hereinafter referred to as the “MEDIACUBE”) and (user id 2) (referred to as the “User”)
WHEREAS:
MEDIACUBE is the copyright holder and owner of the MC Pay platform, as well as other services related to it, and provides
assistance in the monetization of intellectual property objects.
The user is the creator or copyright holder of various intellectual property objects.
In consideration of the mutual covenants and agreements contained in this Agreement, it is hereby agreed as follows:
1. INTERPRETATION
In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following
meanings:
1.1. MC Pay is a mobile app and/or service located at: [Link]
License Fee – represents the User’s remuneration (Income) paid by Mediacube for the use of the User’s Content,
calculated in accordance with the license agreements between the User and Mediacube.
1.2. All other terms in this Agreement are used in the meaning specified in the agreement posted at:
[Link] (“Terms”)
2. LICENSE
2.1. The User grants MEDIACUBE the rights to use the Content under the terms of an exclusive license for the entire
duration of this Agreement in the territory of countries around the world.
2.2. The rights under the Agreement are granted for use exclusively on the YouTube platform (Platform).
2.3. MEDIACUBE has the right to grant the rights to the Content by sublicense Google Inc. and its affiliates.
2.4. MEDIACUBE pays the User a license fee in accordance with the Agreement.
2.5. MEDIACUBE, in accordance with the rules of the Platform, has the right to use the Content in the following ways:
- copying, storage, inclusion in databases;
- modification, creation of fragments, framing, creation of new individual works from fragments of content;
- conversion to any electronic format;
- providing and making available to the public, public display, providing the User with the opportunity to view/listen to
Content interactively at their request from anywhere and at any time;
- translation of Content into any languages of the world, duplication, dubbing, subtitling of Content in any languages of the
world and further use of such Content in the ways provided for by this Agreement; real-time broadcast (online broadcast);
- providing the ability to upload/download Content;
- analysis and creation of algorithms, formation of statistical data based on Content;
- advertising and announcing access to User Content, including using content owned by the MEDIACUBE, as well as
advertising and announcing content owned by the MEDIACUBE, using User Content solely for the purpose of traffic
exchange; using advertising materials in conjunction with Content, including the use of Sponsored Streaming;
- use of Content in a paid subscription;
- placement of the MEDIACUBE logo when using Content in order to inform Users about the MEDIACUBE;
- use of the Content in the ways described in the Terms of Use of the Platform (including in combination with other
content);
- prohibition or permission to use the Content in whole or in part to third parties, including the prohibition to use the Content
in the ways provided for in this Agreement.
2.6. The granting of rights, payment of remuneration, as well as the procedure for the execution of the Agreement are also
regulated by the agreement specified in cl. 1.2.
2.7. The User understands and agrees that all rights granted by MEDIACUBE are necessary for further monetization.
MEDIACUBE undertakes not to use the rights except for the purposes of monetization on the YouTube platform.
2.8. The User grants Mediacube the right to use the licensed Content for the purpose of training, developing, and improving
artificial intelligence (AI) models, including but not limited to machine learning algorithms, natural language processing
systems, and other AI-based technologies.
3. GUARANTEES
3.1. The User guarantees that they have copyright and related rights to the Content, and that the rights transferred in
accordance with clause 2 of this Agreement are free from claims of third parties.
3.2. The User guarantees that they have obtained all necessary consents and permissions regarding personal data,
including but not limited to:
- Consent from all individuals featured in the Content for its use, distribution, and monetization under this Agreement.
- In cases where minors appear in the Content, consent from their parents or legal guardians has been duly obtained in
accordance with applicable laws.
The User guarantees its compliance with all applicable data protection laws and regulations, including but not limited to
GDPR, CCPA, or any other relevant legislation based on the User’s jurisdiction.
3.3. The User guarantees that they are of legal age sufficient to enter into this Agreement and they do abide by all
applicable laws and regulations concerning age restrictions, including but not limited to the legislation of their country of
residence.
3.4. The User guarantees that they will not assign or otherwise transfer their obligations under this Agreement, including
through the sale or transfer of their YouTube channel, without prior written consent from MEDIACUBE. Any unauthorized
assignment shall be considered a material breach of this Agreement, entitling MEDIACUBE to claim damages and
terminate this Agreement immediately. If the User fails to notify MEDIACUBE of the change of ownership over a YouTube
Channel, they shall indemnify MEDIACUBE from any legal claims, disputes, or liabilities from the new owner of the Content.
3.5. MEDIACUBE guarantees that the rights transferred to it in accordance with clause 2 will be used only within the
framework of this Agreement.
3.6. MEDIACUBE guarantees that when using the Content, its distortions or other actions capable of harming the User will
not be allowed.
3.7. The Parties acknowledge that they enter into this Agreement relying on the unconditional validity and truthfulness of
the guarantees given in this section.
4. RIGHTS AND OBLIGATIONS
4.1. MEDIACUBE
4.1.1. the right to make changes to the terms of the Agreement unilaterally and post a new version of the Agreement in the
Personal Account. The User undertakes to monitor such changes independently.
4.1.2. it is not entitled to make changes to clauses 5.5, 5.6 and 8.1 of the Agreement without the consent of the User.
4.1.3. has the right to terminate the Agreement unilaterally by notifying the User. The date of termination will be the date of
receipt of the notification.
4.1.4. is obliged to provide technical and informational support of the User.
4.2. User
4.2.1. Bears the rights and performs the duties in accordance with the agreement specified in clause 1.2.
4.2.2. Has the right to terminate the Agreement by sending a notification 30 days before the date of termination.
5. CONSIDERATION
5.1. Payments are made in US dollars. The Currency of the Agreement is US Dollars.
5.2. MEDIACUBE pays remuneration to the User by crediting it to the User's account in MC Pay.
5.3. In order to pay the remuneration, the User must register with MC Pay.
5.4. After registering using MC Pay in the Personal Account User with the help of the Profile Balance, gets access to
tracking the amounts of remuneration.
5.5. Link to the YouTube channel in respect of which Income is generated:
[Link]
5.6. MEDIACUBE credits to the Profile Balance:
5.6.1. 0% of Ads Revenue;
5.6.2. 0% of YouTube Premium revenue;
5.6.3. 0% of Ads Claimed Views revenue;
5.6.4. 0% of YouTube Premium Claimed Views revenue;
5.6.5. 0% of Sponsorships;
5.6.6. 0% of Superchat;
5.6.7. 0% of YouTube Shorts;
5.6.8. 0% of Other YouTube Revenue as set out in clause 5.11;
5.7. Remuneration is calculated solely on the basis of the Platform's reporting and (or) on the basis of concluded
MEDIACUBE contracts with third parties.
5.8. The terms of crediting are specified in the Personal Account and depend on the tariff chosen by the User, but no later
than the last day of the month following the reporting one.
5.9. Payment of Income to the User is made by clicking the button in the Personal Account of MC Pay called "Withdraw"
within 10 (ten) banking days.
5.10. All expenses related to bank transfer (bank commissions for transfer, conversion, etc.), as well as expenses incurred
by MEDIACUBE as a result of making a transfer using electronic payment systems, fees, taxes are deducted from the
User's remuneration. All taxes established by the legislation of User registration are paid by the User in the state of his
registration independently.
5.11. Other YouTube Revenue could include YouTube Shorts Revenue Fund, YouTube Shorts Bonus, YouTube Product
Tagging Revenue and any other income from YouTube, which are not specified above.
6. MISCELLANEOUS
6.1. Notices
Any notification pursuant to the present Agreement shall be delivered by registered courier, fax or email and shall be
deemed as dispatched on the date actually received.
6.2. Confidentiality
The Parties shall keep strict confidence on financial, commercial and other kind of information received from each other
further to the execution hereof and shall take all necessary precautions to avoid divulgence of the obtained information, it
being understood that such information may be disclosed to the tax and other competent authorities of the relevant
countries for the Parties, as well as to their professional legal advisers and accountants.
6.3. Severability
The unenforceability or invalidity of any clause, sub-clause, section or provision of this Agreement shall not affect the
enforceability or validity of the rest of this Agreement.
6.4. Part of the Agreement
The User Agreement located at the address indicated below is an integral part of the Agreement and everything that is not
regulated by the Agreement is governed by the User Agreement. Link: [Link]
6.5. New conditions
This Agreement is a complete and exhaustive document regulating the relations of the Parties on the issues of Content
monetization. From the moment of acceptance of this Agreement, all previous oral and written Agreements between the
Parties are deemed invalid and/or terminated (including any public offers, additional agreements and other agreements
related to the provision of services to the User). Using MC Pay means that the User agrees to all the terms of the
Agreement. The current version of this Agreement is posted in the User's Personal Account.
7. GOVERNING LAW
7.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus.
7.2. All disputes are subject to consideration at the location of MEDIACUBE.
8. DURATION
8.1. The Agreement comes into force from the moment of User acceptance and is valid for 1 (one) month.
If the User does not notify MEDIACUBE of its intention to terminate the Agreement 30 days before its expiration date, it will
be extended for the next 2 month under the same conditions.
IN WITNESS WHEREOF, the User accepted the terms of the Agreement on the date specified above.
Date of accession - 2019/02/20