Independent Creator Agreement

Article 1: Definitions

Agreement: This Independent Creator Agreement and incorporated documents under Section 2.3.

Account: The Creator account through which Content and Collectibles are uploaded, managed, and monetized.

Augmented Elements: Sound effects, presets, animations, templates, or other non-artistic assets made available by Readality.

Community Guidelines: Readality community and uploading policies, as amended from time to time.

Content: Digital creative works, including comics, graphic novels, webtoons, chapters, episodes, promotional materials, and their permitted augmented integrations.

Collectible: An individually offered digital item identified as a collectible on the Platform, for which the Creator holds all rights required to authorize its sale and the associated User license. A Collectible is distinct from subscription reading access.

Eligible Content: Content accepted and made available through Indieverse to subscribed Users.

Feedback: Suggestions, ideas, comments, bug reports, or other feedback regarding Readality's services, excluding Content.

Generative AI Content: Images, panels, pages, character designs, text, or narrative elements produced wholly or predominantly by generative AI rather than human authorship.

Indieverse: Readality's subscription-based service for access to participating independent creators' Eligible Content.

Subscription Fee: Amount actually charged for a paid Indieverse subscription for the relevant billing period, excluding sales taxes.

Gross Transaction Revenue: Amount paid and retained in respect of a subscription billing period or an individual Collectible purchase, excluding sales taxes and after refunds, chargebacks, reversals and discounts; before Third-Party Platform Fees.

Third-Party Platform Fees: Actual commissions or mandatory transaction-based fees charged by a Third-Party Platform for the relevant transaction; not Readality overhead or discretionary operating expenses.

Net Revenue: Gross Transaction Revenue less actual applicable Third-Party Platform Fees for the same transaction, but not less than zero.

Creator Revenue Share: Fifty percent (50%) of Net Revenue, allocated as provided in Article 6.

Qualifying Reading Activity: Verified, legitimate engagement with Eligible Content during a subscriber's billing period, calculated under Section 6.4.

Platform: The Readality application, its XR/VR/AR ecosystem, and associated publishing and transaction tools.

Third-Party Platforms: Third-party app stores, payment processors, and distribution services, including Meta, Apple, and Google.

User: An end user accessing, subscribing to, buying, or reading content or collectibles through the Platform.

Article 2: Purpose, Acceptance, and Incorporated Documents

2.1. Purpose

This Agreement governs the relationship between Readality Publishing and the Creator regarding the non-exclusive distribution and monetization of Content through Indieverse, individually sold Collectibles, and use of the Platform's publishing tools.

2.2. Acceptance

Acceptance occurs when the Creator checks the applicable acceptance box, clicks an affirmative consent button, or uploads or publishes Content after being presented with this Agreement. A Creator who does not agree may not use the publishing tools. Readality retains the accepted version and the acceptance timestamp.

2.3. Incorporated Documents; Order of Precedence

The Community Guidelines and any expressly accepted program-specific terms are incorporated by reference. The Creator acknowledges the Readality Privacy Policy. If an incorporated document conflicts with this Agreement regarding Creator remuneration or licensing, this Agreement controls. These documents are made accessible to the Creator at the time of acceptance.

2.4. Amendments

Readality may amend this Agreement by publishing a revised version and notifying the Creator by email or Platform notification at least thirty (30) days before changes materially affecting Creator rights, the Section 6 revenue share, allocation method, or pricing framework take effect. Continued use after the effective date constitutes acceptance to the extent permitted by law. The Creator may withdraw Content under Section 4.6 if they disagree. No change retroactively reduces earned amounts attributable to earlier billing periods or completed Collectible purchases.

Article 3: Eligibility and Account

3.1. Minimum Age

The Creator must be at least eighteen (18) years old or the age of majority in their jurisdiction, whichever is higher. A minor aged fourteen (14) or older may participate only with supervision and consent of a parent or legal guardian (“Representative”) who agrees to this Agreement and is responsible for the minor's acts and omissions. Readality may request evidence of age or consent and suspend inaccurate accounts.

3.2. Account Integrity

The Creator must provide accurate information, secure credentials, prohibit unauthorized account access, and is responsible for Account activity. The Creator shall not impersonate others or misrepresent the origin of Content or Collectibles.

Article 4: License Grant and Intellectual Property

4.1. Ownership of Content; Protective Limitations

The Creator retains all copyright and neighboring rights in Content and Collectibles; no ownership is transferred to Readality. Readality may not sell, assign, or transfer ownership of the underlying works. Its modification and derivative-work rights are strictly limited to technical adaptations under Section 4.4 and promotional uses under Section 4.3.

4.2. Non-Exclusive Distribution License

While the relevant Content or Collectible is offered on the Platform, the Creator grants Readality Publishing, acting through Readality Platform, a non-exclusive, worldwide, royalty-free license (without prejudice to Creator remuneration under Article 6), sublicensable only to affiliates, hosting and service providers, and Third-Party Platforms to the extent necessary to operate the service, and transferable only with a merger, acquisition, reorganization, or sale of substantially all assets, to host, cache, store, reproduce, transmit, distribute, display and perform the works in XR/VR/AR environments; to provide subscription reading access; to list and facilitate individual Collectible transactions; and to promote the works under Section 4.3. All ungranted rights are reserved to the Creator.

4.3. Promotional and Marketing Uses

Readality may use excerpts, panels, character assets, thumbnails, and trailers to promote the works and the Platform across media and languages worldwide while the works are published. Readality need not recall or destroy promotional materials lawfully created and distributed during publication; no new promotional uses may be initiated after removal.

4.4. Technical Adaptation; Moral Rights

Readality may format, encode, compress, and technically adapt works for compatibility, performance, accessibility, and spatial display, without editorial adaptation, translation, or alteration of artistic substance. Solely to the extent legally permissible and necessary for those technical uses, the Creator grants consent or a limited waiver of moral rights, without authorizing uses prejudicial to the Creator's honour or reputation.

4.5. License to Users

An active Indieverse subscriber receives a personal, non-exclusive, non-transferable, revocable license to access and read Eligible Content only during an active subscription and while the Content remains available, subject to applicable law and User terms. A User who purchases a Collectible receives the personal, non-exclusive, non-transferable digital access/use license specified at checkout; purchase transfers no underlying copyright or other ownership of the creative work. No NFT, resale, blockchain, or perpetual access right is implied unless expressly specified in the Collectible listing and applicable User terms.

4.6. License Duration and Removal

The Creator may remove Content or Collectibles from future availability or sale through the publishing interface. After effective removal, Readality may make no new sales or uses except lawful prior promotional uses, transaction administration, and existing User-access obligations expressly disclosed at sale. Subscription access to removed Content ceases upon effective removal, subject to reasonable technical delay. For previously purchased Collectibles, the Platform will provide the post-removal access period expressly disclosed at purchase, or otherwise thirty (30) days, unless applicable law requires longer; the Creator grants a limited surviving license for that period. Removal does not erase accrued Creator earnings or valid refund obligations.

4.7. Augmented Elements

Readality owns its Augmented Elements and grants a revocable, non-exclusive, non-transferable license solely for integration into Platform-published works. Such elements may not be exploited outside the Platform; the license ends upon removal of the associated work.

4.8. Feedback

The Creator grants Readality a perpetual, irrevocable, worldwide, royalty-free license to use Feedback for any purpose without compensation or attribution. Feedback excludes Content and Collectibles.

Article 5: Creator Warranties; Collaborators

5.1. Warranty of Rights

The Creator warrants that they possess all rights, licenses, consents, and permissions necessary to upload and license Content and Collectibles, that these do not infringe copyright, publicity, privacy, or other third-party rights, and that they comply with applicable law and Community Guidelines.

5.2. Collaborators and Multiple Creators

The uploading Creator warrants authority from all contributors and is responsible for allocating their remuneration under their own arrangements. Readality owes payment only to the Account holder and assumes no obligation to other contributors. To the extent permitted by applicable law, contributors and the uploading Creator are jointly and severally (solidarily) responsible for rights violations.

5.3. Human Authorship; Generative Artificial Intelligence

The Creator warrants human authorship. Generative AI may be used only for ancillary non-artistic tasks, such as spelling assistance, translation assistance, or upscaling the Creator's artwork, and not to generate substantive artwork, panels, characters, or narrative. The Creator is responsible for all tools and third-party rights. Readality does not pre-verify authorship and may remove or restrict work reasonably reported or strongly suspected of being predominantly AI-generated, without prior notice, and request sketches, layers, or production history within a reasonable deadline. Repeated or deliberate breach may result in termination; amounts may be withheld under Section 6.9.

Article 6: Monetization and Payments

6.1. Two Monetization Models

The Creator can monetize under two models:

• Indieverse Subscription: Eligible Content, including episodes and complete works, is available through a recurring subscription; Creators do not set per-episode reading prices. The introductory monthly price is $3.99 in the billing currency displayed to the User; local prices, taxes, discounts, promotions, trials, and subscription durations may vary by market and store. No Creator remuneration accrues on free trials or complimentary access without actual subscription revenue.
• Individually Sold Collectibles: Creators may list eligible Collectibles for purchase on a per-unit basis at the price approved and displayed in the Platform's publishing interface and checkout, subject to Platform pricing limits and applicable laws. A subscription does not automatically include separately sold Collectibles unless expressly indicated.

6.2. Gross and Net Revenue; Actual Fees

For each subscription payment and each Collectible purchase, Readality calculates Gross Transaction Revenue separately, net of applicable sales taxes, discounts, refunds, chargebacks, and reversals. Readality then deducts the actual applicable Third-Party Platform Fees to determine Net Revenue. No general operating, hosting, marketing, or staffing expenses may be deducted in computing Net Revenue. The assumed 30% store fee is an illustration, not a guaranteed rate; actual fees may differ.

6.3. Revenue Share; Both Models

During the beta phase, 50% of Net Revenue attributable to each paid subscription and each individual Collectible sale belongs to participating Creators, and 50% to Readality Publishing. If the Third-Party Platform Fee equals exactly 30% of Gross Transaction Revenue, each party receives 35% of Gross Transaction Revenue. Thus a $3.99 subscription with no taxes, discounts, refunds, or other adjustments yields $2.793 Net Revenue and approximately $1.3965 for Creators (rounded to $1.40). Likewise a $10.00 Collectible sold with a 30% platform fee yields $7.00 Net Revenue and $3.50 for its Creator. These examples do not override the 50%-of-actual-Net-Revenue rule. The Creator contracts solely with Readality Publishing, which bears the Readality Platform division's operating costs. Any post-beta change requires Section 2.4 notice and applies prospectively only.

6.4. User-Centric Subscription Allocation

Each paid subscriber's Creator Revenue Share is allocated separately, exclusively among Creators whose Eligible Content that subscriber has genuinely consumed during the associated billing period. For subscriber s and Creator c: Allocation(s,c) = 50% × Net Revenue(s) × [Qualifying Reading Activity(s,c) / Sum of Qualifying Reading Activity(s,all Creators)]. If the subscriber reads only one Creator, that Creator receives the full Creator Revenue Share for that subscriber. If reading is 70% attributable to Creator A and 30% to Creator B, their allocation is 70% and 30% of that subscriber's Creator Revenue Share. Activity by other subscribers does not affect this allocation. Readality shall not substitute a platform-wide pooled or pro-rata distribution method without a material amendment under Section 2.4. Reading activity may be measured using validated active reading time and/or meaningful page progression, with reasonable caps, deduplication, anti-idling, and anti-fraud checks; Readality may refine measurement techniques in good faith without changing the subscriber-centric principle. Readality shall apply the methodology consistently and may correct obvious measurement errors. If a paid subscriber generates no Qualifying Reading Activity during the billing period, no Creator is entitled to that subscriber's unallocated share; it remains with Readality. Rounding differences may be adjusted in final settlement.

6.5. Individually Sold Collectibles

Each eligible Collectible is sold separately on a per-unit basis. The Creator entitled to the sale receives 50% of Net Revenue actually attributable to that particular Collectible transaction, equivalent to 35% of Gross Transaction Revenue when the actual Third-Party Platform Fee is 30%. The subscriber-centric reading allocation does not apply to Collectible purchases. Where a Collectible is jointly created, the Account holder is solely responsible for collaborator splits under Section 5.2. Refunds, fraud, reversals, or chargebacks reduce or reverse the corresponding transaction earnings. The Collectible listing must clearly describe the digital item, access rights, any scarcity claim, and any material restrictions.

6.6. No Guarantee of Revenue

READALITY DOES NOT GUARANTEE ANY SUBSCRIBER COUNT, READING ACTIVITY, COLLECTIBLE SALES, MINIMUM REVENUE, OR OTHER FINANCIAL RESULT.

6.7. Payment Information

To receive payment the Creator shall maintain accurate name, address, payout identifiers, and tax information. Readality is not responsible for payment failures caused by incomplete or inaccurate information supplied by the Creator.

6.8. Currencies, Frequency, Threshold and Reconciliation

Subscription and Collectible transactions are recorded in their actual billing currencies. Creator balances may be converted to the payout currency using the applicable payment provider's documented exchange rate, with any conversion fees disclosed in the dashboard or payout records. Readality shall make payouts twice monthly where transaction and engagement records are available and verified, subject to a minimum threshold of $25.00 CAD or local-currency equivalent; smaller balances carry forward. Revenue may be provisionally estimated pending third-party settlement, and final earnings may be reconciled for late fees, reversals, fraud, and rounding. Readality shall provide a reasonably intelligible breakdown distinguishing Indieverse allocations from Collectible transactions, subject to privacy constraints.

6.9. Withholding and Set-Off

Readality may withhold disputed amounts for a reasonable investigation period where it reasonably suspects material breach, intellectual-property claims, artificially inflated reading activity, fraudulent Collectible transactions, or where withholding is required by law or Third-Party Platform. It may offset refunds, chargebacks, overpayments, and other sums owed under this Agreement, including Section 11.3, against future amounts, to the extent lawful.

6.10. Payment upon Account Closure

Upon termination, accrued undisputed balances of at least $10.00 CAD shall be paid on the next regular payout date following final reconciliation, notwithstanding the ordinary $25.00 threshold. Balances below $10.00 CAD shall not be paid, except where mandatory law requires otherwise. Accrued subscription allocations and Collectible earnings earned before effective removal remain payable subject to adjustments.

6.11. Taxes

The Creator is responsible for applicable income and other taxes on remuneration, tax filings, and required documentation. Readality may withhold taxes required by law and may issue required tax reporting slips where applicable; no particular tax slip is guaranteed for every jurisdiction.

Article 7: Acceptable Use

The Creator may not use the Platform unlawfully or to harm Readality, affiliates, service providers, licensors, Users, or third parties. Without limitation, the Creator may not impersonate others; share publishing credentials; scrape data; impose unreasonable infrastructure loads; interfere with systems or security; reverse engineer software except where law permits; inflate or coordinate artificial reading sessions, subscriptions, Collectible purchases, refunds, or other monetization signals; send spam or unauthorized advertising; or otherwise expose the Platform to material liability. Readality may investigate suspected misconduct and cooperate with lawful authorities. Violations may result in civil or criminal liability.

Article 8: Content Moderation

Readality may use automated and human review to moderate Content and Collectibles for breaches of this Agreement, Community Guidelines, or law, and may restrict or remove them without prior notice where reasonably necessary. Moderation does not transfer the Creator's responsibility for uploaded works to Readality. The Creator may request review through creator support. Section 5.3 applies to authorship-related removals.

Article 9: Privacy and Communications

9.1. Privacy

Readality processes personal information under its Privacy Policy and applicable privacy laws, including PIPEDA and Quebec private-sector privacy legislation, as applicable. User-centric allocation may use pseudonymous engagement records; Creator-facing reports need not disclose individual Users' identities or private reading histories.

9.2. Communications

Readality may contact the Creator regarding account matters, feedback, reported issues, changes, and programs through registered contact details or the Platform. Commercial electronic messages shall comply with applicable anti-spam laws, including CASL, with opt-out options for nonessential messages.

Article 10: Third-Party Platforms; Data and Analytics

10.1. Dependence on Third-Party Platforms

Distribution, subscriptions, Collectible purchases, payments, and availability may depend on Third-Party Platforms whose terms, fees, policies, and outages are beyond Readality's control. Readality is not responsible for third-party acts or fee changes, except for its own obligations under this Agreement.

10.2. Data and Analytics

Readality does not promise data it does not possess or control. Engagement and transaction data may be limited, aggregated, delayed, or anonymized, and certain reports depend on third-party reporting. Readality shall nonetheless calculate and reconcile Creator remuneration under Article 6 using reasonably available reliable data.

Article 11: Indemnification

11.1. Creator Indemnification

To the fullest extent permitted by law, the Creator shall defend, indemnify, and hold harmless Readality, affiliates, and their officers, directors, employees, and agents from losses, liabilities, claims, damages, expenses, reasonable legal fees, and investigation costs arising from uploaded Content or Collectibles, breach of Article 5 warranties, misuse of Augmented Elements or tools, breach of this Agreement, or violation of applicable law or third-party rights.

11.2. Procedure

Readality shall notify the Creator of indemnifiable claims within a reasonable time. Readality may assume the defense and control of a matter at its own expense, and the Creator shall cooperate reasonably.

11.3. Impact on Users in a Dispute

If a third-party claim or Creator breach requires removal of Content or a Collectible, Readality may, as legally required or in its reasonable discretion, refund affected subscription fees or Collectible purchases. The Creator's indemnification covers Readality's resulting losses to the extent attributable to the Creator's breach; Readality may recover properly attributable amounts by set-off under Section 6.9. Any subscription refund adjustment shall be allocated reasonably and not automatically charged entirely to one Creator absent a basis for attribution.

Article 12: Disclaimers and Limitation of Liability

12.1. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND TOOLS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT EXPRESS OR IMPLIED WARRANTY, INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE, ACCURACY, NON-INFRINGEMENT, CONTINUITY, SECURITY, OR ERROR-FREE OPERATION. NO ORAL OR WRITTEN STATEMENT CREATES A WARRANTY. STATUTORY WARRANTIES THAT CANNOT BE EXCLUDED REMAIN APPLICABLE.

12.2. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, READALITY AND AFFILIATES ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, OR LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES ARISING FROM THIS AGREEMENT OR PLATFORM, EVEN IF ADVISED OF THEIR POSSIBILITY. READALITY'S AGGREGATE LIABILITY IS LIMITED TO AMOUNTS PAID OR PAYABLE TO THE CREATOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

12.3. Exceptions

Nothing excludes or limits liability for bodily or moral injury, intentional or gross fault under article 1474 of the Civil Code of Quebec, or any other liability that cannot lawfully be limited.

Article 13: Term, Termination, and Suspension

13.1. Term

This Agreement continues indefinitely while the Creator uses the Platform or maintains active works.

13.2. Termination by Creator

The Creator may terminate by removing all works and deleting the Account, subject to accrued obligations and existing limited User-access rights under Section 4.6.

13.3. Termination and Suspension by Readality

Readality may terminate with reasonable notice, or without notice for material breach, infringement, fraud, or serious Community Guidelines violations. It may suspend an Account or restrict access pending investigation. Failure to enforce a right is not a waiver.

13.4. Effects; Survival

Upon termination, licenses end as specified in Section 4.6, including the limited post-removal access rights for previously sold Collectibles; accrued and undisputed earnings are reconciled under Section 6.10. Article 1, Section 4.3 concerning prior uses, Sections 4.5--4.6 to the extent necessary for existing User rights, Article 5, Sections 6.8--6.11 as needed for settlement, and Articles 11, 12, 14 and 15 survive.

Article 14: Governing Law and Dispute Resolution

14.1. Governing Law

This Agreement is governed by Quebec law and applicable federal Canadian law, subject to mandatory rules of any jurisdiction that cannot lawfully be displaced.

14.2. Amicable Resolution

A complaining Party shall send a written Notice of Dispute with identifying information, facts, and proposed resolution. Notices to Readality go to arthur.loubaresse@readality.com. The Parties shall attempt good-faith negotiation for thirty (30) days and may agree to mediation in Montreal; urgent interim relief may be sought sooner.

14.3. Jurisdiction

Subject to mandatory law, unresolved disputes shall be submitted to the competent courts of the district of Montreal, Quebec, Canada.

Article 15: General Provisions

15.1. Entire Agreement

This Agreement and incorporated documents under Section 2.3 constitute the entire agreement on this subject and supersede prior understandings.

15.2. Severability

If a provision is invalid or unenforceable, it shall be severed to the minimum extent necessary without affecting remaining provisions.

15.3. Assignment

The Creator may not assign rights or obligations without Readality's prior written consent. Readality may assign to an affiliate or with merger, acquisition, reorganization, or sale of substantially all assets if the assignee assumes the obligations.

15.4. Independent Contractors

The Parties are independent contractors; no employment, partnership, joint venture, agency, or franchise is created.

15.5. Force Majeure

Neither Party is liable for delay or failure caused by superior force under article 1470 of the Civil Code of Quebec, including government acts, disasters, labour disputes, telecommunications failures, or Third-Party Platform failures, except that already accrued payment obligations are not excused.

15.6. Language

This Agreement has been drawn up in French and in English. The French version was remitted to the Creator first, in accordance with the Charter of the French Language (Quebec). By accepting the English version, the Creator confirms that they have examined the French version and expressly wish to be bound by the English version. Cette entente a été rédigée en français et en anglais. La version française a d'abord été remise au Créateur, conformément à la Charte de la langue française. En acceptant la version anglaise, le Créateur confirme avoir pris connaissance de la version française et vouloir expressément être lié par la version anglaise. The French version is available at readality.com/creator-agreement-fr.html.

15.7. Notices and Contact

Readality may notify the Creator at the Account email or within the Platform. The Creator may contact Readality at arthur.loubaresse@readality.com or Readality Inc., 1455 Blvd. De Maisonneuve Ouest, Montreal, Quebec H3G 1M8, Attention: Legal.