Publisher Distribution Agreement

Article 1: Definitions

Agreement: Means this Publisher Distribution Agreement, together with the documents incorporated by reference under Section 2.3.

Account: Means the publisher account opened by the Publisher on the Platform, through which the Publisher uploads, manages, and monetizes Content.

Author: Means any author, artist, or other rights holder whose work is included in the Content and who is represented by the Publisher.

Augmented Elements: Means sound effects, presets, animation effects, templates, or any other non-artistic asset made available to the Publisher by Readality through its augmentation tools.

Community Guidelines: Means Readality's community policy and uploading guidelines, as published on the Platform and amended from time to time, which set out the categories of content that are prohibited or restricted on the Platform.

Content: Means any digital work (comic book, graphic novel, webtoon, manga, etc.), its components (episodes, chapters), and promotional materials, as well as any Augmented Element integration created by the Publisher and uploaded to the Platform.

Feedback: Means any suggestion, idea, comment, bug report, or other feedback regarding the Platform or Readality's tools and services provided by the Publisher to Readality.

Generative AI Content: Means any image, panel, page, character design, text, or narrative element produced wholly or predominantly by a generative artificial intelligence system, as opposed to a work created by a human author who may have used software tools in an ancillary capacity.

Gross Purchase Price (GPP): Means the gross amount paid by a User for a purchase of Content, expressed in Tokens or their monetary equivalent, before deduction of Third-Party Platform Fees.

Net Revenue: Means the portion of the Gross Purchase Price remaining after deduction of Third-Party Platform Fees, as set out in Section 6.3.

Platform: Means the Readality application, operated by Readality Inc. through its “Readality Platform” division, as well as the XR/VR/AR ecosystem and associated publishing tools.

Third-Party Platforms: Means the third-party distribution platforms, app stores, and payment infrastructures through which the Platform is distributed and purchases are processed (including, without limitation, Meta, Apple, and Google).

Tokens: Means the virtual currency used on the Platform for purchasing Content. The value is set at 1 Token = $0.20 CAD.

User: Means any end user of the Platform who accesses, purchases, or reads Content.

Article 2: Purpose, Acceptance, and Incorporated Documents

2.1. Purpose

This Agreement governs the relationship between Readality Publishing and the Publisher regarding the distribution, monetization, and use of the Platform's tools.

2.2. Acceptance

The Publisher's acceptance of this Agreement is formalized by checking the box “I accept Readality's Publisher Policy and Community Guidelines”, by clicking any button on the Platform indicating consent, or by uploading or publishing Content on the Platform. If the Publisher does not agree to this Agreement, the Publisher may not access or use the Platform's publishing tools.

2.3. Incorporated Documents; Order of Precedence

By accepting this Agreement, the Publisher also agrees to: (i) the Community Guidelines; and (ii) any program-specific terms published by Readality that the Publisher elects to participate in (e.g., promotional or monetization programs), all of which are incorporated herein by reference and together with this Agreement constitute the entire “Agreement”. The Publisher further acknowledges having read and understood the Readality Privacy Policy. In the event of a conflict between this Agreement and any incorporated document with respect to the relationship between Readality and the Publisher, this Agreement shall control. The Publisher expressly acknowledges having been given the opportunity to read each incorporated document, which is directly accessible via hyperlink at the time of acceptance.

2.4. Amendments

Readality may make changes to the Agreement from time to time by publishing amended versions on the Platform. Readality will provide the Publisher with notice of any changes that materially affect the Publisher's rights (including any change to the revenue share set out in Section 6.3 or to the pricing structure set out in Section 6.1) by email or by notification within the Platform, no less than thirty (30) days before such changes take effect, and by updating the revision date at the top of the Agreement. The Publisher's continued use of the Platform after the effective date of the changes will constitute acceptance of the changes. If the Publisher does not agree to the modified Agreement, the Publisher must stop using the Platform and may remove their Content in accordance with Section 4.6. No amendment shall apply retroactively to purchases completed before its effective date.

Article 3: Eligibility and Account

3.1. Legal Entity and Authority

The Platform's publisher tools are reserved for duly constituted legal entities. The individual who accepts this Agreement and operates the Account represents and warrants that they are duly authorized to bind the Publisher and to act on behalf of the Authors and rights holders the Publisher represents. Readality may request evidence of incorporation, of digital distribution rights, or of such authority at any time, and may suspend or terminate the Account if any representation made under this Section proves inaccurate.

3.2. Account Integrity

The Publisher agrees to: (i) provide complete and accurate information when creating and maintaining the Account; (ii) maintain the confidentiality of their credentials; and (iii) not allow any other person to use the publishing tools under their Account. The Publisher is responsible for all activity occurring under their Account. The Publisher shall not impersonate any person or entity or misrepresent their affiliation or the origin of any Content.

Article 4: License Grant and Intellectual Property

4.1. Ownership of Content; Protective Limitations

The Publisher retains full intellectual property rights (copyright, neighboring rights) in and to the Content. Readality claims no ownership rights over the Content. For greater certainty, and notwithstanding anything to the contrary in this Agreement: (i) Readality will not sell, assign, or transfer ownership of the Content to any third party for any reason; and (ii) Readality's rights to modify the Content or create derivative works of the Content (or to sublicense such rights) are strictly limited to (a) the technical adaptation described in Section 4.4, and (b) the marketing and promotional purposes described in Section 4.3.

4.2. Non-Exclusive Distribution License

For so long as the Content is published on the Platform, the Publisher grants Readality Publishing, acting through the Readality Platform, a non-exclusive, worldwide, royalty-free license, sublicensable solely to Readality's affiliates, hosting providers, service providers, and the Third-Party Platforms to the extent necessary to operate and distribute the Platform, and transferable solely in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Readality's assets, authorizing Readality to:

• Host, cache, store, reproduce, distribute, transmit, display, and perform the Content on the Platform and within the Platform's XR/VR/AR environments (including Readality's default environments), for the purpose of making it accessible to Users;
• Monetize the Content by charging Users for access in accordance with Article 6; and
• Use the Content for the promotional and marketing purposes described in Section 4.3.

All licenses granted under this Agreement are non-exclusive, and all rights not expressly granted to Readality are reserved to the Publisher.

4.3. Promotional and Marketing Uses

The license includes the right to use the Content, in whole or in part (including excerpts, panels, character assets, thumbnails, and trailers), to market, promote, and publicize the Content itself, the Platform, and Readality's services, in any and all languages, formats, and media, whether now known or hereafter devised, throughout the world, including through emails to Users, digital or physical advertisements, trade shows, conventions, and public relations. Readality's right to make new promotional uses of the Content is available only while the Content is published on the Platform; provided, however, that Readality shall not be obligated to recall, remove, or destroy promotional materials lawfully created and distributed while the Content was published (e.g., printed convention materials or previously published trailers), and the Publisher shall not have a right to request removal of such prior uses.

4.4. Technical Adaptation; Moral Rights

The license includes the right for Readality to format, encode, compress, and technically adapt the Content for compatibility, performance, or display reasons on various devices and within the Platform's XR/VR/AR environments, without ever altering the substance or artistic integrity of the Content. Readality will not perform any editorial adaptation or translation of the Content. Solely to the extent necessary to permit the technical adaptation and spatial display described in this Section, the Publisher warrants that it has obtained from the Authors a limited waiver of their moral rights in the Content in favour of Readality; this limited waiver does not extend to any use or modification that would be prejudicial to the honour or reputation of the Authors.

4.5. License to Users

By uploading Content, the Publisher grants each User who purchases access to the Content a personal, non-exclusive, non-transferable, revocable license to access, view, and read the Content through the Platform, subject to the Platform's terms of use for Users. A purchase confers a digital access license only and transfers no ownership interest in the Content.

4.6. License Duration and Removal

The license takes effect upon the uploading of the Content and remains valid until its removal by the Publisher. The Publisher may remove their Content from sale and from the Platform at any time via the publishing interface. Once the Content has been removed, Readality shall no longer have the right to make any new uses of the Content under this Agreement, subject to the prior-uses provision of Section 4.3.

Post-Purchase Access (Grace Period): In the event of Content removal by the Publisher, Users who have previously purchased digital licenses for such Content will retain a temporary right of access and reading during a grace period of thirty (30) days from the effective date of removal. Upon expiration of this 30-day period, the Content will be permanently deleted from the Users' library.

4.7. Augmented Elements

The Augmented Elements made available by Readality (sounds, effects, presets, etc.) remain the exclusive property of Readality. Readality grants the Publisher a non-exclusive, non-transferable, revocable license to use the Augmented Elements solely for integration into Content published on the Platform. The Publisher is solely responsible for their use of these tools and how they are integrated into the Content. Upon removal of the Content from the Platform, the Publisher's license to the Augmented Elements integrated in that Content terminates, and the Publisher may not exploit the Augmented Elements outside the Platform.

4.8. Feedback

The Publisher grants Readality a perpetual, irrevocable, worldwide, royalty-free license to use any Feedback for any purpose, including improving the Platform, without compensation or attribution. Feedback does not include the Content itself.

Article 5: Publisher Warranties; Authors

5.1. Warranty of Rights

The Publisher represents and warrants to Readality that: (i) it owns or has obtained all rights, licenses, consents, permissions, and authorizations necessary to upload the Content and to grant the licenses set out in Article 4, including the digital distribution rights granted by its Authors; (ii) the Content does not and will not infringe upon any intellectual property rights, rights to one's image, privacy rights, or any other third-party rights; and (iii) the Content complies and will comply with the Community Guidelines and all applicable laws.

5.2. Authors and Rights Holders

The Publisher warrants that it holds the digital distribution rights necessary to enter into this Agreement on behalf of the Authors concerned. The allocation of the Publisher's revenue share between the Publisher and its Authors is the sole responsibility of the Publisher, in accordance with its own agreements; Readality is not a party to those agreements and disclaims any and all responsibility for payments to Authors or other rights holders. The Publisher shall bear sole responsibility for any dispute between the Publisher and its Authors relating to rights or remuneration.

5.3. Human Authorship; Generative Artificial Intelligence

The Publisher represents and warrants that the Content is the product of human authorship. Generative artificial intelligence may be used only for ancillary, non-artistic tasks (such as spell-checking, translation assistance, or upscaling of the Authors' own artwork), and never to produce the artwork, panels, character designs, or narrative that constitute the substance of the Content. Generative AI Content is prohibited on the Platform.

Responsibility for compliance with this Section rests entirely with the Publisher and its Authors. The Publisher is solely responsible for the tools used in the production of the Content, for the rights attaching to any third-party material or model output incorporated into the Content, and for any claim, complaint, or proceeding arising from an allegation that the Content is Generative AI Content or that its production infringed third-party rights. Readality carries out no verification of the authorship of the Content prior to publication and assumes no liability in this respect. Section 5.1 and Article 11 apply in full to this Section.

Readality reserves the right, at its sole and reasonable discretion, to remove, unpublish, or restrict access to any Content that is reported by a User, an Author, a rights holder, or any other third party, or that Readality has strong grounds to suspect, as being wholly or predominantly Generative AI Content. Readality may act without prior notice and may require the Publisher to provide, within a reasonable deadline, evidence of the human authorship of the Content (such as layered source files, sketches, working files, or production history). Failure to provide satisfactory evidence within that deadline may result in the removal of the Content and, in the case of repeated or deliberate breach, in suspension or termination of the Account under Article 13. Amounts attributable to Content removed under this Section may be withheld or set off in accordance with Section 6.7.

Article 6: Monetization and Payments

6.1. Pricing Structure

The Publisher can monetize their Content under two models:

• Episodic Model (Webtoon-like): The price is set at 5 Tokens per episode.
• Unit Model (Classic Comic): The price is defined by the Publisher, with a maximum price set at 150 Tokens (i.e., $30.00 CAD).

6.2. Daily Pass / Temporary Access Mode (Optional; Webtoon-Type Series Only)

The Daily Pass option applies exclusively to series published under the episodic model set out in Section 6.1. It is not available for complete books published under the unit model, which are governed by Section 6.2 bis. For its webtoon-type series, the Publisher may choose, at its sole discretion, to enable or disable this option (Wait Until Free type model) from its publishing interface.

• Operation: If the option is enabled by the Publisher, the Platform allows Users to unlock one (1) selected episode for free every 24 hours. Access to the episode unlocked in this manner is temporary and limited to a duration of three (3) days (72 hours) from the time of unlocking.
• Absence of Remuneration: Free access via the Daily Pass does not generate any direct revenue for the Publisher. It is an optional promotional tool provided by the Platform to boost reader engagement and encourage the purchase of early paid episodes.

6.2 bis. Free Preview (Complete Books)

For any Content published under the unit model (complete books) set out in Section 6.1, the Platform automatically makes the first four (4) pages of each work available as a free preview.

• Operation: The free preview of the first four (4) pages applies as of right to all complete books and cannot be disabled by the Publisher. Beyond the fourth page, access to the Content requires the purchase of the digital license at the price set by the Publisher in accordance with Section 6.1.
• Absence of Remuneration: Viewing the free preview does not generate any direct revenue for the Publisher. It is a promotional feature built into the Platform, intended to let Users discover the work and encourage its purchase.

6.3. Revenue Share

The revenue split is calculated based on the Gross Purchase Price (GPP):

• Third-Party Platform Fees (Meta, Apple, Google, etc.): 30% of the GPP is deducted from the Gross Purchase Price and goes to the third-party distribution platform.
• Distributable Net Revenue: The remaining 70% constitutes the Net Revenue. This Net Revenue is split equally (50/50) between the Publisher and Readality Publishing: 50% of the Net Revenue (i.e., 35% of the GPP) is paid to the Publisher, and 50% of the Net Revenue (i.e., 35% of the GPP) goes to Readality Publishing.
• Contractual Relationship: The Publisher contracts exclusively with Readality Publishing. Readality Publishing shall be solely responsible for handling the remuneration of the “Readality Platform” division and the costs associated with the XR/VR/AR technological infrastructure.

Any modification to the revenue share shall be notified in accordance with Section 2.4 and shall apply only to purchases completed after its effective date.

6.4. No Guarantee of Revenue

READALITY DOES NOT GUARANTEE THAT THE PUBLISHER WILL GENERATE ANY SALES OR REVENUE AS A RESULT OF PUBLISHING CONTENT ON THE PLATFORM.

6.5. Payment Information

In order to receive payment, the Publisher must provide and maintain complete and accurate payment information in their publishing dashboard (including, where requested, name, address, payout account identifiers, and applicable tax information). Readality is not responsible for any payment error, including any unpaid amount, where such error results from incomplete or inaccurate payment information provided by the Publisher.

6.6. Currencies, Frequency, and Threshold

• Reference Currency: All Tokens are convertible into Canadian dollars (CAD) at the reference rate. Payments to the Publisher are made in the currency of the country where the Publisher is located.
• Frequency and Threshold: Payments are made once (1) per calendar month. The minimum payout threshold to trigger payment is set at $25.00 CAD (or the equivalent in the local currency). Balances below the threshold are carried over to the following payment period until the threshold is met.

6.7. Withholding and Set-Off

Readality may withhold payment of amounts otherwise due to the Publisher, in whole or in part, for the time reasonably necessary to investigate and resolve the matter, where: (i) Readality reasonably suspects a material breach of this Agreement, including a breach of the warranty of rights in Section 5.1 or fraudulent activity (including manipulation of purchases, engagement, or Daily Pass mechanics); (ii) a third party asserts a claim regarding the Content; or (iii) withholding is required by applicable law or by a Third-Party Platform. Readality may set off against amounts due to the Publisher any amounts the Publisher owes to Readality under this Agreement, including refunds under Section 11.3.

6.8. Payment upon Account Closure

Upon termination of this Agreement, any accrued and undisputed balance of ten dollars ($10.00 CAD) or more in the Publisher's account will be paid in a final payout on the next regular payment date, notwithstanding the threshold in Section 6.6. Accrued balances below $10.00 CAD will not be paid out.

6.9. Taxes

The Publisher is solely responsible for its own tax obligations and for those relating to amounts it redistributes to its Authors, including the payment of all taxes associated with amounts received under this Agreement and the preparation and timely filing of all documentation required by the taxing authorities having jurisdiction over the Publisher. Readality does not provide any tax advice. Readality may withhold from any amounts payable such taxes as are required to be withheld pursuant to applicable law. Readality will align with the practices of major international digital platforms (e.g., YouTube, TikTok) regarding the issuance of tax slips (e.g., T4A for Canadian Publishers).

Article 7: Acceptable Use

The Publisher may not access or use, or attempt to access or use, the Platform to take any action that could harm Readality, its affiliates, service providers, licensors, Users, or any other third party, interfere with the operation of the Platform, or use the Platform in a manner that violates any law. For example, and without limitation, the Publisher may not:

• Impersonate any person or entity or otherwise misrepresent their affiliation or the origin of materials they transmit;
• Allow any other person to use the publishing tools under their Account;
• Engage in unauthorized crawling, scraping, or harvesting of content or personal information, or use any other unauthorized automated means to compile information available through the Platform;
• Take any action that imposes an unreasonable or disproportionately large load on Readality's network or infrastructure;
• Use any device, software, or routine to interfere with the proper working of the Platform, or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network;
• Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising the Platform;
• Artificially manipulate purchases, unlocks, readership metrics, or any engagement or monetization mechanic of the Platform, including through automated means or coordinated schemes;
• Distribute unauthorized materials or advertise or promote third-party goods or services through the Platform without Readality's permission (including, without limitation, by sending spam); or
• Engage in any other conduct that restricts or inhibits any person from using or enjoying the Platform, or that, in Readality's reasonable judgment, exposes Readality, its Users, or any third party to liability, damages, or detriment of any type.

Violations of system or network security may result in civil or criminal liability. Readality may investigate and work with law enforcement authorities in respect of users who violate the Agreement.

Article 8: Content Moderation

The Publisher acknowledges and agrees that Readality may use automated and/or discretionary tools, personnel, and systems to review, monitor, and moderate Content on the Platform for violations of the Agreement, the Community Guidelines (excluding illegal, pornographic, hateful content, etc.), and applicable law. Readality reserves the right to remove or restrict access to any Content without prior notice in case of non-compliance. This moderation is a service aimed at maintaining a safe environment and does not transfer the legal liability for the Content to Readality, which remains entirely with the Publisher. The Publisher may contact Readality's creator support to request a review of a moderation decision. Content removed under Section 5.3 (human authorship) is subject to the same review process.

Article 9: Privacy and Communications

9.1. Privacy

Readality's collection and use of personal information in connection with the Platform is governed by the Readality Privacy Policy. The Parties agree to comply with applicable privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and the Act respecting the protection of personal information in the private sector (Quebec), as amended by the Act to modernize legislative provisions as regards the protection of personal information (Law 25), as applicable.

9.2. Communications

Readality may communicate with the Publisher about the Platform and this Agreement through the contact information provided at registration or through the Platform, including to: (i) solicit Feedback via email, surveys, or bug reports; (ii) collect additional information regarding issues the Publisher reports; (iii) notify the Publisher of changes to the Platform or the Agreement; and (iv) inform the Publisher of Readality programs, products, or services. Any commercial electronic messages will be sent in compliance with Canada's Anti-Spam Legislation (CASL), and the Publisher may unsubscribe from non-essential communications at any time.

Article 10: Third-Party Platforms; Data and Analytics

10.1. Dependence on Third-Party Platforms

The Publisher acknowledges that the distribution of the Platform, the processing of purchases, and the availability of the Content depend on Third-Party Platforms, whose terms, fees, technical requirements, and service availability are outside Readality's control. Readality is not responsible for any act, omission, outage, policy change, or fee change of a Third-Party Platform, and the Publisher's use of any third-party service is subject to that third party's own terms and privacy policies.

10.2. Data and Analytics

Readality does not promise any analytical data that Readality does not control. The Publisher acknowledges that reading or usage data may be limited or anonymized, and that Readality is limited to the data provided by Third-Party Platforms (e.g., Meta).

Article 11: Indemnification

11.1. Publisher Indemnification

To the fullest extent permitted by applicable law, the Publisher agrees to defend, indemnify, and hold harmless Readality, its affiliates, and their respective officers, directors, employees, and agents from and against any losses, liabilities, claims, causes of action, demands, damages, costs, and expenses (including reasonable legal fees and costs of investigation) arising out of or relating to: (i) the Content uploaded by the Publisher or any breach of the warranties in Article 5, including any dispute between the Publisher and its Authors relating to rights or remuneration; (ii) the Publisher's use of the Augmented Elements or the Platform's tools; (iii) the Publisher's violation of this Agreement; or (iv) the Publisher's violation of any applicable law or of any third-party right, including intellectual property, image, or privacy rights.

11.2. Procedure

Readality will notify the Publisher of any claim subject to indemnification within a reasonable time. Readality reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Publisher, in which case the Publisher agrees to cooperate with Readality's defense of such claim.

11.3. Impact on Readers in the Event of a Dispute

In the event of a third-party claim resulting in the removal of Content purchased by Users: the Publisher's indemnification is intended to cover losses suffered by Readality. Readality reserves the right, at its sole discretion, to proceed with refunding Users for any purchase of Content removed following a breach of warranty. If Readality issues such a refund, Readality is entitled to recover the corresponding amounts from the revenue share due to the Publisher (including advanced payments not yet disbursed or future payments), by way of set-off in accordance with Section 6.7.

Article 12: Disclaimers and Limitation of Liability

12.1. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ITS TOOLS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT. READALITY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECT WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY READALITY OR ANY OF ITS REPRESENTATIVES CREATES A WARRANTY. CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OF CERTAIN LEGAL WARRANTIES; IN SUCH CASES, THE ABOVE EXCLUSIONS APPLY ONLY TO THE EXTENT PERMITTED BY LAW.

12.2. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, READALITY AND ITS AFFILIATES SHALL NOT BE LIABLE TO THE PUBLISHER FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM, EVEN IF READALITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, READALITY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE BY READALITY TO THE PUBLISHER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3. Exceptions

Nothing in this Agreement excludes or limits Readality's liability for bodily or moral injury, for damage resulting from its intentional or gross fault (within the meaning of article 1474 of the Civil Code of Quebec), or for any other liability that cannot be excluded or limited under applicable law.

Article 13: Term, Termination, and Suspension

13.1. Term

This Agreement is entered into for an indefinite period and remains in effect as long as the Publisher uses the Platform or maintains active Content.

13.2. Termination by the Publisher

The Publisher may terminate this Agreement at any time by removing all of their Content and deleting their Account.

13.3. Termination and Suspension by Readality

Readality may terminate this Agreement with reasonable prior notice, or without notice in the event of a material breach of this Agreement by the Publisher, particularly in the case of infringement of third-party rights, fraud, or serious violation of the Community Guidelines. Readality may also suspend the Account or restrict access to Content, in whole or in part, pending investigation of a suspected breach. Readality's failure to exercise or enforce any term of the Agreement will not constitute a waiver of such term or of any of Readality's rights or remedies.

13.4. Effects of Termination; Survival

Upon termination: (i) the licenses granted under Article 4 terminate in accordance with Section 4.6, including the 30-day User grace period; (ii) accrued payment obligations are settled in accordance with Section 6.8; and (iii) the following provisions survive termination: Article 1, Section 4.3 (prior uses), Article 5, Article 11, Article 12, Article 14, and Article 15.

Article 14: Governing Law and Dispute Resolution

14.1. Governing Law

This Agreement is governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein. The Publisher acknowledges that, notwithstanding their geographical location, they accept the application of Quebec law.

14.2. Amicable Resolution

In the event of a dispute arising out of or relating to this Agreement, the complaining Party shall first send the other Party a written statement setting out its name and contact information, the facts giving rise to the dispute, and a proposed solution (a “Notice of Dispute”). Notices of Dispute to Readality must be sent by email to arthur.loubaresse@readality.com. The Parties will attempt in good faith to resolve the dispute through informal negotiation for a period of thirty (30) days from the date the Notice of Dispute is sent, and may, by mutual agreement, submit the dispute to mediation before a mediator practicing in Montreal. Only after this period may either Party commence proceedings, except where urgent interim relief is required.

14.3. Jurisdiction

Any dispute arising out of this Agreement that is not resolved amicably shall be submitted to the exclusive jurisdiction of the courts of the district of Montreal, Province of Quebec, Canada.

Article 15: General Provisions

15.1. Entire Agreement

This Agreement, together with the documents incorporated by reference under Section 2.3, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior understandings, written or oral, regarding such subject matter.

15.2. Severability

If any term or condition of this Agreement is deemed invalid, void, or for any reason unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining term or condition.

15.3. Assignment

The Publisher may not assign this Agreement or any of its rights or obligations hereunder without Readality's prior written consent. Readality may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee assumes Readality's obligations hereunder.

15.4. Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates any employment, partnership, joint venture, agency, or franchise relationship between the Parties.

15.5. Force Majeure

Neither Party shall be liable for any delay or failure to perform resulting from causes outside its reasonable control, constituting superior force within the meaning of article 1470 of the Civil Code of Quebec, including acts of government, natural disasters, labour disputes, failures of Third-Party Platforms, or failures of telecommunications networks; provided that payment obligations for amounts already accrued are not excused.

15.6. Language

This Agreement has been drawn up in French and in English. The French version was remitted to the Publisher first, in accordance with the Charter of the French Language (Quebec). By accepting the English version, the Publisher 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 à l'Éditeur, conformément à la Charte de la langue française. En acceptant la version anglaise, l'Éditeur 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/publisher-agreement-fr.html.

15.7. Notices and Contact

Readality may give notice to the Publisher by email to the address associated with the Account or by notification within the Platform. The Publisher may give notice to Readality, and may contact publisher support, at arthur.loubaresse@readality.com, or by mail at Readality Inc., 1455 Blvd. De Maisonneuve Ouest, Montreal, Quebec H3G 1M8, Attention: Legal.