These Terms and Conditions (the "Terms") constitute a legally binding agreement between Lumedot, Inc., a Canadian corporation ("Lumedot," "we," "our," or "us"), and you, the individual, entity, or representative accepting these Terms ("you," "your," or "user"). By clicking "I agree" or using our services, you confirm that you have read, understood, and accepted these Terms. If you do not agree, do not click "I agree" or use our services.

1. Revenue and Payment

1.1 Revenue Distribution:

• Direct Sales: You will receive 80% of the revenue from each sale of your eBook or audiobook, while Lumedot retains 20%.
• Subscription Model:
  • Lumedot’s Share: 20% of total subscription revenue.
  • Your Share: 80% of subscription revenue, allocated as follows:
    • 25% of your share will be divided equally among all creators whose titles are included in a user’s monthly subscription (limited to seven titles saved by each user).
    • 75% of your share will be distributed based on user engagement metrics, such as the number of pages read or hours listened.
• Free Access Titles with Donations: Up to 60 titles from the platform catalog will be made available for free to users each month. No royalties will be paid for access to these titles, but 80% of donations made by users for these titles will be distributed equally among the creators of the featured works.

1.2 Payment Schedule:

• Payments will be made quarterly, within 45 days after the end of each calendar quarter. Payment methods may include direct deposit, electronic transfer, or other mutually agreed options based on your preferences and regional availability.
• Tax Responsibility: All payments made by Lumedot are inclusive of applicable sales tax (e.g., VAT, GST, or similar taxes). You are solely responsible for determining, collecting, reporting, and remitting any taxes, duties, or similar obligations arising from payments received. Lumedot may deduct or withhold taxes as required by applicable law.

1.3 Royalty Statements:

• Initial royalty statements will be securely accessible through the Lumedot portal. Statements will be updated periodically, with a standard delay to ensure accuracy. Future updates may offer more immediate transparency, subject to technical and operational feasibility.

2. Grant of Rights

2.1 License Scope:

By agreeing to these Terms, you grant Lumedot a non-exclusive, worldwide license to use, reproduce, publish, distribute, display, market, and sell the versions of your books selected for distribution ("Work") in digital formats (eBooks, audiobooks, and future formats).

2.2 Sublicensing:

Lumedot may sublicense its rights to affiliates or third parties, provided compliance with these Terms is maintained.

2.3 Modifications:

Lumedot may modify or reformat your Work for compatibility with its services. Substantial edits require your approval, which may not be unreasonably withheld.

3. Term and Termination

3.1 Term:

These Terms will last for six (6) years from the effective date ("Initial Distribution Period") and automatically renew annually unless terminated with 60 days’ prior written notice.

3.2 Early Termination:

You may request termination after the one-year anniversary of the first sale by providing 90 days’ written notice.

3.3 Termination by Lumedot:

Lumedot may terminate these Terms with 30 days' notice or immediately for material breach by you.

3.4 Post-Termination:

Upon termination, Lumedot will cease distribution of your Work. Royalties accrued before termination will be paid in accordance with Section 1.

4. Modification of Terms

4.1 Right to Modify:

• We reserve the right to update or modify these Terms at any time. Material changes will be communicated via email, platform notifications, or other reasonable means at least 30 days before they take effect.
• Example: Modifications may include updates to the subscription revenue calculation method to reflect platform improvements, changes in engagement metrics, or adjustments required to comply with evolving legal or regulatory requirements.
• Your continued use of our services after changes take effect constitutes acceptance of the updated Terms.

5. Representations and Warranties

5.1 Ownership:

You represent that you own or control all necessary rights to the Work and that it does not infringe upon third-party rights.

5.2 Compliance:

You agree to ensure that your Work complies with applicable laws and does not contain defamatory, obscene, or unlawful material.

5.3 Tax Compliance:

You acknowledge that you are responsible for ensuring compliance with tax laws applicable to your earnings, including reporting and remittance of taxes. Lumedot assumes no responsibility for your tax obligations.

6. Liability and Indemnity

6.1 Limitation of Liability:

Lumedot’s liability is limited to royalties paid in the six months preceding any claim. We are not liable for indirect, incidental, or consequential damages.

6.2 Indemnification:

You agree to indemnify Lumedot against claims arising from your Work, including intellectual property disputes or legal violations.

7. General Provisions

7.1 Governing Law:

These Terms are governed by the laws of Ontario, Canada.

7.2 Dispute Resolution:

Disputes will be resolved through arbitration under ICDR Canada rules.

7.3 Severability:

If any provision of these Terms is held to be invalid, illegal, or unenforceable for any reason by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, or enforceable. If no such modification is possible, that provision will be severed from the rest of these Terms, and the validity, legality, and enforceability of the remaining provisions will not be affected.

7.4 Entire Agreement:

These Terms represent the entire agreement between you and Lumedot.