Revision Date: 14 May 2020

This agreement (the “Agreement”) is a binding agreement between the individual or the entity identified in your KNiTO Direct Publishing (“KNITODP”) account (“you” or the “Publisher”) and Notion Wave Inc. (“KNiTO”, “we”, or “us”).

This Agreement provides the terms and conditions of your participation in the KNiTO self-publication and distribution program (the “Program”) and your distribution of Digital Content through the KNiTO Platform (the “Platform”).

1 Definitions

“KNiTO Platform” means the “Platform” and is a service provided by KNiTO for Publishers to connect with Consumers and prospective Consumers for distributing their Digital Content.

“Digital Content” means the content placed on the Platform by the Publisher and includes but is not limited to digital books.

“Consumers” means the third party end users that may connect with the Publisher to buy or rent Digital Content accessed on the Platform.

“KNiTO Program” means the “Program” and includes access to publishing tools for creating and uploading Digital Content to the Platform.

“Program Account” or “Account” means the Publisher’s online account for access and use of the Platform and the Program.

Program Policies means the policies for using the Program and the Platform as set out in Term and Condition which can be found here: https://knito.com/terms-and-conditions/

2 Agreement Acceptance

You accept this Agreement and agree to be bound by its terms by either (a) clicking a button with the words “agree” or “accept” where you’re given the option to do so or (b) by using the Program or Platform, or any part of it. If you do not accept the terms, you are not entitled to use the Program or the Platform, or any parts of it.

If the Publisher is an entity, the individual person who accepts this Agreement for the Publisher represents and warrants that he or she is entitled to enter this Agreement as an authorized representative of the Publisher and to bind the Publisher to the terms of this Agreement.

3 Program Account Eligibility and Registration

You must have one and only one active Program Account (registered user of KNiTO) in order to participate in the Program. You represent that you are at least 18 years old (or the age of majority where you reside, whichever is older) and that you are able to form a legally binding contract.

You must ensure that all information you provide in connection with establishing your Program Account, such as your name, address and email, is accurate when you provide it, and you must keep it up to date as long as you use the Program. You may maintain only one Account at a time. If we terminate your Account, you agree that you will not establish a new Account. You will not use false identities or impersonate any other person or use a username or password you are not authorized to use. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify account information you provide. You also consent to us sending you emails relating to the Program and other publishing opportunities from time to time.

You are solely responsible for safeguarding and maintaining the confidentiality of your Account username and password and are responsible for all activities that occur under your Account, whether or not you have authorized the activities. You may not permit any third party to use the Program through your account and will not use the account of any third party. You agree to immediately notify KNiTO of any unauthorized use of your username, password or Account.

4 Access to the Program and Platform

KNiTO grants the Publisher access to use the Program and Platform such that the Publisher may offer for sale, sell, rent and otherwise distribute its Digital Content to Consumers and prospective Consumers. For each Digital Content that you sell or rent to a Customer using the Platform, you shall and are automatically deemed to enter into an agreement with the Customer in respect of that Digital Content in the form set out at the following link: https://knito.com/terms/

The Digital Content on the Platform shall be retained and available for purchase or rent by the Consumers.

For certainty, KNiTO is not a licensor or a licensee of the intellectual property, proprietary or other rights in the Publisher’s Digital Content. KNiTO does not own the Digital Content, or hold any rights in or to the Digital Content. At all times, as between the parties, the Publisher maintains all intellectual property, proprietary, and sales rights to the Digital Content.

5 Publisher’s Obligations

By using the Program and Platform to prepare, publish and / or distribute Digital Content, the Publisher represents and warrants that the Digital Content is owned or lawfully licensed to the Publisher and that the Publisher has all of the rights, title, and interests to create, re-create, distribute, rent, sell, and use the Digital Content in the way that they are on the Platform.

For certainty and without limiting the foregoing the Publisher represents and warrants that it has the right to: (a) reproduce, index and store the Digital Content on one or more computer facilities, and reformat, convert and encode the Digital Content; (b) display, market, transmit, distribute, sell, license and otherwise make available all or any portion of the Digital Content, for Consumers and prospective Consumers to download, access, copy and paste, annotate and/or view online and offline, including on portable devices; (c) permit Consumers to “store” the Digital Content that they have purchased on servers (“Virtual Storage”) and to access and re-download such Digital Content from Virtual Storage from time to time both during and after the term of this Agreement; and, (d) display and distribute any trademarks and logos attached to the Digital Content.

In accordance with this section, the Publisher shall obtain and pay and be responsible for any and all necessary clearances and licenses and all costs associated therewith for the Digital Content to permit the Publisher to sell and distribute the Digital Content on the Platform. This includes, without limitation, all royalties and other income due to any copyright owner of the Digital Content by reason of license agreement or other contract between the Publisher and the copyright owner.

6 Book Creation

You agree to use, at your own expense, various KNiTO components such as Authoring Studio, Interactive, and Store to create and publish the Digital Content that you desire to sell and distribute through the Program and Platform. All electronic files must be clear of viruses, worms and other potentially harmful or disrupting code.

7 Prohibited Content

As a service, KNiTO provides access to many Publishers’ Digital Content which may include a variety of viewpoints, including books and other content that some Consumers and Publishers may find objectionable. KNiTO nevertheless reserves the right to remove certain content from the Platform, such content may include but is not limited to, violence, intolerance, hate, human tragedies, natural disasters, child abuse and exploitation, pornography or other obscene or inappropriate material. Please refer to our help centre at https://support.knito.com for examples and guidelines on content.

It is the Publisher’s responsibility to ensure that the Digital Content does not violate any laws or third party rights, including but not limited to, copyright, trademark, privacy, publicity, and other rights in the content.

KNiTO may, but is not obligated to, apply DRM technology in connection with providing access to the Publisher’s Digital Content on the Platform. The Publisher acknowledges that KNiTO makes no representations as to the efficacy of the DRM and will not be responsible for any failure of the DRM.

If you believe a book violates our guidelines, or require clarification please report it to publish@knito.com.

8 Public Domain Content and Free Books

The Publisher shall not publish, offer for sale, sell, rent or otherwise distribute public domain and other non-exclusive content using the Platform. This content may be free to use by anyone, or may be licensed for use by more than one party. KNiTO will not accept content on the Platform that is freely available on the web unless the Publisher is the copyright owner of that content. For example, if the Publisher received book content from a source that allows the Publisher and others to re-distribute it, and the content is freely available on the web, KNiTO will not accept this content to be posted or published on the Platform.

Public domain content may be posted or published on the Platform if its content is differentiated from one or more other books by the Publisher’s creation and addition of ePUB3 related assets such as interactive elements. The Publisher is also prohibited from posting or publishing companion books based on copyrighted works to the Platform unless the Publisher is the copyright owner of the copyrighted work and the companion book.

Posting or publishing of free books or other Digital Content on the Platform is prohibited. Each book or other Digital Content must have a sales value and be priced for sale by the Publisher based on acceptable industry standards.

9 Content Requirements

You must ensure that all Digital Content placed on the Platform is in compliance with the Program Policies and this Agreement. If you discover that content you have placed on the Platform does not comply, you must immediately withdraw the content from the Platform by un-publishing it or by re-publishing content that complies.

Digital Content placed on the Platform must not include any advertisements or other content that is primarily intended to advertise or promote products or services.

We are entitled to remove or modify the metadata and product description you provide for your Digital Content for any reason, including if we determine that it does not comply with our content requirements. We may also remove all or any part of your Book’s cover art for any reason, including if we determine that it does not comply with our content requirements.

Digital Content placed on the Platform should provide ePUB3 features and capabilities to give a positive and immersive customer experience. We reserve the right to determine whether content provides a poor customer experience and remove that content from the Platform. The Publisher may begin by adding Digital Content to the Platform that does not provide ePUB3 features however, the Publisher agrees to create and add such features and revise the Digital Content or create and replace with more modern versions or editions containing ePUB3 features shortly thereafter.

10 Marketing

We will have sole discretion in determining all marketing and promotions related to KNiTO, the Program and the Platform. The Publisher may, at its sole expense, market and promote its Digital Content by making chapters or portions of the Digital Content available to prospective Consumers without charge, and by permitting prospective Consumers to see excerpts of the Digital Content in response to search queries. The Publisher will not receive any fees or allowances for any marketing or promotional efforts.

11 Pricing

The Publisher shall set the price of its Digital Content in USD and in accordance with acceptable industry standards or rates (the “Listing Price”). If the publisher decides to offer its Digital Content at low prices or free to a market or otherwise below the Listing Price, KNiTO may remove the Digital Content from the Platform at its sole discretion.

The Publisher is solely responsible for selling and distributing the Digital Content to the Consumer which includes offering for sale and accepting transactions with Consumers, attending to requests for refunds and other related customer service.

KNiTO is responsible to receive and process Consumer’s payments on behalf of the Publisher, and to distribute those proceeds in accordance with the Publisher Fees for Use provision set out in Section 12 of this Agreement.

KNiTO will have sole ownership and control of all data obtained from Consumers and prospective Consumers in connection with the Program and use of the Platform.

12 Publisher Fees for Use

For each unit of Digital Content sold, rented or otherwise distributed to a Consumer using the Platform, the Publisher and KNiTO agree to distribute the proceeds of the transaction according to the following percentages set forth here, as applicable, net of assistance (https://knito.com/publishing-assist), refunds, bad debt, and any sales or other taxes applicable with respect to sales to a customer based on his or her location.

KNiTO may waive any of the above assistances and content delivery shares for certain periods or as part of a promotion.

13 Payments

Proceeds collected from transactions and placed in the KNiTO trust account will be distributed between KNiTO and the Publisher based on the distribution structure in Section 12 approximately 60 days following the end of the calendar month during which the transactions were made. At the time of payment, and upon request, an online report detailing the transactions, the applicable distribution allocations and an estimate of applicable sales taxes subject to Section 14, may be provided.

The payments will be made in USD in most cases, and any conversion to a bank account currency other than USD will be done by the banks involved and KNiTO does not accept any responsibility.

The Publisher is required to provide certain information to register a valid bank account in its KNITO Program Account in order to receive payments. Payments will not be distributed to the Publisher until such account information is provided. KNiTO may establish other payment policies from time to time, such as minimum payment amounts for different payment methods and check fees.

14 Taxes

The Publisher is responsible for and shall include all applicable charges and taxes, customs duty, excise taxes in the Listing Price. The Listing Price shall be inclusive of all applicable taxes. The Publisher shall render an invoice to the Consumers inclusive of any taxes paid or payable upon the customer’s request, if applicable.

For greater certainty, the Publisher is solely responsible for (i) determining whether any taxes apply, (ii) accounting for any taxes due, and (iii) reporting to the appropriate tax authority. The Publisher is responsible for meeting any tax obligations that apply, including income, sales, and value added tax obligations in the respective jurisdiction of the Consumers to which the Digital Content is delivered and any other applicable countries.

We, as a Canadian company, will determine whether our payment to the Publisher must consider any sales tax and if so, we will be responsible for collecting and remitting it to the Canadian authorities.

15 Agreement Amendment

We reserve the right to change the terms of this Agreement at any time in our sole discretion. We will give you notice of the changes by posting new terms in place of the old at https://knito.com/direct-publishing-terms with a revision date indicated at the top.

Changes to terms of this Agreement will be effective on the date we post them. You are responsible for checking for updates and your continued use of the Program and Platform after we post changes will constitute your acceptance of the changes. If you do not agree to the changes, you must withdraw your Digital Content from the Platform and terminate your Account and use of the Program.

Changes to terms of Publisher’s Fees for Use set out in Section 12 will only apply to Digital Content that you add to the Platform after the posting of the changes. You accept the changes by continuing to use the Program and by adding new Digital Content to the Platform.

16 Rejection and Withdrawal

We are entitled, but not obligated, to determine whether content placed on the Platform is in accordance with the terms of this Agreement and we may in our sole discretion accept or reject placement of the content on the Platform. If we request that you provide additional information relating to your Digital Content, such as information confirming that you have all rights required to permit your distribution of the Digital Content, you will promptly provide the information requested, and you represent and warrant that any information and documentation you provide to us in response to such a request will be current, complete, and accurate. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify your rights to permit your distribution of the Digital Content and the accuracy of the information or documentation you provide to us with respect to those rights.

You may withdraw your Digital Content from the Platform at any time. All withdrawals of Digital Content will apply prospectively only and not with respect to any Consumers who purchased the Digital Content prior to the date of removal.

17 Term and Termination

The term of this Agreement will begin upon your acceptance as set out in Section 2, and will continue until it is terminated by us or by you. We are entitled to terminate this Agreement and your access to your Program Account at any time with or without notice to you. We will notify you upon termination. You are entitled to terminate at any time by providing us notice of termination, in which event we will remove your Digital Content from the platform within 5 business days from the date you provide us notice of termination. We may also suspend your Program Account at any time with or without notice to you. Following termination or suspension, we may continue to maintain copies of your Digital Content in order to provide continuing access to or re-downloads of your Digital Content, as well as copies of your Digital Content to support Consumers who have purchased the Digital Content prior to termination or suspension. Any provisions that, by their nature, are intended to survive will survive termination of this Agreement. All rights to Digital Content acquired by Consumers will survive termination of this Agreement.

18 Representations, Warranties and Indemnities

You represent and warrant that: (a) you have the full right, power and authority to enter into and fully perform this Agreement and will comply with the terms of this Agreement; (b) prior to you or your designee’s delivery of any content including placing the Digital Content on the Platform and allowing Customers to download the Digital Content, you will have obtained all of the rights, title and interests in the Digital Content and any other intellectual property and contractual terms that are necessary for the exercise of the rights granted under this Agreement and the use of the Platform with respect to each Digital Content as contemplated by this Agreement; (c) neither the exercise of the rights authorized under this Agreement nor any materials embodied in the content nor its sale or distribution as authorized in this Agreement will violate or infringe upon the intellectual property, proprietary or other rights of any person or entity, including, without limitation, contractual rights, copyrights, trademarks, common law rights, rights of publicity, or privacy, or moral rights, or contain defamatory material or violate any laws or regulations of any jurisdiction; (d) you will ensure that all Digital Content delivered under the Program or added to the Platform comply with the technical delivery specifications provided by us; (e) you will be solely responsible for accounting and paying any co-owners or co-administrators of any Digital Content or portion thereof any royalties with respect to the uses of the content and their respective shares, if any, of any monies payable under this Agreement; and (f) you will not attempt to exploit the KNiTO service or any other KNiTO program or service. To the fullest extent permitted by applicable law, you will indemnify, defend and hold KNiTO, its officers, directors, employees, affiliates, subcontractors and assigns harmless from and against any loss, claim, liability, damage, action or cause of action (including attorneys’ fees) that arises from any breach of your representations, warranties or obligations set forth in this Agreement. We will be entitled, at our expense, to participate in the defense and settlement of the claim or action with counsel of our own choosing.

19 Ownership and Control of KNiTO Properties/ Feedback

Subject to the authorizations you grant to us under this Agreement, as between us and you, you retain all ownership rights in and to the copyrights and all other rights and interest in and to the Digital Content. We retain all ownership rights in and to the copyrights and all other rights and interests in and to the Program, the Platform, the KNiTO Properties, and any materials we use or provide to you for use relating to your Digital Content (such as a generic cover image used for your Digital Content if you do not provide one). The KNiTO Properties include any web site, application or online presence, on any platform, that is owned or operated by or under license by KNiTO or its affiliates. We are solely responsible for, and will have full discretion with respect to the terms, features, and operation of the Program, the Platform, and the KNiTO Properties and related marketing, but our use of the Digital Content will be subject to the terms of this Agreement. In the event that you elect to provide suggestions, ideas, or other feedback to KNiTO or any of its affiliates in connection with the KNiTO Properties, the Platform or the Program (“Feedback”), KNiTO and its affiliates will be free to use and exploit the same in any manner without restriction and without any need to compensate you. This Agreement does not grant you any license or other rights to any intellectual property or technology owned or operated by us or any of our affiliates, including, without limitation, any trademarks or trade names. Nothing in this Agreement restricts any rights we may have under applicable law or a separate permission.

20 Confidentiality

You will not, without our express, prior written permission: (a) issue any press release or make any other public disclosures regarding this Agreement or its terms; (b) disclose KNiTO Confidential Information (as defined below) to any third party or to any employee other than an employee who needs to know the information; or (c) use KNiTO Confidential Information for any purpose other than the performance of this Agreement. You may however disclose KNiTO Confidential Information as required to comply with applicable law, provided you: (i) give us prior written notice sufficient to allow us to seek a protective order or other appropriate remedy; (ii) disclose only that KNiTO Confidential Information as is required by applicable law; and (iii) use reasonable efforts to obtain confidential treatment for any KNiTO Confidential Information so disclosed. “KNiTO Confidential Information” means (1) any information regarding KNiTO, its affiliates, and their businesses, including, without limitation, information relating to our technology, customers, business plans, promotional and marketing activities, finances and other business affairs, (2) the nature, content and existence of any communications between you and us, and (3) any transaction data relating to the sale or rent of Digital Content or other information we provide or make available to you in connection with the Program or the Platform. KNiTO Confidential Information does not include information that (A) is or becomes publicly available without breach of this Agreement, (B) you can show by documentation to have been known to you at the time you receive it from us, (C) you receive from a third party who did not acquire or disclose such information by a wrongful or tortious act, or (D) you can show by documentation that you have independently developed without reference to any KNiTO Confidential Information. Without limiting the survivability of any other provision of this Agreement, this Section 20 will survive three years following the termination of this Agreement.

21 Limitation of Liability

THE PROGRAM AND PLATFORM IS PROVIDED “AS IS”. WE WILL IN NO EVENT BE LIABLE FOR ANY LOSS OF DATA, LOSS OF PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR RELIANCE DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT, OR FOR ANY EQUITABLE REMEDY OF DISGORGEMENT OR OTHERWISE, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. IN NO EVENT WILL OUR LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES DUE AND PAYABLE BY KNITO UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. WE SPECIFICALLY DISCLAIM, WITH RESPECT TO ALL SERVICES, SOFTWARE, CONTENT OR PRODUCTS PROVIDED BY OR ON BEHALF OF US IN CONNECTION WITH THIS AGREEMENT, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE PUBLISHER ACKNOWLEDGES AND AGREES THAT KNITO CANNOT ENSURE THAT DIGITAL CONTENT SUBMITTED BY OR ON BEHALF OF THE PUBLISHER WILL BE PROTECTED FROM THEFT OR MISUSE OR THAT CUSTOMERS/CONSUMERS WILL COMPLY WITH ANY CONTENT USAGE RULES KNITO MAY MAKE APPLICABLE IN CONNECTION WITH USE OF THE DIGITAL CONTENT, AND KNITO WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY SYSTEM OR PROCEDURE OR OF ANY CUSTOMER TO COMPLY WITH ANY CONTENT USAGE RULES. KNITO RELIES ON COMPLEX SYSTEMS AND PROCESSES. WE STRIVE TO MAKE OUR SYSTEMS AND PROCESSES ERROR-FREE AND EFFICIENT, BUT WE CANNOT GUARANTEE THAT THEY WILL BE, AND WE WILL HAVE NO LIABILITY ARISING FROM SYSTEM OR PROCESS FAILURES, INTERRUPTIONS, INACCURACIES, ERRORS OR LATENCIES.

22 Force Majeure

KNiTO will not be liable to you for any failure or delay in the performance of its obligations under this Agreement caused by any event or circumstance beyond its control, including, but not limited to, denial-of-service attacks, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, epidemic, and labor conditions.

23 General Legal Provisions

Any dispute or claim relating in any way to this Agreement or KNiTO will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Canadian Commercial Arbitration Act applies to this Agreement.

The laws of the Province of Ontario and Federal Laws of Canada, as applicable but without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and KNiTO relating to this Agreement or the Program.

This Agreement may be amended according to Section 15 above. If any provision of this Agreement is held invalid by a court or other tribunal with jurisdiction over the parties to this Agreement, that provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. The parties to this Agreement are independent contractors. Each party will bear its own costs and expenses in performing this Agreement. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the party’s rights to subsequently enforce the provision. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other, except that (a) KNiTO may assign any of its rights and obligations under this Agreement without consent and (b) you may assign all of your rights and obligations under this Agreement to any corporation or other entity without consent in connection with the sale of all or substantially all of your assets, but you must give KNiTO written notice of the assignment no later than ten (10) business days following the assignment. Subject to the foregoing limitation, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, supersedes any and all prior or contemporaneous agreements between the parties with respect to its subject matter, and does not confer upon any other person other than the parties any rights or remedies. You consent to the use of electronic means to complete this Agreement and to provide you with any notices we give you in relation to this Agreement. To be effective, any notice given by a party under this Agreement must be in writing and delivered (i) if by a KNiTO party, via email, via a posting on the Program website or via a message through your Program account, or (ii) if by you to KNiTO, via email to Publish@KNiTO.com. Notices will be effective and deemed received on the date transmitted or posted.