Content Creator Bonus Agreement

This content creator bonus agreement (the “Agreement”), effective as of March 5^th, 2024 (the “Commencement Date”), is made and entered into by and between;

User that is registering on the platform to be part of the content creator program developed by the platform.

(hereinafter, the “First Party”)

and

Million ME FZ LLC, a company organized under the laws of Ras Al Khaimah Economic Zone, trade license No. 17002264, having its registered address at FBC51381, Compass Building, Al Shohada Road, Al Hamra Industrial Zone-FZ, Ras Al Khaimah, United Arab Emirates, PO BOX 72184, Dubai, United Arab Emirates, represented by its CEO, Mr. Julien Hawari;

(hereinafter, the “Second Party“)

The First Party and the Second Party are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

Preamble

Whereas, the First Party is either a content creator, talent or Influencer with followers on various social media platforms; and

Whereas, Million ME is the company managing the Million platform (the “Platform” or “Million”) in the Middle East and North Africa. Million, which is further defined below and in the Terms of Use, is a platform and application focused on monetizing content and audience for content creators; and

Whereas, the Second Party has invited the First Party to onboard on the Platform under favorable special terms, in order to monetize its audience and content; and

Whereas, the First Party has represented that it has the required skills and resources to provide high engagement, qualitative and exclusive content; and

Whereas, for the purposes set forth above, the Parties have decided to enter into this Agreement, which sets forth the rights and obligations of the Parties.

NOW, THEREFORE THE PARTIES AGREED ON THE BELOW:

Definitions

Unless otherwise defined in this Agreement, including its preamble, capitalized words and expressions shall have the meaning ascribed to them in the Terms of Use of the Platform, it being specified that the following definitions are solely provided for the sake of convenience:

Exclusive Channel is the channel dedicated to a person in which all its exclusive content appears.

Content Creators means users that produce content and share it on the platform or on any other social media platform.

Exclusive Content means content that is published only on the Exclusive Channel, or that is published first on the Exclusive Channel with a minimum of 7 (seven) days before being posted on other channels, media or other social media.

Feed is the wall of content where the algorithm will expose content that the user showed interest in.

Follower Base refers to the number of users/fans in the First Party’s social platforms’ accounts.

Free Channel is the channel on which all free to see posts appear.

Hard Launch Date is a date set by the Second Party on which the use of the Platform is officially opened to the public. The date is set for March 5^th, 2024.

Million is a social media platform and App solution uniquely designed to enhance, optimize and monetize the social content uploaded by the content creator. The Platform is designed to help content creators achieve closer connection with their fanbase and better monetize their audience and their content.

MILZ is the Million token, a unit of value. It is issued by the Platform in order to be spent on the Platform or converted into its counterpart in US Dollars, or stable coin through the Platform.

Monetization is the process in which Content Creators transform their content into money (monetizing their content & their audience).

Net Sale is the total amount of revenue generated from a sale after deducting discounts, customer returns, taxes and other deductions.

Onboarding means integrating a new talent/celebrity/influencer to the Platform, registering them to the Platform, providing the talent with all necessary instructions and the right information needed to become a productive member of the Platform, and having the talent complete the necessary KYC and/or regulatory government disclosures.

Pay Per Post option, allow content creators to post premium content on the Platform and to charge users to see this particular content. Such content is released separately from other content (in particular, without limitation, from the Exclusive Content) and can be subscribed separately and seen aside.

 

1. TERMS OF USE OF THE PLATFORM

Reference is made to the Terms of Use of the Platform, which are deemed to form part of this Agreement to which they are incorporated by reference.

It is expressly understood between the Parties that this Agreement only provides for favorable special terms granted to the First Party as incentive and that, unless expressly otherwise specified in this Agreement, the provisions of the Terms of Use shall apply to the relationship between the Parties and the use of the Platform.

2. ONBOARDING

a. The First Party accepts to be part of the Platform, and the Second Party accepts to onboard the First Party under the favorable regime herein specified, subject to the conditions and in accordance with the terms of the Agreement.

b. The First Party hereby recognizes and agrees that Article 6 hereof does not define in a detailed manner the works and services to be carried out in order to achieve the tasks indicated therein, nor does it describe the manner in which such tasks shall be carried out. The First Party’s duties under this Agreement shall include the performance of all works and services necessary to provide the agreed services. It is expressly understood and agreed upon by the First Party that all such works and services shall be deemed to be part of the scope of the services to be carried out by the First Party under this Agreement.

3. FIRST POSTS

The First Party shall, on the Hard Launch Date, start posting on the Platform at the agreed weekly pace provided in this Agreement.

4. TERM OF THE AGREEMENT

a. This Agreement will commence on the Commencement Date and will continue in full force and effect until its first anniversary date (the ”Term”), unless terminated earlier pursuant to the provisions of this Agreement.

b. The First Party shall not be entitled to any indemnity, damages or amounts of any nature whatsoever as a result of the expiry or termination of this Agreement.

5. RENEWAL

This Agreement shall not be subject to renewal.

6. ROLES AND RESPONSIBILITIES

A. First Party

The First Party’s main roles and responsibilities shall be as follows:

a. Follow the onboarding process and create their profile on the Platform;

b. Post regularly on the Platform in the Exclusive Channel and in the Free Channel:

i. Frequency of posting is agreed to be at least 3 times per week,
ii. Posting on Free Channel needs to be a minimum of 1 posts a week,
iii. Posting of Exclusive Content in the Exclusive Channel needs to be a minimum of 1 posts a week,
iv. During the holiday period (30 days a year) posting can be reduced or paused depending on the content strategy of the First Party,
v. Exclusive Content is shared first on Million and can be shared to other platforms following a minimum lockout period of 7 days,
vi. Free content is shared first on Million and can be shared to other platforms following a minimum lockout period of 1 (one) hour;

c. Import fans from other social media platforms through posting announcements, inviting them to join their Exclusive Channel;

d. Have his/her name and profile shared on the Platform and other promotional channels and campaigns that are aimed to increase usage of the Platform;

e. Announce on other platforms his/her presence on the Million Platform, only using the Second Party’s approved logo, videos, collaterals that are available in the First Party’s private space in the Platform;

f. Reach monthly 2,000 (two thousand) paid subscribers or within six months of the Hard Launch Date a cumulative paid subscriber base of 12,000 (twelve thousand) as defined in Appendix 1.

Without prejudice to the foregoing, the First Party more generally undertakes and agrees to:

a. Perform its obligations under the Agreement conscientiously and to the best of its ability;

b. Perform its obligations in accordance with the timetable agreed upon between the Parties;

c. Neither allow nor enable, nor authorize any third party to generate automated, fraudulent or otherwise invalid traffic, actions; Always act, in respect of any matter relating to this Agreement, as a faithful adviser to the Second Party, and at all times exert its best efforts to support and safeguard the Second Party’s legitimate interests.

For the sake of convenience, the following restrictions on content, further defined in the Terms of Use, are hereby recalled:

• Dangerous acts and challenges
• Suicide, self-harm, and disordered eating
• Adult nudity and sexual activities
• Bullying and harassment
• Hateful behavior
• Violent extremism
• Posting content that is not fully owned by the First Party or without all necessary authorizations
• Illegal activities and regulated goods
• Violent and graphic content
• Copyright and trademark infringement
• Platform security restrictions

B. Second Party

The Second Party’s roles and responsibilities shall be as follows:

a. Ensuring that the payment to the First Party is processed on due date;

b. Providing the First Party with the necessary solutions, technology, tools, processes, guidelines and advice to help increase their Monetization.

7. FAVORABLE COMMISSION FEE

a. In consideration of the services provided under this Agreement by the First Party, the latter shall receive during the Term of this Agreement a favorable commission fee equal to 70% (seventy per cent) of the Net Sales generated on the Platform, instead of the 60% (sixty per cent) commission fee provided in the Terms of Use.

b. For the sake of convenience, it is hereby recalled that the Net Sales giving rise to the First Party’s commission fee are defined in the Terms of Use and come from:

• Subscriptions: These are the money paid by users to subscribe to the content of the First Party’s Exclusive Channel.
• Pay Per View: These revenues come from users willing to pay to see a specific post.
• Tickets: Sales of event tickets on the Platform.
• NFT: Sales of NFT on the Platform.
• Merchandising: Production and sale of merchandising, digital products produced or spruced by the First Party on the Platform and sold on the First Party’s Exclusive Channel.
• E-commerce: Sales of e-commerce products for the First Party on the Platform.

8. BONUS PROGRAM

In order to further incentivize the First Party, accelerate its revenue growth on the Platform, ensure consistent posting, engagement and uploading of content on the Platform, the Second Party agrees to grant a special bonus (the “Bonus”) to the First Party on the basis and subject to the terms defined below:

Bonus: the First Party is granted 111,111 (one hundred eleven thousand and one hundred eleven) MILZ.

Locked-in Period: The Bonus will be deposited in the First Party’s wallet on the Platform, on the Hard Launch Date, and will be locked-in for a period of 6 (six) months before it can be released to be used by the First Party. The Bonus shall vest over such period of 6 (six) months from the Hard Launch Date, subject to achievement of the below milestones.

Duration: The bonus program ends with the end of the locked-in period.

Milestones: To ensure release of the Bonus, the First Party shall achieve the milestones in accordance with the provisions of Appendix 1 hereto and the following principles:

What will make the Bonus vest?
As a general principle:

• The number of MILZ will vest with engagement (the more the First Party posts and engages on the Platform, the more MILZ will vest), and
• The more the First Party converts followers from other platforms to Million, the more his/her MILZ will vest.

What will make the Bonus decrease?
The Bonus is granted in order to incentivize the First Party to generate engagement subscriptions and interest. Accordingly, the Bonus will not vest and will decrease as follows in case of occurrence of the following events where the First Party:

a. Did not engage on the Platform and perform the minimum number of posts provided in the paragraph entitled “Negative Events” of Appendix 1 hereto.

b. Did not deliver on promises made to fans (for example, when the First Party promises rewards to fans, such as access to backstage, tickets to an event, exclusive release of a song etc.).

c. Stopped engaging with fans for more than 10 (ten) consecutive days (if subscribers waits for content and the First Party suddenly stops posting for more than 10 days, the Second Party will have to refund such fans and will deduct a number of MILZ equivalent to such refund from the First Party’s Bonus to be fair and credible towards subscribers);

d. Does not actively foster the migration of fans to the Platform (for example, if the First Party does not announce on other platforms his/her presence on Million and encourage fans to download the Platform application to get access to exclusive content); or

e. Does not reach the subscribers threshold as provided in Appendix 1 hereto. The table provided in Appendix 1 hereto sets out the number of MILZ by which the Bonus is reduced for not reaching each monthly threshold.

9. PAYMENTS

a. In the event the Second Party finds out, or suspects, any invalid or fraudulent actions, the Second Party shall be entitled to withhold any payment that would otherwise be owed to the First Party, and to recuperate from the First Party any payments previously made that are attributable to said fraudulent activity, including, for the avoidance of doubt, by way of set off.

b. In the event of a dispute between the Parties, the Second Party shall be entitled to withhold the disputed payment hereunder until resolution of such dispute.

c. The Second Party shall not be liable to the First Party for any payment in connection with this Agreement other than the commission fee provided in article 7 and the Bonus provided in article 8 hereof.

10. TERMINATION

a. Either Party may terminate this Agreement with immediate effect by serving the other Party a written notice of termination, in the following events:

1. if the other Party commits any (i) material breach of this Agreement or (ii) persistent breaches not remedied within ten (10) days after receipt of written notice specifying the breach;

2. if the other Party acts or fails to act in a manner calculated or likely to bring the terminating Party or any of its affiliates into disrepute; or

3. if any distress, execution or other process is levied upon any of the assets of the other Party rendering such Party as insolvent or bankrupt as attested by a court of law of relevant jurisdiction.

11. APPLICABLE LAW AND JURISDICTION

a. This Agreement is governed by, construed, interpreted and performed in accordance with the laws of England and Wales, without reference to conflict of law principles.

b. In the event of a dispute arising out of or in connection with this Agreement, the Parties shall submit their dispute to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre.

12. MISCELLANEOUS PROVISIONS

12.1. Costs and Expenses

All costs and expenses incurred by any Party in relation to this Agreement shall be borne in full by such Party.

12.2. Amendments to this Agreement

This Agreement may not be validly amended without the prior written Agreement of each Party.

12.3. Relationship between the Parties

Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, agency, trust or other association of any kind, nor shall a Party be considered to be a representative of the other Party in any respect, each Party being individually responsible for its own obligations as set forth in this Agreement. Neither Party is granted the authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other Party, nor to bind the other Party in any manner whatsoever.

12.4. Notices

a. Unless otherwise provided in this Agreement, any notices to be sent pursuant to the provisions of this Agreement shall be in writing in the English language and shall be validly delivered if delivered by hand against receipt, or sent by courier or registered mail with acknowledgement of receipt, to the other Party at its address first above written.

b. Each Party may change its address by notifying the other Party of such change in accordance with the provisions of this section.

12.5. Severability

If the whole or any part of anyone or more provisions of this Agreement are or become invalid or unenforceable, all the other provisions of this Agreement shall remain in full force and effect and the Parties shall negotiate in good faith to agree and implement one or more substitute provisions having similar effect.

12.6. Waivers

No failure or delay by either Party in exercising any right, power or privilege provided in this Agreement shall operate as a waiver, nor shall any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.

12.7. Assignment

a. The First Party shall not have the right to assign or transfer any of its rights and/or obligations under this Agreement to another party without the prior written consent of the Second Party.

b. The Second Party shall have the right to assign or transfer this Agreement and/or any of its rights and/or obligations thereunder to any person or entity.

12.8. Entire Agreement and Superseding Effect

Without prejudice to the provisions of article 1 [Terms of Use of the Platform] hereof, this Agreement constitutes the entire agreement between the Parties in respect of the incentive scheme granted to the First Party and supersedes and replaces any prior or contemporaneous agreement or communication between the Parties pertaining to the specific subject hereof.

12.9. Survival

Termination or expiry of this Agreement shall not affect any legal rights which have already accrued to a Party and the provisions of Sections 9, 10, 11, 12.9, 12.10, 12.12 and 12.13 hereunder shall survive any termination or expiry of this Agreement.

12.10. Confidential Information

a. Neither Party shall disclose, or cause, or permit (whether willingly or through failure to exercise due care and diligence) any unauthorized disclosure of any Confidential Information to any third party. “Confidential Information” shall include, without limitation, any information relating to research projects, trade secrets, details of celebrities/talents or suppliers business strategy, marketing, tenders, price sensitive information, data, technology, ideas, information concerning this Agreement, and information concerning a Party’s intellectual property and know-how.

b. The First Party hereby acknowledges and agrees that the Second Party shall be the sole and exclusive owner of its Confidential Information. The First Party hereby irrevocably and unconditionally undertake that it shall (a) keep the Confidential Information secret, (b) use it exclusively for the purpose of performing its obligations under this Agreement, and (c) not disclose or reveal any Confidential Information to any third party without the Second Party’s prior written consent.

c. The obligations contained in this article relating to confidentiality shall continue in full force and effect for a period of 15 (fifteen) years after the expiry or termination of this Agreement.

d. Publicity and Public Announcements: The First Party shall not, without the prior written consent of the Second Party, reveal this Agreement to any third party and/or refer to this Agreement in marketing or advertising documents or campaigns. News releases and/or public announcements referring to this Agreement or any other provision of this Agreement shall not be made by the First Party without the prior written consent of the Second Party.

12.11. Force Majeure

a. For the purposes of this Agreement, “Force Majeure” means an event which is beyond the reasonable control of a Party and which makes a Party’s performance of its obligations under the Agreement impossible, but not including, in any case, any event caused by negligence or wilful misconduct of such Party.

b. The failure of a Party to fulfil any of its obligations under the Agreement shall not be considered to be a breach of, or default under, this Agreement insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event (a) has taken all reasonable precautions, due care and reasonable alternative measures in order to carry out the terms and conditions of this Agreement, and (b) has informed the other Party as soon as possible about the occurrence of such event.

c. Any period within which a Party shall, pursuant to this Agreement, complete any action or task, shall be extended for a period equal to the time during which such Party was unable to perform such action as a result of Force Majeure, provided that such extension shall not exceed 30 (thirteen) days.

12.12. Indemnification and warranty

a. The First Party agrees to indemnify and hold the Second Party, its shareholders, directors, officers, employees, agents, consultants, advisors, subsidiaries, and affiliates, harmless against any and all third party civil and criminal claims, liabilities, judgments and/or penalties arising out of, or related to, breach of contract and/or tort (including negligence) attributable to the First Party.

b. The Second Party shall not be liable to the First Party for any loss of profit (be it incidental or punitive), or consequential damages howsoever arising in connection with the subject of the Agreement. The First Party irrevocably waives all rights to seek injunctive or other equitable relief and agrees to limit its claims to claims for monetary damages, if applicable. It is understood and agreed between the Parties that the Second Party’s aggregate liability for any cause of action arising from, or related to, the Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, shall not exceed the amounts paid to the First Party under the Agreement during the preceding 5 (five) months at the date of the claim.

12.13. Intellectual Property

a. Nothing contained in this Agreement will grant to or create in the First Party, either expressly or impliedly, any right, title, interest or license or otherwise in or to the intellectual property of the Second Party.

b. Without limiting the generality of the foregoing, the Parties hereby acknowledge that the performance of this Agreement may result in the creation of certain intellectual property rights. The First Party hereby irrevocably acknowledges and agrees that the Second Party shall be the sole and exclusive owner of, and shall have full title to, such intellectual property rights, upon their creation.

 

APPENDIX 1- Milestones

 

Subscriber Threshold

This is the minimum number of subscribers the First Party must have as cumulative active subscribers on the Platform under Article 8 [Bonus Program] hereof. Active subscribers are subscribers that complete a full month cycle.

The First Party’s subscriber threshold number is 12,000 (twelve thousand).

The minimum price of subscription per month should be 3 USD (three US dollars).

Negative Events

As provided in article 8 [Bonus Program] hereof, certain actions will reduce the number of MILZ vesting as Bonus in the First Party. Calculation is performed on a monthly basis, on the last business day of each month, and is reflected on the number of MILZ of the Bonus on the first business day of the following month.

The negative events and the respective number of MILZ deducted from the First Party’s Bonus will be as follows:

• No posting/interaction for over 5 days = – 5,000 MILZ (fife thousand MILZ)
• No exclusive content posting over 5 days = – 3,000 MILZ (three thousand MILZ)

Not reaching the subscription threshold

As provided in Article 8 [Bonus Program] hereof, the below table shows the percentage that is deducted from the Bonus in relation to the variation from the subscription threshold number.

Below a cumulative number of 6,000 (six thousand) paid subscribers, no bonus is paid.

The below table illustrates the number of MILZ that is deducted from the Bonus in relation to the variation from the subscription threshold number.

Below 6,000 cumulative paid subscribers you do not get a bonus.

Example: You generated 1,600 subscribers per month. The total over 6 months is 1,600 x 6 = 9,600 paid subscribers. You will be entitled to get a bonus of 88,888 Milz.

Notes:

• Subscriber Threshold: 2,000 subscribers per month or over six months a minimum 12,000 cumulative active subscribers required for Bonus Program to maintain 100% of bonus
• Active Subscribers: Subscribers who complete a full month cycle
• Minimum Subscription Price per month: 3 USD
• Reduction of MILZ: Certain actions reduce the MILZ vesting
• Locked-in Period: 6 months before Bonus can be released