License agreement

This License agreement is offer and accession agreement (hereinafter the “Agreement”) is executed BY AND BETWEEN:

MEDIACUBEWORLDWIDE LTD, a legal entity registered in accordance with the laws of Cyprus under the number HE 401840 (hereinafter referred to as the “Mediacube”),

and

[username] (referred to as the “User”)

WHEREAS:

Mediacube is the copyright holder and owner of the MC Pay platform, as well as other services related to it, and provides assistance in the monetization of intellectual property objects.

The user is the creator or copyright holder of various intellectual property objects.

in consideration of the mutual covenants and agreements contained in this Agreement, it is hereby agreed as follows:

1. INTERPRETATION

In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:

1.1. MC Pay is a mobile app and/or service located at https://mcpay.io/

License Fee – represents the User’s remuneration (Income) paid by Mediacube for the use of the User’s Content, calculated in accordance with the license agreements between the User and Mediacube.

Content – the audio, visual or audio-visual media content which the User owns or controls as uploaded to the Channel on YouTube specified below, and includes all graphics, music (including sound recordings and compositions of such music), sounds, images, photos, animation, artwork, text, data, documentation, labels, tags, information, messages, hypertext, links, script, or other like material included therein or related thereto, and any and all metadata attached or relating to above, and includes hashtags, keywords, thumbnails, attributions, captions, labels, annotations, descriptions, tags, and any other information that is used to identify, label, sort, or present the matter described in all or part of the above.

1.2 All other terms in this Agreement are used in the meaning specified in the agreement posted at https://mcpay.io/api/agreement (“Terms”).

2. LICENSE

2.1. The User grants Mediacube the rights to use the Content under the terms of an exclusive license for the entire duration of this Agreement in the territory of countries around the world.

2.2. The rights under the Agreement are granted for use exclusively on the YouTube platform (hereinafter - Platform).

2.3. Mediacube has the right to grant the rights to the Content by sublicense Google Inc. and its affiliates.

2.4. Mediacube pays the User License Fee in accordance with the Agreement.

2.5. Mediacube, in accordance with the rules of the Platform, has the right to use the Content in the following ways:

- copying, storage, inclusion in databases;

- modification, creation of fragments, framing, creation of new individual works from fragments of content;

- conversion to any electronic format;

- providing and making available to the public, public display, providing the User with the opportunity to view/listen to Content interactively at their request from anywhere and at any time;

- translation of Content into any languages of the world, duplication, dubbing, subtitling of Content in any languages of the world and further use of such Content in the ways provided for by this Agreement; real-time broadcast (online broadcast);

- providing the ability to upload/download Content;

- analysis and creation of algorithms, formation of statistical data based on Content;

- advertising and announcing access to User Content, including using content owned by the Mediacube, as well as advertising and announcing content owned by the Mediacube, using User Content solely for the purpose of traffic exchange; using advertising materials in conjunction with Content, including the use of Sponsored Streaming;

- use of Content in a paid subscription;

- placement of the Mediacube logo when using Content in order to inform Users about the Mediacube;

- use of the Content in the ways described in the Terms of Use of the Platform (including in combination with other content);

- prohibition or permission to use the Content in whole or in part to third parties, including the prohibition to use the Content in the ways provided for in this Agreement.

2.6. The granting of rights, payment of License Fee, as well as the procedure for the execution of the Agreement are also regulated by the Terms.

2.7. The User understands and agrees that all rights granted to Mediacube will be used for further monetization. Mediacube is entitled to use these rights exclusively for the purposes of monetization on the YouTube platform.

3. AI LICENSE

3.1. In addition to the license specified above, the User grants Mediacube at no cost the non-exclusive, worldwide, sublicensable (through multiple tiers to agents and contractors for the purpose of performing services), perpetual, irrevocable, royalty-free right and license to use the Content (incl. metadata [transcripts as available, closed captions as available, date, location, duration, genre, number of subscribers to the channel, total views, number of likes per video, comments (where available) for posted videos, and all other available metadata in an XML format]; ) for the purpose of leading commercial negotiations on training, developing, and improving artificial intelligence (AI) models, including but not limited to machine learning algorithms, natural language processing systems, and other AI-based technologies (“AI Negotiation License”).

Mediacube shall use commercially reasonable efforts to include the Content in proposals for sublicensing with sublicensees, in a manner as Mediacube deems appropriate. The User acknowledges and agrees that Mediacube is entitled to use its reasonable discretion in selecting and presenting the Content to select sublicensees depending on the type of content and other requirements of such sublicensees.

3.2. In case of successful negotiation of monetization of the Content by Mediacube, the User grants Mediacube the non-exclusive, worldwide, sublicensable (through multiple tiers to agents and contractors for the purpose of performing services), perpetual, irrevocable, royalty-free, fully paid-up right and license to use the Content (incl. metadata [transcripts as available, closed captions as available, date, location, duration, genre, number of subscribers to the channel, total views, number of likes per video, comments (where available) for posted videos, and all other available metadata in an XML format]) for the purpose of training, developing, and improving artificial intelligence (AI) models, including but not limited to machine learning algorithms, natural language processing systems, and other AI-based technologies (“AI License”) in the following manner (non-exhaustive list):

Training: reproduce, modify, prepare derivative works based upon, and otherwise use and exploit the Content for purposes relating to the development, training, operation, and use of machine learning and artificial intelligence activities and technologies, including, without limitation, building, training, testing, and tuning models; providing prompts, context, and other inputs when generating outputs (e.g., in connection with retrieval augmented generation, grounding, summarization, and similar techniques); and evaluating model performance and data and output quality; and
Research: (i) reproduce, modify, prepare derivative works based upon, and otherwise use and exploit the Content for purposes relating to conducting, publishing, and presenting research relating to machine learning and artificial intelligence activities, and (ii) distribute and display limited portions of the Content in connection with the publication and presentation of research relating to machine learning and artificial intelligence activities.
Other: use, reproduce, modify, create derivative works of, publicly perform, synchronize in timed relation, display, and otherwise exploit the Content and each element (whether in whole or in part, modified or unmodified) for research and development purposes (including (i) for purposes relating to the development, training, operation, and use of machine learning and artificial intelligence activities and technologies, including, without limitation, building, training, testing, and tuning models; providing prompts, context, and other inputs when generating outputs (e.g., in connection with retrieval augmented generation, grounding, summarization, and similar techniques); and evaluating model performance and data and output quality; and (ii) for data cleaning, data transformation, feature engineering, audio-to-text transcription, and other forms of data preparation, and to select, extract, transcribe, convert, index, and compile transcripts, captions, features, and samples to create, refine, and enhance other datasets, and for biometric processing); use, reproduce, modify, create derivative works of, publicly perform, synchronize in timed relation, display, and otherwise exploit the Content and each element (whether in whole or in part, modified or unmodified) to develop, build, train, test, validate, and improve sublicensees’ developed technologies and products; and use, reproduce, modify, create derivative works of, distribute, publicly perform, synchronize in timed relation, display, and otherwise exploit the Content and each element (whether in whole or in part, modified or unmodified) for any research purpose, including for publication, presentation, demonstration, and/or peer review; and
Sublicensing: negotiate and secure a sublicense of the licenses to an arm’s length third party and receive any form of consideration payable to Mediacube in respect of any sublicense. Without limiting any of foregoing, the sublicensing right provides Mediacube the sole and absolute discretion to negotiate and secure a sublicense, and its resulting revenue, in any form, including revenue consisting of a lump-sum payment, fixed fees, a percentage of revenue or net revenue received from the sublicensee, or any other form or combination whatsoever.

To the extent that the User has or acquires any rights related to the Content (whether current or future, known or unknown) that are legally necessary for Mediacube’s and its sublicensees’ free and fully-unrestricted use or exploitation of their developed technologies but that are not already covered by this Section, Licensor hereby grants to Mediacube a sublicensable, non-exclusive, perpetual and irrevocable, worldwide, royalty-free, fully-paid license under such rights (with the right to sublicense through multiple tiers) to fully exploit these technologies for any purpose whatsoever, whether on a standalone basis or in connection with another product or technology; and any licenses that are perpetual in duration are found to be unenforceable under applicable law, the User grants to Mediacube the same licenses granted to Mediacube under this Agreement, provided that the term of such licenses shall end on the latest expiring IP Rights subject to such licenses.

The User acknowledges that the license to negotiate further monetization of the Content through training, developing, and improving artificial intelligence (AI) models (AI Negotiation License specified in para. 3.1) is granted at no cost. In case User’s Content is chosen for factual monetization, the User will be entitled to a share of the factual Mediacube’s correspondent revenue.

3.3. The scope of the AI Negotiation License and AI License is Content uploaded to the Channel prior to the date of this Agreement as well as any Content uploaded during the term of the Agreement, including the Content subsequently deleted from the public viewing.

3.4. Mediacube and any sublicensees own and may freely exercise during and after the Term of the Agreement all rights, title, and interest in and to all technologies, models, algorithms, products, works, inventions, outputs, data, and other artifacts created, developed, trained, or otherwise resulting from the exercise of the rights and licenses granted in Section 3 of the Agreement (collectively, “Artifacts”), including any outputs resulting from the use of any Artifacts. In no event will Mediacube at any time during or after the Term be required to untrain, delete, modify, or refrain from using, improving, or otherwise exploiting any model or other Artifacts for any reason.

3.5. Nothing in this Agreement limits Mediacube or any sublicensees in ability to take any action with respect to the Content without User’s consent to the extent the action is allowable without a license from the User under Law (e.g., fair use under copyright law, referential use under trademark law, or use under a valid license from a third party).

3.6. Mediacube has no obligations to use any Content provided under this Agreement. The rights and licenses granted in this section of the Agreement extend to copies of any works in the Content, however acquired.

3.7. For the use of the AI License Mediacube will pay the User a reasonable share of Mediacube’s any Net Revenue actually received from its sublicensees by crediting the amount to the User’s account in MC Pay (https://mcpay.io/) no later than the last day of the month following the month in which such revenue was received (i.e. till the end of August for the revenue received in July). The exact amount of remuneration for the grant of AI License will be further communicated to the User per email.

“Net Revenue” means Revenue actually received by Mediacube from a sublicensee less the following amounts charged, levied, paid or payable by Mediacube in relation to such Revenue and not deducted prior to such receipt: (a) taxes (other than income taxes) and other government levies; (b) any costs, fees or expenses which, pursuant to the terms of the sublicense, are to be borne by Mediacube; and (c) any pre-approved costs incurred by Mediacube as may be agreed to by the Parties in writing and in advance. Mediacube shall not be required to make any payments to the User under this Agreement unless and until it actually receives Net Revenue from a sublicensee.

3.8. In addition to other guarantees under this Agreement the User also guarantees:

the Content is not subject to any license or other terms that could require that any Mediacube’s or sublicensee’s property, in whole or in part, be disclosed or distributed in source code form, be licensed for the purpose of making derivative works, or be redistributable at no charge;
Mediacube’s and sublicensees’ exercise of the rights and licenses granted in this Agreement will not infringe, misappropriate, or otherwise violate the rights (including IPRs or privacy rights) of any party, or violate any Laws;
the User has obtained and will maintain at all times all consents, approvals, licenses, and permissions with respect to the Content necessary for the User to perform its obligations and for Mediacube and sublicensees to fully exercise their rights and licenses under this Agreement;
the User will be solely responsible for and has paid or will pay any licensors, co-owners, or other third parties any royalties or other monies due to them in connection with the Content;
the Content is free from any virus, “Trojan horse”, ransomware, or other malicious or harmful code (including any that is intended to trick, poison, or manipulate the outputs of a model).

3.9. Each Party will be responsible for responding to and fulfilling any privacy rights or analogous requests from individuals, where required by applicable law, including Data Protection Legislation. The User shall notify Mediacube immediately if: (A) any individual whose personal information forms part of the Content withdraws consent or otherwise opts-out; (B) an individual’s privacy rights request to the User impacts Mediacube’s ability to process personal information (including, but not limited to, withdrawing consent or opting-out); or (C) the User receives or learns of any complaint, inquiry, investigation, or any other communication relating to an actual or alleged violation of privacy rights or obligations or data security relating to the personal information within the Content or any other deliverable, as applicable. The User will provide Mediacube with reasonable cooperation and assistance in relation to any such communication, including by providing Mediacube with appropriate details of any such communication, investigation of such actual or alleged violation, and information Mediacube needs to further investigate such actual or alleged violation and respond to such communications. If relevant, the User will make available to Mediacube mechanisms to fulfill an individual’s privacy rights request, including the timely provision of required consents, where required by Data Protection Legislation.

3.10. For the purposes of the Section 3 of the Agreement the User hereby waives for themselves for the benefit of Mediacube and its sublicensees all moral rights the User may have in or to the Content. The User hereby represents and warrants that they have obtained the aforesaid moral rights waiver in writing from each and every individual contained, portrayed, or recorded in the Content, and agree to provide Mediacube copies of such waivers upon request.

3.11. Section 3 of the Agreement enters into force within 30 days upon publication of the update in the Agreement, i.e. on 7 August 2025. The User may agree or decline the terms of the Section 3 within the specified period in writing to support@mediacube.io. Further withdrawal from the Section 3 of the Agreement shall be made as a partial termination of the Agreement as per para. 9.1 of the Agreement.

4. GUARANTEES

4.1. The User guarantees that they have copyright and related rights to the Content, and that the rights transferred under this Agreement are free from claims of third parties (copyright, data protection, etc.).

4.2. The User guarantees that they have obtained all necessary consents and permissions regarding personal data, including but not limited to:

Consent from all individuals featured in the Content for its use, distribution, and monetization under this Agreement.
In cases where minors appear in the Content, consent from their parents or legal guardians has been duly obtained in accordance with applicable laws.

The User guarantees its compliance with all applicable data protection laws and regulations, including but not limited to GDPR, CCPA, or any other relevant legislation based on the User’s jurisdiction.

4.3. The User guarantees that they are of legal age sufficient to enter into this Agreement and they do abide by all applicable laws and regulations concerning age restrictions, including but not limited to the legislation of their country of residence.

4.4. The User guarantees that they will not assign or otherwise transfer their obligations under this Agreement, including through the sale or transfer of their YouTube channel, without prior written consent from Mediacube. Any unauthorized assignment shall be considered a material breach of this Agreement, entitling Mediacube to claim damages and terminate this Agreement immediately.

If the User fails to notify Mediacube of the change of ownership over a YouTube Channel, they shall indemnify Mediacube from any legal claims, disputes, or liabilities from the new owner of the Content.

4.5. Mediacube guarantees that the rights transferred will be used only within the framework of this Agreement.

4.6. Mediacube guarantees that when using the Content, its distortions or other actions capable of harming the User will not be allowed.

4.7. The Parties acknowledge that they enter into this Agreement relying on the unconditional validity and truthfulness of the guarantees given in this section.

5. RIGHTS AND OBLIGATIONS

5.1. Mediacube

5.1.1. the right to make changes to the terms of the Agreement unilaterally and post a new version of the Agreement in the Personal Account. The User undertakes to monitor such changes independently.

5.1.2. it is not entitled to make changes to clauses 5.5, 5.6 and 8.1 of the Agreement without the consent of the User.

5.1.3. has the right to terminate the Agreement unilaterally by notifying the User. The date of termination will be the date of sending of the notification.

5.1.4. is obliged to provide technical and informational support of the User.

5.2. User

5.2.1. Bears the rights and performs the duties in accordance with the agreement specified in clause 1.2.

5.2.2. Has the right to terminate the Agreement by sending a notification 30 days before the date of termination.

6. CONSIDERATION

6.1. Payments are made in US dollars. The Currency of the Agreement is US Dollars.

6.2. Mediacube pays License Fee to the User by crediting it to the Personal account in MC Pay.

6.3. In order to pay the License Fee, the User must register with MC Pay.

6.4. After registering using MC Pay in the Personal Account User with the help of the Profile Balance, gets access to tracking the amounts of License Fee.

6.5. Link to the YouTube channel in respect of which License Fee is generated:

[Youtube channel link]

6.6. Mediacube credits to the Profile Balance:

6.6.1. ___% of Ads Revenue;

6.6.2. ___% of YouTube Premium revenue;

6.6.3. ___% of AdsClaimedViewsrevenue;

6.6.4. ___% of YouTube Premium Claimed Views revenue;

6.6.5. ___% of Sponsorships;

6.6.6. ___% of Superchat;

6.6.7. ___% of YouTube Shorts;

6.6.8. ___% of Other YouTube Revenue as set out in clause 5.11.

6.7. License Fee is calculated solely on the basis of the Platform’s reporting and (or) on the basis of concluded Mediacube contracts with third parties.

6.8. The terms of crediting of the License Fee to Personal Account are specified in the Personal Account and depend on the tariff chosen by the User, but no later than the last day of the month following the reporting one.

6.9. Payment of the License Fee to the User is made within 10 (ten) banking days after the User clicks the button “Withdraw” in the Personal Account of MC Pay. When crediting funds to the User through Profile Credits, Mediacube has the right to charge an additional commission.

6.10. All expenses related to bank transfer (bank commissions for transfer, conversion, etc.), as well as expenses incurred by Mediacube as a result of making a transfer using electronic payment systems, fees, taxes are deducted from the User's remuneration. All taxes established by the legislation of User registration are paid by the User in the state of their registration independently.

6.11. Other YouTube Revenue could include YouTube Shorts Revenue Fund, YouTube Shorts Bonus, YouTube Product Tagging Revenue and any other income from YouTube, which are not specified above.

7. MISCELLANEOUS

7.1. Notices

Any notification pursuant to the present Agreement shall be sent by registered courier or email and is deemed received on the date

received by the User when delivered by a registered courier,
sent by Mediacube when delivered by email.

7.2. Confidentiality

The Parties shall keep strict confidence on financial, commercial and other kind of information received from each other further to the execution hereof and shall take all necessary precautions to avoid divulgence of the obtained information, it being understood that such information may be disclosed to the tax and other competent authorities of the relevant countries for the Parties, as well as to their professional legal advisers and accountants.

7.3. Severability

The unenforceability or invalidity of any clause, sub-clause, section or provision of this Agreement shall not affect the enforceability or validity of the rest of this Agreement.

7.4. Part of the Agreement

The Agreement is an integral part of the Terms and everything that is not regulated by this Agreement is governed by the Terms.

7.5. New conditions

This Agreement is a complete and exhaustive document regulating the relations of the Parties on the issues of Content monetization. From the moment of acceptance of this Agreement, all previous oral and written Agreements between the Parties are deemed invalid and/or terminated (including any public offers, additional agreements and other agreements related to the provision of services to the User). Using MC Pay means that the User agrees to all the terms of the Agreement. The current version of this Agreement is posted in the User's Personal Account.

8. GOVERNING LAW

8.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus.

8.2. All disputes are subject to consideration at the location of Mediacube.

9. DURATION

9.1. The Agreement comes into force from the moment of User acceptance and is valid for 1 (one) month.

If the User does not notify Mediacube of its intention to terminate the Agreement 30 days before its expiration date, it will be extended for the next 2 months under the same conditions for an unlimited number of times.

IN WITNESS WHEREOF, the User accepted the terms of the Agreement on the date specified above.

Date of accession - [date]