Author Agreement

1.1 "Author Content" means any book, manuscript, article, outline, dataset, image, recording, or other educational or written material that you submit, upload, or otherwise make available to the Platform, together with all edits and revisions you make to it.

1.2 "Course" means a unit of instruction published on the Platform and made available to Students, consisting of Generated Materials derived from your Author Content.

1.3 "Generated Materials" means all course outlines, session plans, lectures, lesson scripts, reading lists, session notes, summaries, assessments, videos, quizzes, discussion prompts, instructor guides, and other materials produced by or through the Platform from Author Content, in each case including any version modified or approved by you.

1.4 "Membership" means a free or paid plan through which a Student obtains course slots, Course previews, and other access to the Platform.

1.5 "Royalties" means the amounts credited to you under Section 7.1, and "Royalty Schedule" means the royalty events, rates, eligibility conditions, and limits published in your author dashboard or otherwise notified to you by Cavua, as updated from time to time under Section 7.1.

1.6 "Platform" means Cavua's software-as-a-service platform, websites, applications, APIs, and related services.

1.7 "Platform Technology" means the Platform and all software, models, model weights, prompts, prompt templates, pipelines, workflows, methodologies, know-how, user interfaces, designs, documentation, trademarks, service marks, logos, and trade dress owned or licensed by Cavua, and all improvements to and derivative works of any of the foregoing.

1.8 "Student" means an end user who enrolls in, or otherwise obtains authorized access to, a Course, including by placing it in a course slot under a Membership.

1.9 "Term" has the meaning given in Section 14.1.

2.1 Invitation-Only Model. Cavua operates an invitation-only author model. Access to author publishing capabilities is granted exclusively to individuals, organizations, and educational institutions personally selected and invited by Cavua following an assessment of credentials, reputation, and the authenticity of published works. There is no open public registration for authors.

2.2 Managed Onboarding. Onboarding is completed through a managed process coordinated by the Cavua team, during which your identity, credentials, and content rights will be verified before your account is activated for publishing. Cavua may decline to activate, or may deactivate, any account in its sole discretion.

2.3 Eligibility. You represent that you are (a) at least eighteen (18) years of age, and (b) an individual resident in, or an entity organized under the laws of, the United States. Cavua does not currently onboard authors outside the United States. If you are entering into this Agreement on behalf of an entity, you represent that you have authority to bind that entity, and "Author" refers to that entity.

2.4 Accuracy of Information. You represent and warrant that all information provided during and following onboarding is accurate, complete, and not misleading, and you agree to keep it current.

3.1 Ownership Retained. As between you and Cavua, you retain all right, title, and interest in and to your Author Content, including all copyrights. Nothing in this Agreement transfers ownership of Author Content to Cavua.

3.2 License Grant. You grant Cavua a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable license, during the Term and any wind-down period described in Section 14.4, to host, store, reproduce, process, analyze, adapt, modify, translate, and prepare derivative works from your Author Content, and to reproduce, distribute, publicly perform, publicly display, and transmit the resulting Generated Materials, in each case solely for the purposes of creating, hosting, delivering, marketing, and supporting Courses on the Platform. You acknowledge that this license expressly includes the right to prepare derivative works under 17 U.S.C. § 106(2).

3.3 Sublicensing. Cavua may sublicense the rights in Section 3.2 to its hosting providers, model providers, content delivery networks, and other service providers acting on Cavua's behalf, and to Students solely as necessary to deliver Courses.

3.4 No Exclusivity. This Agreement is non-exclusive. You remain free to publish, license, sell, or otherwise exploit your Author Content through any other channel, in any medium, at any time, subject only to Section 6.

3.5 No Print or Publishing Rights. This Agreement grants Cavua no publishing, print, audiobook, translation, or distribution rights in your Author Content in its original form outside of the Platform.

4.1 Inference-Only Processing. Cavua will process your Author Content solely to generate, deliver, and support Courses based on your Author Content. Cavua will not use your Author Content to train, fine-tune, retrain, or otherwise improve any general-purpose artificial intelligence or machine learning model, and will not use your Author Content to generate courses or materials for any other author.

4.2 Model Providers. Cavua may transmit Author Content to third-party model providers and other subprocessors for the purpose of inference. Cavua will use commercially reasonable efforts to contract with such providers on terms that prohibit the use of Author Content for model training.

4.3 Operational Data. Notwithstanding Section 4.1, Cavua may collect, use, and retain aggregated, de-identified, or statistical data derived from operation of the Platform (including usage, performance, and quality metrics) that does not identify you or reproduce your Author Content, for any lawful business purpose, including improving the Platform.

4.4 AI Disclosure. You acknowledge that Cavua may disclose to Students that Course materials were generated with the assistance of artificial intelligence, and you consent to such disclosure.

4.5 Retention. Cavua may retain Author Content for the period described in the Privacy Policy and as necessary to comply with law, resolve disputes, and enforce this Agreement.

5.1 Generation Pipeline. Upon submission of Author Content, Cavua will process it through a proprietary AI-powered pipeline that extracts structure (e.g., chapters, lessons, topics) and generates corresponding Course content.

5.2 Outline Approval Gate. You are required to review and confirm the AI-generated course outline before content generation proceeds. Generation will not proceed without your confirmation, except that if you choose in your author dashboard to approve outlines automatically, that setting constitutes your confirmation of each outline generated while it is enabled.

5.3 Author Review and Approval. You will have the ability to edit, reorder, and approve all Course content, assessments, and supporting materials before a Course is made available to Students. You are solely responsible for reviewing all Generated Materials before publication. By publishing a Course, you represent that you have reviewed the Generated Materials and that they are, to the best of your knowledge, accurate, appropriate for their intended audience, and compliant with this Agreement and the Acceptable Use Policy.

5.4 No Course Pricing. Courses are not sold individually, and you do not set a price for any Course. Students access Courses through Memberships, and Cavua sets, in its sole discretion, the prices, plans, course-slot allocations, previews, allowances, and all other terms on which Students access the Platform and your Courses.

5.5 Promotions. Cavua may offer Memberships at discounted or promotional prices, including free or gifted Memberships, and may feature your Courses in the Platform's catalog, previews, and marketing. Royalties are earned only as set out in the Royalty Schedule, which may exclude enrollments by Students on free, gifted, or promotional Memberships.

5.6 Course Previews. Cavua may make a limited portion of any Course, such as its first chapter, available to Students as a preview, including Students on a free Membership. Previews generate no Royalties. All other terms of this Agreement, including, without limitation, Sections 6, 8, and 9, apply to previews.

5.7 Author Fees. Course generation is a paid service. Before Cavua processes your Author Content into a Course, you must hold an upload token for the size class of that Author Content, which Cavua determines from its page count. An upload token for a larger size class may be used for smaller Author Content, but not the reverse. Upload tokens, author subscription plans, and other author services, such as AI tutor listing and guided setup and fact-check sweeps, are offered at the prices displayed in your author dashboard at the time of purchase. Author subscription plans renew automatically at the end of each billing period until cancelled, may provide discounted rates, generation queue priority, research allowances, and other benefits described at purchase, and when cancelled remain in effect until the end of the current billing period. All fees are payable in advance, in U.S. dollars, through Cavua's payment processor, and are non-refundable except as stated in this Section or required by law. Where generation of a Course fails for reasons attributable to Cavua, Cavua will restore the upload token used, and Cavua may, in its discretion, restore an upload token in other circumstances. Upload tokens do not expire, have no cash value, are non-transferable, and may be used only for course generation on the Platform. You are responsible for any taxes on fees you pay.

5.8 Author Tutor. Where Cavua offers it, you may choose to create an AI tutor that uses your appearance and voice (an "Author Tutor"). To do so you will provide video and audio recordings of yourself, including a recorded consent statement, which Cavua and its service providers, including Tavus and ElevenLabs, use to create a digital replica of your appearance and a synthetic copy of your voice. You grant Cavua a non-exclusive, worldwide, royalty-free license, during the Term, to create, host, and use your Author Tutor, and to display and perform it to Students, solely to deliver AI tutoring in connection with your Courses and the Platform and to promote it on the Platform. Students may be charged to unlock your Author Tutor, and you may earn Royalties for tutor time as set out in the Royalty Schedule. Statements made by your Author Tutor are generated by artificial intelligence, are not statements by you, and will be identified to Students as AI-generated. You may ask Cavua to withdraw your Author Tutor at any time. On withdrawal, or on termination of this Agreement, Cavua will stop offering your Author Tutor and will delete, or instruct its service providers to delete, the replica, voice model, and source recordings within a reasonable time, except as needed to comply with law or resolve a dispute.

6.1 Cavua Ownership. As between you and Cavua, Cavua owns all right, title, and interest in and to the Generated Materials, including all copyrights in the new expression contained in them, subject at all times to your retained rights in the underlying Author Content. You hereby assign to Cavua all right, title, and interest you may acquire, by operation of law or otherwise, in the Generated Materials, and agree to execute such further documents as Cavua may reasonably request to perfect that assignment.

6.2 Nature of the Rights. You acknowledge and agree that (a) the Generated Materials are derivative works of your Author Content; (b) under 17 U.S.C. § 103(b), Cavua's copyright in the Generated Materials extends only to the material contributed by or through the Platform and confers no rights in your Author Content; and (c) accordingly, neither party may lawfully exploit the Generated Materials without rights held by the other. Each party agrees not to exploit the Generated Materials except as expressly permitted by this Agreement.

6.3 Author's Platform License. Subject to your compliance with this Agreement, Cavua grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, during the Term, to access, view, edit, and use the Generated Materials solely within the Platform and solely in connection with your own Courses. No other license is granted, by implication, estoppel, or otherwise.

6.4 Restrictions. Except as expressly permitted by Section 6.6 or by a separate written agreement signed by Cavua, you will not, and will not permit any third party to: (a) copy, download, export, print, screenshot, record, transcribe, scrape, or otherwise extract the Generated Materials from the Platform, in whole or in part, other than incidental copies made automatically by your browser in the ordinary course of authorized access; (b) use, reproduce, distribute, publicly perform, publicly display, sell, license, or sublicense the Generated Materials outside the Platform; (c) prepare derivative works of the Generated Materials outside the Platform; (d) use the Generated Materials, or any output of the Platform, to train, fine-tune, or evaluate any artificial intelligence or machine learning model; (e) use the Generated Materials or the Platform to develop, market, or operate any product or service that competes with the Platform; (f) use any automated means to access the Platform or bulk-retrieve content from it; or (g) remove, obscure, or alter any proprietary notice. This Section 6.4 survives expiration or termination of this Agreement.

6.5 Nothing Limits Your Author Content. For the avoidance of doubt, Section 6.4 does not restrict your use of your own Author Content in any way. You may republish, adapt, license, and exploit your Author Content freely, including by creating your own course materials independently of the Platform.

6.6 Optional Export License. Cavua may, in its sole discretion, offer you the opportunity to purchase an export license for one or more of your Courses. Upon Cavua's written confirmation of your purchase and Cavua's receipt of the applicable fee set forth in the account dashboard, Cavua grants you a perpetual, non-exclusive, non-transferable, non-sublicensable license to reproduce, distribute, publicly perform, publicly display, and prepare derivative works from the specified Generated Materials outside the Platform. The export license: (a) does not transfer ownership of the Generated Materials or any Platform Technology; (b) does not terminate, limit, or affect Cavua's license under Section 3.2 or Cavua's ownership under Section 6.1; (c) confers no right to use Cavua's trademarks or to represent that any resulting product is affiliated with or endorsed by Cavua; and (d) is granted AS IS, without warranty of any kind. Cavua is under no obligation to offer an export license, and may condition, price, or withdraw the offer at its discretion.

6.7 Cavua Intellectual Property. All Platform Technology is and remains the exclusive property of Cavua and its licensors. This Agreement grants you no license to Platform Technology except the limited access rights expressly described in Section 6.3. You may not use Cavua's name, trademarks, service marks, logos, or trade dress for any purpose without Cavua's prior written permission, which Cavua may withhold in its sole discretion.

6.8 Feedback. If you provide Cavua with suggestions, ideas, or feedback regarding the Platform, you grant Cavua a perpetual, irrevocable, worldwide, royalty-free license to use and exploit that feedback without restriction or compensation.

7.1 Royalties. In consideration of the licenses you grant in this Agreement, Cavua will credit Royalties to you for qualifying events relating to your Courses, at the rates set out in the Royalty Schedule. As of the Effective Date, the Royalty Schedule provides for: (a) a new-enrollment royalty when a Student with a paid Membership first places your Course in a course slot; (b) a recurring royalty for each later Membership billing period in which that Student keeps your Course in an active course slot; (c) a completion royalty when a Student completes your Course and earns its certificate; and (d) where you have an Author Tutor, a tutor-time royalty for time Students spend in video sessions with it. The Royalty Schedule may impose eligibility conditions and limits, including that new-enrollment royalties are capped for each Student in each billing period at that Student's number of course slots, that each royalty is earned only once for a qualifying event, that tutor-time royalties depend on your author plan, and that no Royalties are earned for enrollments or activity by you, by accounts you control, or by Students on free, gifted, or promotional Memberships. Cavua may modify the Royalty Schedule on not less than thirty (30) days' prior notice; a modified rate applies to events occurring after the effective date of the change, and each event is credited at the rate in effect when it occurs.

7.2 Merchant of Record. Cavua, or its designated merchant-of-record provider, is the merchant of record for all Membership and other transactions with Students, is responsible for the calculation, collection, and remittance of applicable sales, use, and similar transaction taxes, and controls all pricing, checkout, billing, and refund mechanics.

7.3 Referral Earnings. Where you have referred users who make qualifying purchases, you may additionally earn referral commissions in accordance with the rates displayed in your dashboard from time to time. Referral commissions are subject to the same reversal, offset, and clawback provisions as Royalties.

7.4 Earning Lifecycle. All earnings are recorded as pending upon payment confirmation, locked on a scheduled basis (typically weekly), and submitted for payout following the lock period. Cavua may extend the pending period as reasonably necessary to account for refunds, chargebacks, suspected fraud, or a dispute.

7.5 Payout Mechanics. Royalties are disbursed through Tipalti Inc. or another payables provider selected by Cavua from time to time (the "Payout Provider"). The Payout Provider performs payee onboarding, tax documentation, verification, and disbursement services on Cavua's behalf. You must complete payee onboarding, tax documentation, banking verification, and any identity or sanctions screening required by the Payout Provider before any payout can be issued. Cavua has no obligation to issue any payout until onboarding is complete, and any resulting delay is not a breach by Cavua. Your use of the Payout Provider's portal is governed by that provider's own terms, and Cavua is not responsible for its acts, omissions, fees, or availability.

7.6 Minimum Threshold. Cavua may establish a minimum payout threshold, which will be published in your account dashboard and may be updated from time to time. Balances below the threshold roll over to the next payout period.

7.7 Payout Method Fees. Payout method and transaction fees charged by the Payout Provider, including ACH, wire, and rejected-payment fees, are deducted from your Royalties. Fees vary by the payout method you select. You are responsible for the accuracy of your payment details, and any fee resulting from a rejected or returned payment caused by inaccurate details will be deducted from your earnings.

7.8 Taxes and Information Reporting. You are solely responsible for determining, reporting, and paying all taxes arising from amounts paid to you under this Agreement, including all federal, state, and local income and self-employment taxes. Cavua does not withhold taxes from your earnings except where required by applicable law. You must complete and maintain all tax documentation requested by Cavua or the Payout Provider, in the form and manner they specify, before any payout can be issued, and must promptly update that documentation if your circumstances change. Cavua or the Payout Provider will furnish tax information returns and make withholdings only to the extent required by applicable law, and will determine the applicable reporting treatment in their discretion. If you fail to provide accurate and complete tax documentation, Cavua may withhold payouts and may apply backup or other withholding at the rate required by law. Nothing in this Agreement constitutes tax advice, and you should consult your own advisor.

7.9 Refunds, Chargebacks, Offset, and Clawback. If a Membership payment is refunded, or is subject to a chargeback, reversal, or fraud determination, any Royalty credited in respect of that payment, or of an enrollment it funded, may be reversed in full. Cavua may offset reversed amounts, together with any associated fees, against your pending earnings, your current balance, and future earnings.

7.10 Statements and Disputes. Earnings statements are made available in your dashboard. You must notify Cavua in writing of any dispute regarding a statement within sixty (60) days after it is made available. Absent timely notice, the statement is final, conclusive, and binding, and you waive any claim relating to it.

7.11 No Guarantee. Cavua makes no representation, warranty, or guarantee regarding the number of enrollments, the level of Student engagement, or the amount of Royalties you will receive, if any.

7.12 Withholding for Legal Compliance; Unclaimed Balances. Cavua may withhold any payout, without liability, where required by law or where you or a transaction is flagged by sanctions, anti-money-laundering, fraud, or watchlist screening, for so long as necessary to resolve the matter. Balances that remain unclaimed and below the payout threshold, or that cannot be disbursed because you have not completed or maintained accurate payee information, will be handled in accordance with applicable unclaimed property law.

You represent and warrant, on the Effective Date and continuously thereafter with respect to each submission and each published Course, that:

(a) Capacity. You have full legal capacity, right, power, and authority to enter into this Agreement and to grant the rights described in it, and your performance does not and will not breach any agreement with a third party, including any exclusive publishing, employment, or work-for-hire arrangement.

(b) Ownership. You are the sole and original author and owner of the Author Content, or you are fully authorized in writing by the rights holder(s) to license it to Cavua on the terms of this Agreement, and you will provide documentation of that authorization upon Cavua's request.

(c) Non-Infringement. The Author Content, and Cavua's exercise of the rights granted in Section 3.2, do not and will not infringe or misappropriate any third-party copyright, trademark, patent, trade secret, right of publicity, right of privacy, moral right, or any other intellectual property or proprietary right.

(d) Third-Party Content. The Author Content contains no material owned by any third party except material for which you hold all necessary licenses, permissions, and clearances (including for text, quotations, images, charts, photographs, audio, video, software, and data), and you will provide documentation of those clearances upon Cavua's request. All third-party material is properly attributed.

(e) Personal Data. The Author Content contains no personal data, personally identifiable information, image, likeness, voice, confidential information, or private fact concerning any third party that has not been authorized by that third party for inclusion and publication, and you have obtained and retained records of all such authorizations.

(f) Lawful and Appropriate Content. The Author Content and each published Course contain no material that is defamatory, obscene, pornographic, sexually explicit, harassing, hateful, discriminatory, threatening, violent, unlawful, or otherwise prohibited by the Acceptable Use Policy, and comply in all respects with the Acceptable Use Policy and all applicable laws.

(g) No Confidentiality Breach. Submission of the Author Content does not breach any obligation of confidentiality, nondisclosure, or non-competition owed to any third party.

(h) No Malicious Code. The Author Content contains no virus, malware, or other harmful code.

(i) Accuracy. The Author Content is, to the best of your knowledge, accurate and not misleading, and you have reviewed and approved each Course in accordance with Section 5.3 before publication.

(j) Regulated Subject Matter. The Author Content does not purport to provide medical, legal, financial, tax, mental health, or other professional advice, and is not offered as preparation for any professional license or certification.

(k) Information. All information you have provided to Cavua, including credentials, identity, banking, and tax information, is accurate, current, and complete.

9.1 Author Indemnity. You will defend, indemnify, and hold harmless Cavua and its affiliates, and their respective officers, directors, employees, agents, licensors, and service providers (the "Cavua Indemnitees"), from and against any and all third-party claims, demands, actions, proceedings, investigations, losses, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and costs of enforcement) arising out of or relating to: (a) your Author Content, any Course published by you, or your Author Tutor; (b) any claim that your Author Content, or Cavua's exercise of the rights granted in this Agreement with respect thereto, infringes or misappropriates any third-party right; (c) your breach or alleged breach of any representation, warranty, covenant, or obligation in this Agreement or the Acceptable Use Policy; (d) your violation of any applicable law; or (e) your use of the Generated Materials in violation of Section 6.4.

9.2 Procedure. Cavua will provide you with notice of any claim for which it seeks indemnification. Cavua reserves the exclusive right to control the defense and settlement of any such claim, and you will cooperate fully at your expense. You will not settle any claim in a manner that imposes any obligation or admission on a Cavua Indemnitee without Cavua's prior written consent.

9.3 No Cap. Your obligations under this Section 9 are not subject to any limitation of liability set forth in this Agreement, including Section 10.4.

9.4 Survival. This Section 9 survives expiration or termination of this Agreement.

10.1 Platform Provided AS IS. THE PLATFORM AND ALL GENERATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND. CAVUA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CAVUA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

10.2 AI Output. YOU ACKNOWLEDGE THAT THE GENERATED MATERIALS ARE PRODUCED BY AUTOMATED SYSTEMS AND MAY CONTAIN ERRORS, OMISSIONS, INACCURACIES, OR MATERIAL THAT IS INCOMPLETE OR UNSUITABLE. CAVUA MAKES NO WARRANTY AS TO THE ACCURACY, PEDAGOGICAL QUALITY, ORIGINALITY, OR FITNESS OF ANY GENERATED MATERIAL. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND APPROVING ALL GENERATED MATERIALS BEFORE PUBLICATION.

10.3 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CAVUA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST SALES, LOSS OF GOODWILL, OR LOSS OR CORRUPTION OF DATA, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.4 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CAVUA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL ROYALTIES ACTUALLY PAID TO YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

10.5 Essential Basis. The limitations in this Section 10 apply notwithstanding the failure of any limited remedy of its essential purpose and form an essential basis of the bargain between the parties.

11.1 Compliance. You agree that all Author Content and all published Courses will comply at all times with the Acceptable Use Policy, as updated from time to time, and with all applicable laws.

11.2 Cavua Discretion. Cavua may, in its sole discretion and with or without prior notice, review, flag, edit, restrict, unpublish, suspend, or permanently remove any Author Content or Course, and may suspend or terminate your account, for any reason or no reason, including where Cavua believes in good faith that content violates this Agreement, the Acceptable Use Policy, or applicable law, or that continued availability poses legal, reputational, or operational risk to Cavua. Cavua has no obligation to monitor or review Author Content or Courses, and any review it performs does not relieve you of any obligation under this Agreement.

11.3 Notice and Appeal. Cavua will use reasonable efforts to notify you of any such action, and you may submit an appeal through your dashboard. Cavua's determination on appeal is final.

11.4 Copyright Complaints. Cavua maintains a notice-and-takedown process consistent with the Digital Millennium Copyright Act and a policy of terminating repeat infringers in appropriate circumstances. Cavua's designated agent for notices of claimed infringement may be reached at support@cavua.ai.

11.5 Student Remedies. You acknowledge that Cavua's agreement with Students permits Cavua to discontinue any Course at any time, and that a Student's sole remedy in that event is the release of the affected course slot so that the Student may fill it with another Course. You have no continuing obligation to Students, and Students are not third-party beneficiaries of this Agreement. Refunds issued to Students are subject to Section 7.9.

11.6 Pending Earnings on Suspension. In the event of account suspension or termination, pending unpaid earnings attributable to eligible, non-reversed transactions will be honored subject to applicable thresholds, verification, and outstanding refund and offset obligations. Cavua may withhold earnings attributable to transactions Cavua reasonably determines to be fraudulent or to arise from content in breach of this Agreement.

12.1 License. You grant Cavua a non-exclusive, worldwide, royalty-free, sublicensable license, during the Term and for six (6) months thereafter, to use and display your name, professional biography, photograph, likeness, voice, credentials, institutional affiliation, and Course titles and excerpts, in connection with hosting, listing, promoting, and marketing your Courses and the Platform.

12.2 Materials in Circulation. Cavua is not required to recall, alter, or destroy marketing materials produced before termination, and may continue to distribute them in the ordinary course during the survival period in Section 12.1.

13.1 Cavua Confidential Information. You will treat as confidential, and will not disclose or use except as permitted by this Agreement, all non-public information you obtain from or through the Platform, including Platform Technology, prompts and prompt templates, generation pipelines and methodologies, unpublished Generated Materials, product roadmaps, pricing not publicly displayed, and the non-public terms of any export license.

13.2 Exclusions. This Section does not apply to information that is or becomes public through no fault of yours, that you lawfully possessed without obligation of confidence before disclosure, or that you independently develop without reference to Cavua's confidential information.

13.3 Compelled Disclosure. If you are legally compelled to disclose Cavua confidential information, you will provide prompt notice (where legally permitted) and reasonable cooperation so Cavua may seek protective treatment.

13.4 Equitable Relief. You acknowledge that a breach of this Section 13 or of Section 6.4 would cause irreparable harm for which monetary damages are inadequate, and that Cavua is entitled to seek injunctive relief without posting bond, in addition to all other remedies.

13.5 Survival. This Section 13 survives for five (5) years after termination, and indefinitely as to trade secrets.

14.1 Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this Section 14 (the "Term").

14.2 Termination for Convenience. Either party may terminate this Agreement for any reason on thirty (30) days' prior written notice.

14.3 Termination for Cause. Cavua may terminate this Agreement, and suspend or remove any or all of your Courses, immediately and without notice, in the event of a material breach, fraudulent or deceptive conduct, an infringement claim or credible allegation of infringement, or a serious violation of the Acceptable Use Policy or applicable law.

14.4 Effect of Termination. Upon termination: (a) your license under Section 6.3 terminates immediately and your access to the Generated Materials ends; (b) Cavua will cease offering your Courses for new enrollment within thirty (30) days after the effective date of termination (the "Wind-Down Period"), except that Cavua may continue to make Courses available to Students who enrolled before the end of the Wind-Down Period for so long as Cavua elects, and Cavua's license under Section 3.2 continues for that purpose; (c) you remain entitled to Royalties for qualifying events occurring during the Wind-Down Period; (d) Cavua will pay confirmed earnings, less all offsets, deductions, and a reserve of thirty percent (30%) held for thirty (30) days against refunds and chargebacks, within sixty (60) days after the close of the Wind-Down Period; and (e) any export license purchased under Section 6.6 before termination survives in accordance with its terms.

14.5 Survival. Sections 1, 3.1, 4.3, 6.1, 6.2, 6.4, 6.5, 6.6, 6.7, 6.8, 7.8, 7.9, 7.10, 8, 9, 10, 11.5, 11.6, 12, 13, 14.4, 14.5, 15, 16, and 17 survive expiration or termination of this Agreement.

You are an independent contractor. Nothing in this Agreement creates any employment, partnership, joint venture, franchise, agency, or fiduciary relationship. You are not entitled to any employee benefit, workers' compensation, unemployment insurance, or similar coverage from Cavua. You control the manner and means of creating your Author Content, are responsible for your own expenses, and are solely responsible for all federal, state, and local taxes on amounts paid to you. Neither party has authority to bind the other.

16.1 Informal Resolution. Before initiating arbitration, the parties will attempt in good faith to resolve any dispute through informal negotiation for a period of thirty (30) days following written notice describing the dispute and the relief sought.

16.2 Binding Arbitration. Except as provided in Section 16.5, any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity of it, will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, with the seat and hearing locus in New Castle County, Delaware. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this arbitration agreement, except as provided in Section 16.3. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys' fees and an equal share of arbitration fees, except as the arbitrator may award to the prevailing party.

16.3 Class Action Waiver. YOU AND CAVUA EACH AGREE THAT ANY PROCEEDING WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. If this Section 16.3 is held unenforceable as to any claim or request for relief, then that claim or request for relief, and only that one, will be severed from the arbitration and brought in the courts identified in Section 16.6, and the remainder of this Section 16 will remain in full force.

16.4 Jury Trial Waiver. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY in any proceeding arising out of or relating to this Agreement.

16.5 Exceptions. Either party may (a) bring an individual action in small claims court, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of its intellectual property rights or confidential information, including under Sections 6.4 and 13.

16.6 Governing Law and Venue. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. For any claim not subject to arbitration under Section 16.5, or if Section 16.2 is held unenforceable, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, and waive any objection to venue or forum non conveniens.

16.7 Limitations Period. Any claim arising out of or relating to this Agreement must be brought within one (1) year after the claim accrues, or it is permanently barred, to the extent permitted by law.

17.1 Entire Agreement. This Agreement, together with the Incorporated Policies, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous understandings.

17.2 Modification. Cavua may modify this Agreement or any Incorporated Policy by posting an updated version and providing notice to you by email or through the Platform. Changes take effect thirty (30) days after notice. Your continued use of the Platform after the effective date constitutes acceptance. If you do not agree, your sole remedy is to terminate under Section 14.2.

17.3 Assignment. You may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without Cavua's prior written consent; any attempted assignment without consent is void. Cavua may assign this Agreement freely, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. This Agreement binds and benefits the parties' permitted successors and assigns.

17.4 Notices. Notices to you may be given by email to the address associated with your account or by posting in your dashboard, and are deemed received on the date sent or posted. Notices to Cavua, including formal legal notice, must be sent to support@cavua.ai.

17.5 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions will remain in full force.

17.6 No Waiver. No failure or delay in exercising any right operates as a waiver, and no waiver is effective unless in writing and signed by the waiving party.

17.7 Force Majeure. Neither party is liable for any delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control.

17.8 No Third-Party Beneficiaries. This Agreement creates no rights in any third party, including Students.

17.9 Electronic Signature. You consent to transact electronically. Your electronic signature below has the same legal effect as a handwritten signature under federal and applicable state law, and Cavua's records of your acceptance are admissible and constitute conclusive evidence of your agreement absent manifest error.

17.10 Headings; Construction. Headings are for convenience only. "Including" means "including without limitation". This Agreement will not be construed against the drafting party.

By signing below, you acknowledge that you have read, understand, and agree to be bound by this Agreement and the Incorporated Policies, including the arbitration provision and class action waiver in Section 16 and the restrictions on use of Generated Materials in Section 6.4.