Course Author Agreement (Public Offer)

Course Author Agreement (Public Offer)

This Course Author Agreement (the “Agreement“) is entered into by and between:

SYNTHEGO LTD, a company duly organized and existing under the laws of Cyprus, with its registered office at Alkonoou 24, Suite 202, Panorama bldg A, 4046 Limassol, Cyprus, VAT number CY10383213B, operating the online educational platform “HubCenter” (the “Platform“),

and

ANY INDIVIDUAL OR LEGAL ENTITY who accepts the terms of this Agreement (the “Author“).

Collectively referred to as the “Parties“.

1. SUBJECT OF THE AGREEMENT

1.1. The Author grants the Platform a non-exclusive, worldwide license to reproduce, distribute, publicly display, communicate to the public, and make available the Author’s educational course(s), including all related materials (the “Course(s)“), on the Platform and through its distribution channels.

1.2. The Platform provides the Author with access to its platform for the purpose of publishing, promoting, and selling the Course to end users (“Students“).

2. RIGHTS AND OBLIGATIONS OF THE AUTHOR

2.1. The Author warrants and represents that:
a) They are the sole and exclusive owner of all intellectual property rights in the Course or have obtained all necessary rights, licenses, and consents to grant the license under this Agreement.
b) The Course does not infringe upon any third-party rights, including intellectual property, privacy, or publicity rights.
c) The Course complies with all applicable laws and regulations, including but not limited to EU consumer protection and data protection laws.
d) The Course does not contain unlawful, defamatory, obscene, or fraudulent material.

2.2. The Author is responsible for the creation, quality, accuracy, and updating of the Course content.

2.3. Exclusivity. The Author agrees that for the duration of this Agreement, the Course published on the Platform will not be made available for sale or as part of a subscription on any other online course marketplace, learning platform, or similar competitive service. This includes, but is not limited to, platforms such as Udemy, Coursera, Skillshare, EdX, and their international equivalents. The Author retains the right to use the Course content for personal branding, corporate training, direct sales on their own website.

2.4. The Author is obliged to inform the Platform about any existing placements of the Course on other platforms prior to signing this Agreement. Failure to comply with the exclusivity clause 2.3 constitutes a material breach of this Agreement.

3. FINANCIAL TERMS

3.1. Revenue Share. The Author’s remuneration is 85% of the Net Revenue generated from the sale of the Course. The Platform retains the remaining 15%. “Net Revenue” means the gross amount received by the Platform from Students, excluding value-added tax (VAT), sales taxes, payment gateway fees, and refunded amounts.

3.2. Payment Schedule. The Platform shall make payments to the Author on a monthly basis. Payments for Net Revenue earned in a given calendar month will be processed within the following month.

3.3. Reporting. Along with each payment, the Platform will provide the Author with an electronic report detailing the number of sales, the total Net Revenue, and the calculated remuneration for the corresponding period.

3.4. Audit Right. Upon reasonable prior notice and no more than once per year, the Author has the right to request an audit of the Platform’s sales records pertaining to their Course(s).

4. INTELLECTUAL PROPERTY

4.1. The Author retains all copyright and intellectual property rights to the original Course content.

4.2. The Platform is granted the license specified in clause 1.1 for the duration of this Agreement.

4.3. The Platform owns all intellectual property rights in its platform, brand, and any derivative works it creates for promotional purposes (e.g., course previews, trailers).

5. DATA PROTECTION (GDPR COMPLIANCE)

5.1. The Parties acknowledge that in providing the services, each may act as an independent data controller under the EU General Data Protection Regulation (GDPR). The Author is responsible for complying with data protection law in their interactions with Students (e.g., in course discussions).

5.2. The Platform’s privacy policy, which complies with GDPR, outlines how it handles Student data. The Author agrees to comply with all applicable data protection laws and not to process Student data outside the Platform’s features without a lawful basis.

5.3. To the extent that the Platform processes personal data on behalf of the Author, the Parties shall enter into a separate Data Processing Agreement (DPA) in accordance with Article 28 of the GDPR.

6. LIABILITY AND INDEMNIFICATION

6.1. The Author shall indemnify and hold harmless the Platform from any claims, damages, or losses arising from a breach of the Author’s warranties in clause 2.1.

6.2. Neither Party’s total liability under this Agreement shall exceed the total remuneration paid to the Author in the preceding 12-month period.

6.3. Neither Party shall be liable to the other for any indirect, consequential, or incidental damages.

7. TERM AND TERMINATION

7.1. This Agreement is effective upon the Author’s acceptance and remains in force until terminated.

7.2. Either Party may terminate this Agreement by providing thirty (30) days written notice to the other Party.

7.3. The Platform may terminate this Agreement immediately if the Author breaches clauses 2.1 (Warranties), 2.3 (Exclusivity), or 5.2 (Data Protection).

7.4. Upon termination, the Platform will remove the Course from public sale. The Platform may continue to provide the Course to Students who purchased it prior to termination for a period of six (6) months to ensure access to paid-for services. After this period, the Platform will cease providing the Course.

8. GOVERNING LAW AND DISPUTE RESOLUTION

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

8.2. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Limassol, Cyprus.

8.3. Alternative Dispute Resolution for International Authors: Notwithstanding clause 8.2, for Authors residing outside of Cyprus, the Parties agree to first attempt to resolve any dispute informally. If unresolved, the Parties may, by mutual agreement, submit the dispute to mediation administered by an internationally recognized online dispute resolution provider before resorting to litigation.

9. FINAL PROVISIONS

9.1. This document constitutes a public offer. Acceptance of this offer and conclusion of the Agreement is effected by the Author’s conclusive actions, which include: completing the author registration on the Platform, uploading Course materials, or explicitly indicating agreement via the Platform’s interface.

9.2. The Platform may amend this Agreement by providing the Author with thirty (30) days’ prior notice. If the Author does not agree with the amendments, the Author has the right to terminate this Agreement by providing written notice within this 30-day period. The Author’s continued use of the Platform after the notice period constitutes acceptance of the new terms.

9.3. This Agreement constitutes the entire agreement between the Parties concerning its subject matter.