INDIVIDUAL CREATOR PUBLISHING

AND DISTRIBUTION SERVICES AGREEMENT

This Individual Creator Publishing and Distribution Services Agreement (“Agreement”) is entered
into on this 27th day of NOVEMBER 2019 ("Effective Date") by and between:

BIG CRUNCH DIGITAL PTE. LTD., a company duly incorporated in Singapore

bearing registration number 201914451M with its registered office address at
Singapore 100G Pasir Panjang Road, #06-14, Interlocal Centre, Singapore 118523,
represented herein by its Authorized Representative, MR. JYOTIRMOY SAHA,
hereinafter referred to as “iKWENTO”;

-and-

MR. JERRY B. GRACIO of legal age, single, Filipino, and with residence and postal
address at 81 Rincon Road, Rincon, Valenzuela City hereinafter referred to as the
“AUTHOR”.

iKWENTO and AUTHOR are referred to herein, individually as a "Party", and

collectively as the "Parties".

Where applicable, a reference to iKWENTO will also include a reference to its relevant
affiliate, and as such iKWENTO’S “affiliate" refers to any entity that directly or
indirectly controls, is controlled by, or is under common control with iKWENTO.

RECITALS

(A) iKWENTO has an online publication and distribution platform comprising of (without limitation)
the iKWENTO Mobile Application (“iKWENTO App”), iKWENTO website, forum, blog and
other associated platforms (collectively referred to as the “Platform”);

(B) Utilizing the Platform, iKWENTO makes available and distributes content (“Business”) to ad
hoc purchasers and subscribers (“Customers” or “Purchasers”);

(C) Pursuant to the Business, iKWENTO has established a publishing programme as further
described in Appendix A (“Publishing Programme”) which allows for the distribution of digital
content (“Digital Content”) online via the Platform as well as corresponding print versions
(“Print Content”) to Customers;

(D) The AUTHOR is in the business of creating Digital Content and Print Content (herein referred
to as “Publications”) and holds the rights and licenses to and make available Publications via
the Publishing Programme; and

(E) The AUTHOR desires to participate in the Publishing Programme, and iKWENTO is agreeable
to the same, subject to the terms and conditions as set out herein this Agreement.

NOW THEREFORE, for and in consideration of the foregoing premises and the mutual covenants
hereinafter set forth, the Parties hereby agree as follows:

SECTION 1
THE PUBLISHING ACCOUNT

1.1 The AUTHOR understands that to participate in the Publishing Programme, an online account
(“Publishing Account”) must be registered by the AUTHOR for access to the Platform. The
terms and conditions governing the creation and maintenance of the Publishing Account shall
be as stipulated on [_____________________________] (“Publishing T&Cs”) and must be
accepted by the AUTHOR before the Publishing Account can be created.

The AUTHOR understands that the Publishing T&Cs may be updated from time to time, and
that its Representative, as defined in this Agreement, should regularly check the Publishing
T&Cs to stay updated of any amendments thereto. As the actual operation of the Publishing
Account is performed by the Representative, the AUTHOR therefore further undertakes to
procure that his or her Representative shall, together with the AUTHOR, be jointly and severally
 bound by this Agreement and the Publishing T&Cs. Accordingly, all references to the AUTHOR
in this Agreement shall also refer to the Representative and vice versa.

1.2 The AUTHOR shall nominate an Authorized representative (“Representative”) to establish a

Publishing Account and manage all transactions and instructions thereto. Accordingly, the
AUTHOR undertakes to fully ratify and be responsible for all acts, communications and
transactions performed by his or her Representative who has been duly authorized by AUTHOR
to register, utilize, transact and communicate via the Publishing Account.

All communications sent by iKWENTO to the Representative or the Publishing Account shall be
deemed duly received by the AUTHOR and iKWENTO shall be entitled to rely and act on all
communications from the Representative and/or via the Publishing Account as being the
Authorized instructions of the AUTHOR without the requirement to seek any further verifications
for authenticity thereto.

SECTION 2
DISTRIBUTION OF PUBLICATIONS

2.1 The AUTHOR agrees that for each Publication that the AUTHOR wishes to make available for
inclusion in the Publishing Programme, the AUTHOR shall, at its cost, provide such Publication
to iKWENTO. The Parties agree that:

2.1.1 With respect to Digital Content, the Publication shall be uploaded onto the Platform by
the Representative, or emailed to iKWENTO, pursuant to any instructions and the
requisite specifications as made known on the Platform, or from time to time, pursuant
to the emails or other communications from iKWENTO to the AUTHOR. The AUTHOR
warrants that all such uploaded, emailed or delivered electronic files shall be free and
clear of viruses, worms, malware, and other potentially disruptive or harmful code.

2.1.2 With respect to Print Content that the AUTHOR may already possess in physical
printed copies, and the AUTHOR wishes to include the Print Content in the Publishing
Programme, the AUTHOR shall arrange for the delivery of such Print Content to
iKWENTO’s address and pursuant to the procedures that may be specified by
iKWENTO to the AUTHOR upon iKWENTO’s acceptance (in its sole discretion) of the
AUTHOR’s request for distribution of its Print Content thereunder the Publishing
Programme. For the avoidance of doubt, all costs pertaining to delivery (and insurance
thereto) of the Print Content to iKWENTO shall be borne fully by the AUTHOR.

2.2 All Publications that the AUTHOR uploads to the Platform or otherwise delivers to iKWENTO for
the Publishing Programme shall:

(i) Be reviewed for compliance with iKWENTO’s Content Policy (as set out in Appendix
B);

(ii) Undergo digital conversion into EPUB/BES format (or any other format that iKWENTO
may determine and/or implement in its sole discretion from time to time; and

(iii) Be subject to, where necessary in iKWENTO’s sole discretion, reformatting, typesetting,
proofreading, optical character recognition, enhancement of clarity, and any other
measures for the reduction of issues that may potentially be encountered by customers
in reading the Publications.

All the aforementioned activities in preparation for publishing shall be performed by

iKWENTO’s third party vendors or subcontractors and the AUTHOR henceforth confirms
the right to allow the aforesaid preparation of his or her Publications and hereby
accordingly authorizes and licenses iKWENTO’s third party vendors and subcontractors
to perform the said preparatory works for its Publications. The AUTHOR agrees that the
cost of the said preparation work in relation to the Publications shall be factored into the
calculation of Revenue Share due to the AUTHOR, as further described in Appendix A.
iKWENTO may also in its sole discretion notify the AUTHOR to deliver his or her
Publications directly to any of iKWENTO’s aforesaid third-party subcontractors or
vendors for them to prepare the Publications for distribution via the Publication
Programme. Nonetheless, any such digital conversion and preparation works shall not
 constitute any guarantee that the submitted Publications will be error-free, problem free,
fully accessible by, or attractive to customers.

2.3 After the Publications having completed the necessary digital conversion and preparation as
stipulated in Section 2.2, the end-product Publication will be uploaded onto the Platform, and
the original file containing the Publication will be returned to the AUTHOR (or the original file
may be retrieved via the AUTHOR’s Publishing Account if and when such a feature is made
available by iKWENTO in its sole discretion).

2.4 The AUTHOR hereby warrants that all content therein the Publications submitted by AUTHOR
to the Publishing Programme shall comply with the Content Policy as set out in this Agreement.

In the event that the AUTHOR realizes at any time that any content in any Publications submitted
for the Publishing Programme is non-compliant with any provision of the Content Policy, the
AUTHOR undertakes to immediately notify iKWENTO in writing. iKWENTO, at its election and
sole discretion, but at the AUTHOR’s cost, may either withdraw such content by un-publishing
the Digital Module or amend and re-publish the content to cause its compliance with the Content
Policy.

The Parties agree that the cost of such withdrawal or amendment will be deducted from the
Revenue Share, if any, due to the AUTHOR, or at iKWENTO’s sole election, to be paid by the
AUTHOR to iKWENTO within seven calendar (7) days. AUTHOR further agrees to the following:

(i) That iKWENTO may from time to time set out procedures for withdrawal, amendment
and re-publishing of the Digital Content and shall comply with all such procedures;

(ii) That iKWENTO is fully entitled, but without any obligation, to remove or modify any
metadata, product description, cover art and illustrations, that the AUTHOR may have
provided in relation to his or her Digital Content without any prior notice, liability or
reasons, including (without limitation), iKWENTO’s determination of non-compliance
with the Content Policy.

(iii) The AUTHOR shall ensure that all metadata provided to the Platform of iKWENTO is
current, complete, and accurate. In the event that the AUTHOR discovers that any
metadata submitted to the Platform or iKWENTO for Publication is inaccurate or
incomplete, the AUTHOR undertakes that he or she shall promptly remedy the situation
by submitting corrected metadata to iKWENTO through the Platform or via written notice
to iKWENTO pursuant to any procedures that has been implemented from time to time
for metadata re-submissions.

2.5 For the avoidance of doubt, iKWENTO retains the sole discretion to determine the Publications
and content to be distributed through the Platform and Publishing Programme. Accordingly,
iKWENTO reserves the right to reject any submitted Publication at any time without prior notice,
liability or notice to the AUTHOR. iKWENTO further reserves the right to (in its sole discretion)
remove any uploaded Publication from the Platform, cease distribution of Printed Content,
and/or suspend access to any Publication without liability or notice to the AUTHOR or any third
parties.

In the event that iKWENTO requests from AUTHOR additional information pertaining to any of
its Publications, including but without any limitations, confirmation that the AUTHOR possesses
all the rights and licenses required for iKWENTO’s distribution of the said Publications, the
AUTHOR shall promptly provide iKWENTO, at its cost, all requested information and
documentation that are updated, accurate and complete.

The AUTHOR further agrees that iKWENTO is fully entitled, but not obligated, to make any
enquiries (directly or indirectly) with third parties for the purpose of verifying the AUTHOR’s
rights in relation to his or her Publications and any information that the AUTHOR may have
provided to iKWENTO with regards to his or her Publications.

2.6 Notwithstanding Section 2.5, the AUTHOR hereby guarantees, warrants and represents that
he/she is duly licensed by the copyright owners of the Publications to publish and make them
available in all formats, channels and media.

It is agreed that the AUTHOR possesses all rights and licenses (and of a duration) necessary
to comply with the following:
 (i) Make available the Publications on the Platform;
(ii) Submit the Publications to iKWENTO;
(iii) Distribute the Publications via the Platform and the Publishing Programme; and
(iv) Allow iKWENTO’s Customers and users of the Platform and Publishing Programme to
download, read, retain and store the Publications pursuant to iKWENTO’s
customer/user terms and conditions.

The AUTHOR further undertakes that in the event that he/she foresees that it will lose the
license/s over any Publication within the next thirty calendar (30) days, he/she shall immediately
notify iKWENTO, in writing, in order for iKWENTO to withdraw such unlicensed Publication from
the Platform and Publishing Programme as well as fulfil any orders made by its customers and
are still existing prior to the AUTHOR’s loss of its license over the said Publication.

Should the AUTHOR fail to provide notice according to the agreed number of calendar days
concerning its loss of license over any Publication, he/she shall fully defend, hold harmless,
indemnify, and reimburse iKWENTO for all third party claims, losses, damages and costs that
iKWENTO may incur due to the AUTHOR’s inadequate notice period on withdrawal of
Publication, including but not limited to refunds to customers and legal fees on a solicitor-client
basis.

2.7 Subject to Section 2.8 below, should the AUTHOR wish to withdraw any of its Digital Content
from further downloads, and its Printed Content from any further on-demand printing or supply,
the AUTHOR shall provide iKWENTO an advance written notice of not less than thirty calendar
(30) days, and/or pursuant to any other procedures that iKWENTO may implement from time to
time for Publication withdrawals.

2.8 The Parties agree that regardless of the withdrawal of Publication(s), iKWENTO shall be entitled
to continue to (a) fulfil any customer’s order/s completed prior to the withdrawal date and (b) sell
the remaining inventory that is in possession of iKWENTO (e.g. the Printed Content).

All withdrawals of Publications shall take place prospectively and not with respect to any
customers who purchased the Publications prior to the date of withdrawal. In the event that
AUTHOR does not possess the necessary license from the copyright owner of the Publications
to allow the aforegoing, AUTHOR undertakes to fully hold harmless, defend, reimburse and
indemnify iKWENTO for any losses, damages, third party claims and expenses incurred,
including but not limited to customer refunds and legal fees on a solicitor-client basis.

2.9 iKWENTO hereby reserves the right to reformat all submitted Publications, and the AUTHOR
therefore accepts that in the process of reformatting, unintentional errors may occur. In the event
of any such errors occurring, the AUTHOR may withdraw the Publications pursuant to Section
2.7 and the AUTHOR agrees that such withdrawal shall be its sole and exclusive remedy in
relation to the said errors and the AUTHOR shall procure the same from the copyright owner of
the said Publication (that is, the AUTHOR shall ensure that no legal actions shall be commenced
by the Publication’s copyright owner against iKWENTO due to such errors that may occur during
reformatting). iKWENTO further reserves the right (but without the obligation) to correct in its
sole discretion any errors existing in any Publications that are uploaded to the Platform or
howsoever delivered to iKWENTO.

SECTION 3
MARKETING AND PROMOTIONS

3.1 iKWENTO reserves full rights and discretion in the marketing of its Platform, its Publishing
Programme, and all submitted Publications thereto, including but without limitation, promoting
the AUTHOR’s submitted Publications by making chapters or portions of such Publications
available to potential customers without charge, and by permitting potential customers to review
excerpts of the Publications in response to their search queries.

No fees or remuneration of any type will be due to the AUTHOR or any other persons for
iKWENTO’s marketing activities, even if free excerpts or chapters of the Publications are
provided to the public or to customers. Nonetheless, iKWENTO has no obligation of any kind to
advertise, promote, market, distribute, or offer for sale any submitted Publications, or to
continuing advertising, promoting, marketing, distributing or selling any Publication after such
activities or sales have commenced.
3.2 The AUTHOR shall not procure any persons, with incentives or otherwise, to submit any reviews
on its Publications. All reviews are to be genuine from actual readers not howsoever connected
with the AUTHOR.

3.3 iKWENTO may from time to time provide additional marketing options for the promotion of
Publications and such additional marketing options will be notified to the AUTHOR to seek
AUTHOR’s interest in participating in such marketing activities. A non-binding example of such
additional marketing option is set out in page 6 of Appendix A for illustration purpose only.

SECTION 4
PRICE

4.1 The AUTHOR shall determine the selling price (“Selling Price”) for each of its submitted
Publication. Where applicable, GST or VAT may be added to the Selling Price depending on the
location of the purchaser of the Publication, and in the event that the AUTHOR has opted to
participate in additional marketing options, as contemplated in Section 3.3, the Selling Price
shall be subject to the applicable discounts. In the event that the AUTHOR desires to change
his/her stipulated Selling Price, the AUTHOR may perform such changes via his/her Publishing
Account or notify to iKWENTO at _________________, or any other procedure/s that
iKWENTO may implement from time to time. Such changes shall take place seven (7) working
days thereafter. For the avoidance of doubt, the AUTHOR is not entitled to change the Selling
Price and any discounts that the said Selling Price may be subject to during the period of any
additional marketing options that the AUTHOR may have selected to participate in. Any changes
in Selling Price shall be prospective and shall not apply to any purchases made prior to the date
that the change in Selling Price took effect.

4.2 The Selling Price for each Publication may be listed in different currencies, at an exchange rate
determined in iKWENTO’s sole discretion. iKWENTO reserves the right (but not the obligation)
to update any converted Selling Prices from time to time to reflect current exchange rates. The
AUTHOR further agrees that iKWENTO may from time to time set limits on minimum and
maximum Selling Price, and AUTHOR therefore hereby agrees that if its stipulated Selling Price
or converted Selling Price in any currency exceeds the maximum or minimum Selling Price
permitted under iKWENTO’s then applicable policy, the stipulated Selling Price will be
automatically converted to be equivalent to the applicable minimum or maximum Selling Price
in the relevant currencies. To calculate Revenue Share due to the AUTHOR, the Selling Price
adopted shall that of the Selling Price paid for by purchasers of AUTHOR’s Publications in the
respective currencies of their purchases.

4.3 In the event that the AUTHOR does not stipulate any Selling Price, or the stipulated Selling Price
is different from the prices of the same Publications being sold on other websites or shops, the
AUTHOR hereby authorizes iKWENTO (however, iKWENTO shall not be obligated) to set or
modify the Selling Price stipulated on the Publishing Programme to increase the attractiveness
or competitiveness of the Publications that are distributed through the Publishing Programme.
Nonetheless, any setting or modification of Selling Price by iKWENTO shall not constitute any
guarantees of any kind by iKWENTO in relation to the number of sales and/or Revenue Share
in relation to the Publications.

SECTION 5
PAYMENT OF REVENUE SHARE

5.1 Subject to the AUTHOR’s full adherence to all provisions hereunder this Agreement, for each
Publication sold to a customer or subscriber thereunder the Publishing Programme, a
remuneration (“Revenue Share”) for each sale of the Publications submitted by the AUTHOR
shall be as per the formulas set out in Appendix A, based on the actual price and currency for
which the Publication was sold, net of any refunds, bad debt, withholding tax, GST, VAT, sales
or other taxes charged to the customer/purchaser.

5.2 The Revenue Share due to the AUTHOR generated from sales of its Publications every half a
year shall be paid to a bank account held in the AUTHOR’s name within sixty (60) days after the
close of the aforesaid half-year, all bank transfer charges, administrative fees and currency
conversion losses to be borne fully by the AUTHOR.

The AUTHOR shall notify iKWENTO in writing its nominated bank account’s details no less than
sixty (60) days prior to the close of each half year. Failure by the AUTHOR to provide sufficient
 details pertaining to its nominated bank account may result in delay or failure of payment of the
AUTHOR’s Revenue Share, or increased transfer-related costs, for which the AUTHOR agrees
iKWENTO shall bear no liability whatsoever.

The AUTHOR further agrees that iKWENTO is entitled to select any bank in its sole discretion
to make the aforesaid payments of Revenue Share to AUTHOR. Every quarter, iKWENTO will
make available to AUTHOR an online report (“Sales Report”) either via its Publishing Account
or to the AUTHOR’s email address as registered with iKWENTO detailing sales of the
AUTHOR’s submitted Publications and corresponding Revenue Share thereto. The AUTHOR
may also access a dashboard via its Publishing Account whereby the AUTHOR will be able to
track progress of the sales of his/ her Publications at any time (subject to potential delays in
synchronisation of data). Further details of the AUTHOR’s potential Revenue Share is as set
out in Appendix A. However, any examples of sales reports therein are not binding and are
purely for illustration purpose only.

5.3 Any disagreement with any amount stated in a Sales Report must be notified to iKWENTO in
writing within thirty (30) days after the AUTHOR’s receipt of such Sales Report, failing which the
AUTHOR shall be deemed to have accepted such Sales Report as being fully correct and shall
not be entitled to bring any dispute thereto. Any disputes that the AUTHOR may raise within the
aforesaid thirty (30) days shall be limited to a determination of the amount of monies, if any,
payable by iKWENTO to AUTHOR for the accounting periods in question, and AUTHOR agrees
that his/ her sole and exclusive remedy will be the recovery of those monies with no interest or
late payment fees.

5.4 AUTHOR hereby agrees that iKWENTO can, at any time, without any prior notice, exercise its
right to offset any payments due to AUTHOR with any amounts owed by AUTHOR to iKWENTO.
iKWENTO’s exercise of its aforesaid right of set-off does not preclude any other remedies that
may be available to iKWENTO at law, in contract, tort, or equity.

5.5 Without prejudice to the generality of Section 5.4 above, in the event that any Revenue Share
has been paid to the AUTHOR based on a sale of its Publication, but iKWENTO had to
subsequently issue a refund, return, or credit for that sale, iKWENTO may in its sole discretion
either offset the amount of Revenue Share previously paid to AUTHOR against future Revenue
Shares that may become due to the AUTHOR, or require the AUTHOR to refund the said already
paid Revenue Share within seven (7) days of iKWENTO’s invoice thereto.

5.6 iKWENTO may, in its sole discretion, with regards to certain Publications, offer the AUTHOR a
sales-advance/loan (“Minimum Guarantee”). The AUTHOR’s Revenue Share from any
Publication based on which a Minimum Guarantee had been provided shall be used to
offset/pay-off the Minimum Guarantee. Accordingly, the AUTHOR agrees that he/ she will be
paid its Revenue Shares on the said Publication only after the Minimum Guarantee has been
fully set-off from the Revenue Share that would have otherwise been due to the AUTHOR had
there been no Minimum Guarantee. In the event that the amount of Revenue Share due to the
AUTHOR for the said Publication is insufficient to pay-off the Minimum Guarantee, iKWENTO
may, in its sole discretion, without any prior notice, elect to either offset the unpaid portion of the
Minimum Guarantee from the AUTHOR’s Revenue Share derived from his/her other
Publications, or require payment of the outstanding balance of the Minimum Guarantee within
seven (7) days of an invoice issued by iKWENTO thereto.

5.7 In the event that any third party makes any claims or allegations that the AUTHOR did not have
the necessary rights or licenses to make available one (or more) of his/her Publications (or part
thereof) on the Platform or through the Publishing Programme, iKWENTO shall be entitled to
suspend payment of all Revenue Share in relation to such Publication(s) until iKWENTO has
determined (in its sole discretion) on the validity of such third party claim.

Should iKWENTO determine that the AUTHOR did not possess the necessary rights or licenses
with regards to any Publication submitted to the Publishing Programme, or that the AUTHOR
breached any other provisions herein this Agreement, including but not limited to iKWENTO’s
Content Policy, in relation to such Publication, no Revenue Shares shall be due or payable to
the AUTHOR, and iKWENTO may offset any of the Revenue Share that had already been paid
to the AUTHOR against future Revenue Shares that may become payable to the AUTHOR for
all his/her other Publications, or require the AUTHOR to refund such already paid Revenue
Shares within seven (7) days of iKWENTO’s invoice thereto. The Publication that was subject
to the third party claim shall be withdrawn from the Publishing Programme, and the AUTHOR
hereby undertakes to fully defend, hold harmless, reimburse and indemnify iKWENTO against
 all claims, losses, costs, damages and penalties that iKWENTO may howsoever incur in relation
to the said Publication, including but not limited to, refunds to customers, settlement fees
payable to such claiming third party, as well as legal fees on a solicitor-client basis. Nonetheless,
iKWENTO shall however retain full control and right over any such proceedings in relation to the
third-party claim.

5.8 Upon termination of this Agreement, all Revenue Shares due to AUTHOR shall be withheld for
three (3) months from the date that the Revenue Share would have otherwise been payable to
the AUTHOR so as to account for any potential refunds, credits or returns, for which iKWENTO
shall be entitled to offset against the withheld Revenue Shares.

5.9 In the event that this Agreement is terminated on the basis of the AUTHOR’s breach of any
terms and conditions herein this Agreement, the AUTHOR agrees that all Revenue Shares due
but not yet paid to the AUTHOR shall by fully forfeited. The aforesaid forfeiture of the AUTHOR’s
Revenue Shares shall not preclude any other remedies available to iKWENTO at law, in
contract, tort or equity.

5.10 AUTHOR shall be responsible for all taxes applicable in relation to his/her revenue arising from
this Agreement and the AUTHOR’s participation in the Publishing Programme, including but not
limited to AUTHOR’s corporate tax and withholding tax, if applicable. Any withholding tax
payable to a relevant tax authority shall be deducted from the Revenue Share due to the
AUTHOR, and the balance Revenue Share thereafter paid to the AUTHOR shall constitute full
satisfaction of all sums due hereunder this Agreement to the AUTHOR. Where any GST or VAT
are applicable to the Selling Price of a Publication, such GST or VAT added on top of the Selling
Price shall not be included in the calculation of Revenue Share due to the AUTHOR.

SECTION 6
INTELLECTUAL PROPERTY AND LICENSES

6.1 AUTHOR hereby grants to iKWENTO, iKWENTO’s relevant affiliates involved in the Publishing
Programme, and their respective vendors and subcontractors involved in the performance of
any obligations hereunder this Agreement and/or the Publishing Programme, throughout the
subsistence of this Agreement, a non-exclusive, irrevocable, royalty-free license to publish, print
(on-demand and in anticipation of customer demand) and distribute all Publications submitted
by the AUTHOR, directly and through third-party distributors, in all digital formats and printed
versions by all distribution means available.

The aforesaid license granted by the AUTHOR includes, without limitation, the right to: (a)
reproduce, index and store Publications on one or more computer facilities, as well as reformat,
convert and encode Publications; (b) publish, display, market, transmit, distribute, sell, license
and otherwise make available all or any portion of its Publications through the Platforms and
any iKWENTO Channels (as defined below), for customers and prospective customers to
purchase, subscribe to, download, access, copy and paste, print, annotate and/or view online
and offline, including (without limitation) on portable devices; (c) permit customers to store up to
ten (10) Digital Content on their mobile devices or computers, and to re-access from time to time
such stored Digital Content within thirty (30) days of their downloading (both during and after
the termination of this Agreement in the event that the aforesaid thirty (30) days’ storage period
extends beyond the termination date of this Agreement); (d) display and distribute AUTHOR’s
branding, trademarks, logos and slogans in the form provided by the AUTHOR to iKWENTO or
within Publications (with such modifications as are necessary to optimize their viewing), as well
as portions of Publications, in each case solely for the purposes of promoting, marketing, raising
awareness, creating publicity, and selling the Publications or subscription to the Platform; (e)
use, reproduce, adapt, modify, and distribute, as determined in iKWENTO’s sole discretion, any
metadata provided by the AUTHOR in connection with its Publications; and (f) transmit,
reproduce and otherwise use (or cause the reformatting, digital conversion, enhancement,
transmission, reproduction, and/or other use of) its Publications as mere technological incidents
to and for the limited purpose of technically enabling the foregoing (such as, without limitation,
caching to enable display on the Platform and in the customer’s mobile device).

In addition, the AUTHOR further agrees that iKWENTO’s affiliates, and their respective vendors,
subcontractors, and independent contractors, shall also be granted the right to exercise the
same rights that the AUTHOR has granted to iKWENTO in this Agreement. For the avoidance
of doubt, "iKWENTO Channels" refers to any website, blog, forum, social media account,
application or online point of presence, on any platform in any channel, that is owned or operated
by, or under license to or by iKWENTO, or co-branded with iKWENTO, and any website, blog,
 forum, social media account, application, device or online point of presence through which any
iKWENTO Channels, iKWENTO services or products available for sale on them are syndicated,
offered, merchandised, advertised or described.

6.2 AUTHOR hereby agrees that the license and rights granted to iKWENTO by AUTHOR as set
out in Section 6.1 above shall be on a worldwide basis, however, if the AUTHOR notifies
iKWENTO in writing right at the outset when any Publications are uploaded or delivered to
iKWENTO that the license granted thereunder Section 6.1 to iKWENTO is restricted to specific
territories, and iKWENTO is able to accommodate such territorial restriction, iKWENTO will use
its reasonable endeavours to abide by such territorial restrictions. Nonetheless, AUTHOR
undertakes to not hold iKWENTO liable in the event of any inadvertent or unintentional breach
of the territorial restrictions and shall procure the same undertaking from the copyright owner of
the Publication. If such territorial restrictions are not possible, iKWENTO shall inform the
AUTHOR and such Publication will not be included in the Publishing Programme or made
available on the Platform.

6.3 For Publications that are not fully owned by the AUTHOR, the AUTHOR undertakes to procure
and pay, at its expense, for any and all necessary clearances and rights licenses to any copyright
owners in relation to such Publications in order to grant to iKWENTO the license and rights as
set out in Section 6.1. Otherwise, should iKWENTO receive any claims by any third parties that
their rights have been infringed due to AUTHOR’s non-possession of the necessary rights or
licenses to grant iKWENTO the license as set out in Section 6.1 above and/or the making
available of such Publications on the Platform and/or through the Publishing Programme, such
Publication(s) shall be removed immediately from the Platform and the Publishing Programme,
and AUTHOR shall be liable to fully hold harmless, defend, indemnify and reimburse iKWENTO
for all expenses, costs, losses and damages incurred, including but not limited to settlement
fees and legal costs on a solicitor-client basis. iKWENTO shall however retain full control and
right over any such proceedings in relation to the third-party claim.

6.4 The AUTHOR hereby represents and warrants that: (i) he/she possesses the full right, power
and authority to enter into, be bound by and fully perform this Agreement; (ii) prior to its delivery
of any Publications, it will have obtained all licenses that are necessary for the grant of the
license and exercise of rights thereto hereunder this Agreement; (iii) neither the exercise of the
licenses granted and rights authorized hereunder this Agreement, nor any materials embodied
in the Publications, nor their sale or distribution as authorized in this Agreement, will violate or
infringe upon the intellectual property, proprietary or other rights of any person or entity,
including, without limitation, contractual rights, copyrights, trademarks, common law rights,
rights of publicity, or privacy, or moral rights, or contain defamatory material, or violate any laws
or regulations of any jurisdiction; (iv) all Publications delivered to iKWENTO shall comply with
the delivery specifications provided by iKWENTO; (v) AUTHOR will be solely responsible for
accounting and paying any owners, co-owners or co-licensees of any Publication or portion
thereof any royalties with respect to the use and sale of the Publication hereunder this
Agreement; and (vi) the AUTHOR will not attempt (directly or indirectly, or assist another third
party) to reverse engineer, hack, interrupt, lease, commercialise, duplicate, or exploit the
Platform or the Publishing Programme. To the fullest extent permitted by applicable law,
AUTHOR hereby undertakes to fully indemnify, defend and hold iKWENTO, its affiliates, their
respective officers, directors, employees, affiliates, subcontractors, vendors, and assigns
harmless from and against any loss, claim, liability, damage, action or cause of action (including
legal fees on a solicitor-client basis) that arises from the AUTHOR’s breach of any of its
representations, warranties or obligations set forth in this Agreement. Nonetheless, iKWENTO
shall retain full control of any proceedings in relation to such claim or action.

6.5 Subject to the license and authorizations that AUTHOR grants to iKWENTO hereunder this
Agreement, as between iKWENTO and AUTHOR, AUTHOR shall retain all licenses and/or
ownership rights in and to the copyrights and all other rights and interest in and to the
Publications submitted to the Publishing Programme by the AUTHOR. iKWENTO shall fully
retain all ownership rights in and to the copyrights and all other rights and interests in and to the
Platform, the iKWENTO Channels, the Publishing Programme, and any materials iKWENTO
uses or provides to AUTHOR for use relating to its Publications (such as generic cover images
used for submitted Publications if no covers were provided by the AUTHOR). iKWENTO is solely
responsible for, and will have full discretion with respect to the terms, features, and operation of
the Platform, the Publishing Programme, the iKWENTO Channels, and related marketing
thereto, however, iKWENTO’s use of submitted Publications shall be subject to the provisions
of this Agreement and the Publishing T&Cs. In the event that the AUTHOR voluntarily submits
to iKWENTO any proposals, feedbacks, suggests, ideas or other communications in relation to
 the Platform, iKWENTO Channels and/or the Publishing Programme (collectively, "Feedback"),
iKWENTO and its affiliates will be free to use and exploit the same in any manner without
restriction and without any need to compensate AUTHOR. This Agreement does not grant
AUTHOR any license or other rights to any intellectual property or technology owned or operated
by iKWENTO or any of its affiliates, licensees, licensors, business partners or subcontractors,
including, without limitation, any trademarks, branding, trade names, logos or slogans.

6.6 The AUTHOR is hereby granted a limited license during the subsistence of this Agreement to
use the Platform for the distribution of its Publications pursuant to the Publishing Programme
only, and AUTHOR shall therefore gain no other rights or licenses as a result of this Agreement.
Accordingly, AUTHOR shall not use any of iKWENTO’s or its affiliates’ trademarks, logos,
branding or slogans in any manner whatsoever, or to release any publicity statement involving
iKWENTO or its affiliates, without iKWENTO’s prior written consent.

SECTION 7
TERM AND TERMINATION

7.1 This Agreement commences on the Effective Date and shall end when either AUTHOR or
iKWENTO terminates this Agreement pursuant to the terms herein. AUTHOR will be deemed to
have terminated this Agreement on the thirtieth (30th) day thereafter the AUTHOR’s cancellation
of his/her Publishing Account and cessation of all access to and use of the Platform and
Publishing Programme completely, or AUTHOR provides iKWENTO with a prior thirty (30) day’s
written notice of termination, whichever is the earlier. iKWENTO will be deemed to have
terminated this Agreement when it emails to the AUTHOR a notice of termination stipulating the
date on which this Agreement shall terminate. For the avoidance of doubt, iKWENTO reserves
the right to terminate this Agreement immediately upon notice at any time in iKWENTO’s sole
discretion. In addition, iKWENTO reserves the right to suspend or terminate AUTHOR’s access
to its Publishing Account at any time in iKWENTO’s sole discretion without prior notice (or
reasons) to AUTHOR. However, if iKWENTO does not send to the AUTHOR any notice of
termination, the suspension of AUTHOR’s Publishing Account may be temporary, and this
Agreement is therefore not terminated during such suspension until a notice of termination is
sent from iKWENTO to the AUTHOR.

7.2 Upon termination of this Agreement, iKWENTO shall remove from the Platform all Publications
submitted by AUTHOR, as well as all information relating to such Publications, prior to or within
seven (7) working days of termination, subject to Section 7.3 below.

7.3 Should there be any pending orders for any of the AUTHOR’s Publications accepted prior to the
termination of this Agreement, the AUTHOR hereby agrees and grants to iKWENTO the right to
continue fulfilling such orders even after termination of this Agreement.

Accordingly, AUTHOR grants to iKWENTO an extended license to maintain digital copies of the
AUTHOR’s Digital Content for the duration necessary to provide continuing access to, or re-
downloads of the AUTHOR’s Digital Content, in order for iKWENTO to fulfil its obligations to
customers who have purchased a Digital Module prior to termination of this Agreement.

In the event that iKWENTO possesses any remaining stocks of the AUTHOR’s Print Content,
the AUTHOR agree that iKWENTO may also continue selling such Print Content until the said
inventory has been exhausted, and for this purpose, the AUTHOR hereby grants to iKWENTO
the extended license (despite termination of this Agreement) to continue using the relevant
information, promotional materials, and branding that may be associated with the said Print
Content in order to advertise and sell iKWENTO’s remaining stocks of the said Print Content.
AUTHOR further agrees that the aforegoing shall also apply during any suspensions of
AUTHOR’s Publishing Account that iKWENTO may have effected as per Section 7.1 above.

7.4 For the avoidance of doubt, Section 7.3 above shall survive the termination of this Agreement,
and all rights to Digital Content acquired by iKWENTO’s customers shall therefore also survive
termination of this Agreement.
 SECTION 8
CONFIDENTIALITY

8.1 AUTHOR hereby undertakes to keep strictly confidential all confidential information regarding
iKWENTO and its affiliates (“Confidential Information”), including but not limited to the terms
and conditions of this Agreement, the collaboration between iKWENTO and the AUTHOR, any
pricing or revenue share information, any financial information of iKWENTO, and information
regarding any other AUTHORs or users of the Platform, unless the AUTHOR has procured the
specific prior written consent of iKWENTO in relation to any proposed use or disclosure of the
Confidential Information. The AUTHOR further undertakes to keep all Confidential Information
securely in a restricted access location only, and to allow access of such Confidential
Information only to its personnel on a need to know basis for the performance of this Agreement
subject to such personnel being obligated to maintaining confidentiality. The obligations
hereunder this Agreement shall survive the termination of this Agreement for as long as the
Confidential Information retains its nature of confidentiality.

8.2 The confidentiality obligations thereunder the Section 8.1 shall not apply in the event of
Confidential Information which:

(i) was at the time of disclosure to AUTHOR part of the public domain by publication or
otherwise without any breach of this Agreement or any other confidentiality obligations;
or

(ii) became part of the public domain after AUTHOR’s receipt of such Confidential
Information by publication or otherwise, without any breach of this Agreement or any
other confidentiality obligations; or

(iii) was already properly and lawfully in AUTHOR’s possession at the time it was received
from iKWENTO, any of its affiliates or respective representatives; or

(iv) was or is lawfully received by AUTHOR from a third party who was under no obligation
of confidentiality with respect thereto; or

(v) was or is independently developed by AUTHOR without reference to iKWENTO’s

Confidential Information; or

(vi) is required to be disclosed by law, regulation, judicial or administrative process; or

(vii) is disclosed to AUTHOR’s professional advisers on terms that such professional

advisers accept such Confidential Information under a duty of confidentiality.

SECTION 9
LIMITATION OF LIABILITY

9.1 No warranties of any kind, express or implied, are provided in relation to the platform, the
publishing programme, all services, products, activities and features thereto, and this
agreement. The platform and the publishing programme is provided "as is." under no
circumstances will iKWENTO, its affiliates, and respective agents, employees, directors, officers
and subcontractors be howsoever liable for any indirect losses, consequential losses, incidental
losses, punitive damages, exemplary damages, loss of profits, lost opportunities, data loss,
damage to property, or other special damages howsoever arising from or in relation to the
platform, the publishing programme, and/or this agreement, regardless of any theory of liability.

9.2 Without limiting the generality of Section 9.1, iKWENTO specifically disclaims, with respect to
all software (including without limitation, the platform), services (including without limitation, the
publishing programme and digital conversion of submitted publications), content, and/or
products provided by or on behalf of iKWENTO in connection with this agreement, all warranties,
expressed or implied, including but not limited to the implied warranties of merchantability,
fitness for a particular purpose (even if iKWENTO has been advised in advance of such
purpose), errors, omissions, non-updatedeness, interruptions, deficiencies, inefficiencies, non-
infringement, and amount of revenue generated. The author further acknowledges and agrees
that iKWENTO is unable to ensure the security of publications submitted to iKWENTO, that such
publications will be protected from theft or misuse or that customers will comply with any content
usage terms that iKWENTO may make applicable in relation to their downloading and/or use of
publications.
9.3 iKWENTO hereby fully excludes its liability for all losses and damages however incurred by
author, its representative, or any third parties in relation to this agreement, the platform and/or
the publishing programme. Nonetheless, where such liability cannot be excluded due to any
applicable law, author agrees that in view of there being no fees payable by author to iKWENTO,
and therefore as a calculated and reasonable allocation of risks between both parties, in no
event will iKWENTO’s and its affiliates’, and their respective agents’, employees’, directors’,
officers’ and subcontractors’ liability under this agreement for all claims cumulative exceed the
total amount of revenue share paid to author in the six (6) months immediately preceding the
date on which the earliest claim arose, or where no revenue share has been paid to author,
USD100.

SECTION 10
FORCE MAJEURE

10.1 The AUTHOR hereby agrees that iKWENTO will not be howsoever liable to AUTHOR for any
delay or failure to perform any obligations hereunder this Agreement caused by any event or
circumstances beyond iKWENTO’s control or foreseeability, including but not limited to acts of
God, civil unrest, terrorism, strikes, natural catastrophes, pestilence, lack of infrastructure, lack
of utilities, enactments of any laws or regulations, and impositions of any trade restrictions.

SECTION 11
GOVERNING LAW AND JURISDICTION

11.1 The AUTHOR agrees with iKWENTO that this Agreement shall be governed by and construed
in accordance with the laws of Singapore. Accordingly, both Parties agree to submit to the non-
exclusive jurisdiction of the Courts of Singapore without reference any conflict of laws theories.

SECTION 12
GENERAL PROVISIONS

12.1 Interpretation: The headings used in this Agreement have been inserted for convenience of
reference only and do not define or limit the provisions hereof. Any reference to a Section shall
refer to all clauses and provisions hereunder such Section. Any reference to a gender shall refer
interchangeably to all other genders as may be appropriate in the relevant context. Any
reference to a “day” shall refer to a calendar day, and any reference to a “working day” shall
refer to a weekday during which the banks in Singapore are open and accepting banking
transactions.

12.2 Assignment: This Agreement may not be assigned or subcontracted in whole or in part by
AUTHOR without the prior written consent of iKWENTO.

12.3 Invalid Provisions: If any provision of this Agreement becomes or is declared illegal, invalid,
void, voidable or unenforceable, such provision shall be deemed severable and divisible from
this Agreement and will be deemed to be deleted from this Agreement, and where possible,
replaced by a provision that comes closest to such unenforceable or voidable provision in
language and intent, without being illegal, invalid, void, voidable or unenforceable.

12.4 Waiver: Any term or condition of this Agreement may be waived at any time by the Party that is
entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written
instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver
by any Party of any term or condition of this Agreement, in any one or more instances, shall be
deemed to be or construed as a waiver of the same or any other term or condition of this
Agreement on any future occasion. The failure or delay of either Party at any time or times to
require performance of any provision hereof shall not be constituted as a waiver thereof and
shall in no manner affect its rights at a later time to enforce the same.

12.5 Entire Agreement: This Agreement, including all appendixes, addendums and schedules, if
any, constitutes the entire agreement between the Parties hereto with respect to the subject
matter herein and supersedes all previous agreements and understandings between the
Parties, whether written or oral. Any amendments to this Agreement are only effective if such
amendments are made in writing and signed off by all Parties.
12.6 No Third Party Beneficiaries: Save for the Parties to this Agreement, none of the provisions
of this Agreement shall be for the benefit of or enforceable by any other third party, including
without limitation any creditor or of either Party hereto. No such third party shall obtain any right
under any provision of this Agreement or shall by reason of any such provision make any claim
in respect of any debt, liability or obligation (or otherwise) against either Party hereto. The Parties
hereby agree that the Singapore Contracts (Rights of Third Parties) Act (Cap.53B) shall not
apply to this Agreement.

12.7 Notices: Any notice or written communication provided for in this Agreement shall be delivered
by hand, sent via registered post, courier, or email transmission to the last known (or last
communicated with) address of the receiving Party. Any such notice shall be deemed received
on the next working day if sent by hand or courier, 5 working days after the date of dispatch if
sent by prepaid registered mail, and on the same day (or the next working day if the day of
transmission is a non-working day) if sent by email without any notice of failure of transmission
being received by the sending Party.

12.8 Counterparts and electronic execution: This Agreement may be executed electronically, and
in any two or more counterparts, each of which, when executed, shall be deemed to be an
original and all of which together shall constitute one and the same document.

12.9 Survival: Any provisions herein this Agreement that, by their nature, are intended to survive,
shall survive the termination of this Agreement, including but not limited to Sections 1.2, 2.6,
2.8, 2.9, 5.3, 5.4, 5.7, 5.8, 5.10, 7.3, and the provisions thereunder Sections 6, 8 and 9.

12.10 No Partnership: This Agreement does not create any employment, partnership or joint venture
between the Parties. The Parties to this Agreement are independent contractors. Each Party
will bear its own costs and expenses in performing this Agreement.

EXECUTED AS A FULLY BINDING AGREEMENT ON THE PARTIES:

JYOTIRMOY SAHA JERRY B. GRACIO

Director Author
BIG CRUNCH DIGITAL PTE. LTD.

Date: Date: