Creator Agreement

• Platform — the Sage mobile applications, website and related services.
• Offer — a paid product you publish on the Platform: one-to-one coaching, a community/membership, or another format Sage enables.
• Subscriber — a user who purchases access to one of your Offers.
• Content — any material, coaching, messages, programs, media or services you provide through the Platform.
• Net Revenue — the amount paid by a Subscriber for an Offer, excluding taxes (VAT/sales tax) and before any platform fee.
• Creator Earnings — your 80% share of Net Revenue, as defined in Section 6.

• You must be at least 18 years old and able to enter into a binding contract.
• You must provide accurate identifying and tax information and keep it current.
• You must complete payment onboarding and identity verification (KYC) through our payments provider, Stripe, including Stripe's Connected Account Agreement. We may not pay you until this is complete.
• Creator accounts are subject to review and approval by Sage. We may approve, decline, suspend or remove any Creator or Offer at our discretion.
• One Creator account per person or entity, unless we agree otherwise in writing.

You act as an independent business. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between you and Sage. You are solely responsible for the way you deliver your Content, for your own equipment, staff and costs, and for your own taxes and social contributions. You may not represent yourself as an employee or agent of Sage.

• You decide what Offers to publish and set their price within the ranges the Platform allows.
• You are solely responsible for delivering the coaching, community and other services you promise to Subscribers, to a professional standard and in line with your published description.
• You are responsible for the accuracy, legality and safety of your Content, including any fitness, nutrition or health guidance. You will include appropriate disclaimers and will not provide medical advice unless you are qualified and licensed to do so.
• You will comply with the Sage Community Guidelines and the prohibited-content rules in Section 11.

You retain ownership of your Content. You grant Sage a worldwide, non-exclusive, royalty-free licence, for the duration of this Agreement, to host, store, reproduce, display, distribute, market and make your Content and Offers available to Subscribers through the Platform, and to use your name, handle and likeness to promote your Offers. This licence ends when the relevant Content is removed, except as needed to complete transactions already in progress, to comply with law, or for reasonable back-ups.

You represent that you own or have all rights necessary to grant this licence and that your Content does not infringe any third party's rights.

Sage is the Merchant of Record. Sage sells access to your Offers to Subscribers in its own name, collects payment, and is responsible for charging and remitting the consumer sales tax/VAT due on those sales. Your relationship for tax purposes is with Sage, not with the individual Subscriber.

• Platform fee & split. Sage retains a platform fee of 20% of Net Revenue. You receive Creator Earnings of 80% of Net Revenue. Taxes collected from Subscribers are not part of Net Revenue and are retained by Sage to remit.
• Payouts. Creator Earnings are paid to you through Stripe Connect on a weekly cadence, after a 7-day holding period from each sale (a fraud/chargeback buffer), in your Stripe settlement currency. Stripe's fees and any currency conversion may apply as set by Stripe.
• Refunds & chargebacks. If a sale is refunded, reversed or charged back, the corresponding amount (including your share) is deducted from your balance or clawed back from future Creator Earnings.
• Adjustments. We may withhold or offset amounts to correct errors, recover refunds/chargebacks, or where required by law.
• Reserves & negative balances. Sage (or its payment providers) may hold, delay or reserve part or all of a payout where reasonably needed to cover refunds, chargebacks, disputes or suspected fraud. If refunds or chargebacks exceed your balance, it goes negative; you must repay the shortfall, and Sage may recover it from future Creator Earnings or by other lawful means. This repayment obligation survives the closing, suspension or termination of your Creator account.

Self-billing agreement. Because Sage is the Merchant of Record and settles funds to you, you appoint and authorise Sage to issue invoices on your behalf (self-billing / autofacturare) for the Creator Earnings payable to you, for the duration of this Agreement.

• You agree not to issue your own invoices to Sage for amounts covered by a self-billed invoice.
• You will accept each self-billed invoice we issue for the Creator Earnings shown, and will notify us promptly if any detail is incorrect.
• You will notify Sage promptly of any change to your name, address, business/tax status, or VAT registration, as these affect how invoices are issued.
• VAT / reverse charge. If you are a business registered for VAT in the EU, your supply of services to Sage is generally subject to the reverse-charge mechanism (VAT accounted for by Sage in Romania; 0% charged by you). If you are not VAT-registered, no VAT is added. You remain responsible for confirming your own VAT obligations.
• This self-billing arrangement runs for the term of this Agreement and will be reviewed if either party's VAT status changes.

• Consumer tax. Sage, as Merchant of Record, is responsible for calculating, collecting and remitting the VAT/sales tax due from Subscribers on sales of your Offers.
• Your taxes. You are solely responsible for declaring and paying all income tax, social contributions and any other taxes due on your Creator Earnings in your own country of residence.
• Information & reporting. You will provide the tax information we reasonably request. Sage may be required to report your earnings to tax authorities (for example under DAC7 in the EU) and you consent to such reporting.
• Withholding. Where the law requires Sage to withhold tax from your payouts, we will do so and remit it to the relevant authority.

• This Agreement starts when you accept it and continues until terminated.
• You may stop offering and close your Creator account at any time; you remain responsible for delivering Offers already sold for the period Subscribers have paid for.
• Sage may suspend or terminate your Creator account or any Offer, with or without notice, for breach of this Agreement, legal or risk reasons, or where required by our payment providers or the app stores.
• On termination, active Subscriptions are handled as set out on the Platform (typically Subscribers keep access until the end of the period already paid for, then it lapses). Earned but unpaid Creator Earnings are paid out subject to the normal holding period and any offsets.
• Sections that by their nature should survive (IP warranties, fees owed, taxes, indemnity, liability, governing law) survive termination.

You represent and warrant that: you have the authority to enter into this Agreement; all information you provide is accurate; your Content is lawful and does not infringe third-party rights; you hold any qualifications, licences or insurance required to deliver your Offers; and you will comply with all laws applicable to you, including consumer-protection and health/fitness regulations.

You will not publish or deliver Content that is illegal, sexually explicit, hateful, harassing, dangerous, misleading, or that promotes disordered eating, unsafe practices or unlicensed medical claims; that infringes intellectual property; or that violates the Sage Community Guidelines or the rules of Apple's App Store or Google Play. You will not use the Platform to defraud users.

No circumvention. You will not (a) direct, encourage or solicit Subscribers to buy your Content or transact with you outside the Platform in order to avoid Sage's fees; (b) advertise, link to, or name competing platforms inside the Platform or to Subscribers you reached through it; or (c) use Subscriber contact details obtained through the Platform to take that relationship off-Platform. Deliberate or repeated circumvention is a material breach and may lead to suspension, termination, and withholding of the affected earnings.

You will indemnify and hold Sage harmless against any claims, losses, damages and reasonable costs (including legal fees) arising from your Content, your Offers, your breach of this Agreement, your breach of law, or your dealings with Subscribers.

To the maximum extent permitted by law, Sage is not liable for indirect or consequential losses, or for lost profits or lost earnings. Sage's total liability to you under this Agreement is limited to the total platform fees Sage retained from your sales in the three (3) months before the event giving rise to the claim. Nothing limits liability that cannot be limited by law.

Each party will comply with applicable data-protection law (including the GDPR) when handling personal data. Sage processes Subscriber and Creator data in line with the Sage Privacy Policy. You will only use Subscriber personal data made available to you to deliver your Offers, and not for unrelated marketing without a lawful basis.

We may update this Agreement. If a change is material, we will give you reasonable notice (for example, in-app or by email). Continuing to offer on the Platform after a change takes effect means you accept the updated Agreement. Each version is identified by a version number and effective date; we keep a record of the version you accepted.

This Agreement is governed by the laws of Romania. The courts of Bucharest, Romania have exclusive jurisdiction over any dispute, without prejudice to any mandatory consumer-protection rights you may have where you live.

Talk to us first. Before starting any formal proceeding, you agree to raise the issue with Sage in writing (at contact@sageacademy.app) and allow 30 days to resolve it in good faith.

This Agreement, together with the documents it refers to (the Sage Terms of Service, the Privacy Policy, the Community Guidelines and Stripe's Connected Account Agreement), is the entire agreement between us on this subject. If any provision is unenforceable, the rest remains in force. You may not assign this Agreement without our consent; we may assign it to a group company or successor. Notices to you may be given in-app or by email.

You accept this Agreement electronically when you tick "I have read and agree to the Sage Creator Agreement" and submit your creator application. Sage records the version accepted, the date and time, and your account identity as evidence of acceptance. This electronic acceptance has the same effect as a signature.

On behalf of Sage: Friday Technologies SRL(Bucharest, Romania; J40/11353/2022; CUI 46304555).