# Creator contract

/chunks.ai/ and the Creator sign the following electronic contract when the Creator’s Channel is first established on the platform.&#x20;

Find Solution Ai Limited (FSAI) agrees to open its online platform /chunks.ai/ to the Creator to publish Channel content for Platform Users to browse, subscribe, and purchase. The two parties agree to enter into this contract to agree on the rights and obligations related to the Channel as follows in order to jointly abide by:

1. General terms
2. Both parties acknowledge the contract to exist in electronic form. Having checked "Agree” to the contract, the Creator is deemed to have read, understood, and agreed to all the terms and conditions of the contract.
3. FSAI will review the Channel (including its name, summary, pricing, and updates). If the Creator suffers any loss due to a Channel content review failure, it has nothing to do with FSAI, and FSAI shall not be required to be liable for compensation.
4. The Monthly subscription Plan submitted by the Creator should follow the price range recommended by FSAI. It is only given the approval by FSAI that an exception can be submitted for a Monthly Plan that exceeds the recommended price range.
5. Definition of terms in the contract:
   1. Platform Users: general visitors and /chunks.ai/ members.
   2. /chunks.ai/ Member: A person who has undergone the registration procedure of /chunks.ai/ and become verified as a Member.
   3. Creator (Party B): a Member who uploads or live streams on /chunks.ai/ for Platform Users to subscribe to its Channel.
   4. Subscribers: a Member who subscribes to Party B’s Channel on /chunks.ai/ with a monthly plan.
6. Qualifications of Party B
7. In accordance with the laws of the Hong Kong Special Administrative Region (HKSAR) of the People's Republic of China or the laws of the country to which it belongs, Party B shall be a natural person or legally registered legal person or group with full capacity of behavior and valid legal action. If Party B is not fully capable of behavior, it should be ensured that its legal representative has read, understood, and agreed to all the provisions of this contract before Party B establishes a Channel on /chunks.ai/ in accordance with the provisions of the contract.
8. Party B shall provide the necessary identification information (including but not limited to ID card, passport, and company business registration license) after the preliminary review of the Channel is passed, for FSAI to perform relevant identity and qualification verification. If Party B is not a Hong Kong citizen, it should provide a copy of the passport or proof of long-term residence in Hong Kong. If Party B is an overseas legal person, it shall issue a legal registration license of the country where it belongs.
9. Party B should have an account with a financial institution that can support FSAI’s transactions (including but not limited to a bank account in Hong Kong and Paypal account).
10. In addition to the aforementioned qualifications, if other qualifications are required due to the Channel’s establishment, administration, or compliance with laws and regulations, Party B shall also cooperate with providing relevant materials and documents for verification and use by FSAI.
11. Party B should guarantee that the relevant information and documents provided for the registration of /chunks.ai/ Membership and in accordance with this contract are correct and real-time information. Except for the group representative of a joint operation of the Channel, Party B will never provide this information on behalf of others to apply a Channel on /chunks.ai/. If Party B wants to change the relevant information provided after the application, it shall submit the updated information within 5 working days from the date of notifying the FSAI. If the updated information is not submitted within the time limit and the review fails, Party B bears the relevant responsibilities.
12. Period of cooperation&#x20;

According to the agreement in Article 1 of this contract, the contract takes effect when Party B selects "Agree” to the Creator Contract on /chunks.ai/ and ends after Party B’s Channel performance is completed or both parties agree to terminate.

1. /chunks.ai/’s platform services

/chunks.ai/ is an online platform that provides communication between Party B and Platform Users. Party B can establish a Channel on /chunks.ai/ and publish its creative content (including but not limited to texts, images, audios, and videos, or any other materials) for Platform Users to browse, subscribe or purchase.

In addition to providing /chunks.ai/ web space for Party B to use, FSAI also assists Party B in managing, disseminating, and promoting the Channel, and provides functions or services related to the interaction between Party B and Platform Users. In addition to charging the basic platform fees, FSAI also collects payments from Subscribers through partnering third parties, and records the details of their revenue share.

1. Payments and Party B’s obligations
2. After the Channel is listed on /chunks.ai/, it provides for Monthly subscription Plans to all /chunks.ai/ Members, and the detailed calculation, payment method, and payment schedule are explained as follows:
   1. Calculation:

FSAI will provide Party B with the payment details on the 4th of each month to indicate the “Total Monthly Payment by Subscribers” calculated as follows:

1. Handling fee: the handling fee charged by the third-party payment flow company is 2.25% of the amount actually paid by Subscribers.
2. Platform service fee: the total amount of pre-tax payments (total monthly subscription income/1.05) subtracted the handling fee of the payment flow company, and multiplied by 20% becomes  the platform service fee charged.

The formula: \[(total monthly subscription income/1.05-(total monthly subscription income\*2.25%)]\* 20%

1. Marketing fee: Party B agrees that in order to promote the Channel, FSAI will initiate marketing activities (including but not limited to advertising, coupons, discount codes, and activity points) on /chunks.ai/, and collect a certain percentage of the pre-tax marketing expense from Party B.
2. Sale proceeds: the total amount of pre-tax payments subtracted the aforementioned handling fee of the payment flow company, platform service fee and marketing fee (if any), becomes the sale proceeds of Party B’s Channel in that month.
3. Disbursement schedule and description:
   1. On the 25th of each month, the company will transfer Party B’s sales proceeds for that month to its designated account in HKSAR by means of remittance. If it falls on a public holiday, the transfer will be postponed to the next working day.
   2. If Party B is an individual Platform User, FSAI will make relevant declarations for and collect charges from Party B’s sales proceeds in accordance with the taxation laws and regulations of HKSAR.
   3. If Party B is a company legal person, after receiving the payment  details of the Channel provided by FSAI, Party B shall issue a tripartite or electronic invoice for the sale proceeds including its business tax and deliver it to FSAI before the 15th of the month. On the 25th of the month, based on the provided invoice FSAI shall remit Party B’s dues for the period to its designated account. However, if FSAI does not receive the invoice before the 15th of the month, the dues will be allocated on the 10th of the next month; that is, both parties agree that upon the reception of the invoice, FSAI will remit Party B’s dues on the 25th of each month or on the 10th of the next month, and if it falls on a public holiday, the transfer will be postponed to the next working day.
4. The remittance account used by FSAI is from the Hong Kong and Shanghai Banking Corporation. If Party B’s account for financial transactions is not from the same bank, its derivative inter-bank remittance fees will be directly deducted from Party B’s sale proceeds.
5. The details of the payment of a Monthly Plan on /chunks.ai/ are as follows:

After completing the payment with a credit card on /chunks.ai /, the Subscriber will receive a notification of successful payment from a third-party payment flow company to indicate the deductions made. The payment will be automatically made once a month upon no cancellation. Subscribers can apply for a cancellation of Subscription on /chunks.ai/ at any time, and the last day for the use of their subscribed Channels is the day before the next payment date.

1. If a Subscriber applies for a refund or change of a Monthly Plan during a subscription period, FSAI will be responsible for the processing if it is reviewed and approved by FSAI, and Party B shall unconditionally follow the instructions of FSAI to cooperate (including but not limited to paying direct refunds by Party B and deducing from previous payments to Party B).
2. If there is an application for a refund, the remittance amount will not be allocated to Party B; if the current remittance has been allocated to Party B, Party A will automatically deduct it from the amount to be paid to Party B in the next payment period.
3. If Party B fails to implement or delays the delivery of the promised content on the Channel that month, or if there is a gap between the actual implementation of and  the promised Channel content, Party B must notify and announce to all Subscribers. If FSAI confirms that Party B has the aforementioned situation, it will notify Party B in writing to make improvements within a limited time. If Party B fails to make improvements after the deadline, Party A has the right to remove the Channel from the shelves at the end of the month and proactively refund the Subscribers. If Party B suffers any damage due to the aforementioned situation, Party B shall bear all responsibilities. If FSAI is requested by a Subscriber or relevant third party for compensation due to the aforementioned situation, or suffers any other damage, FSAI has the right to request Party B to cover all relevant costs (including but not limited to the return of sale proceeds, Monthly Plan related expenses incurred by refunds, compensation for third parties, litigation fees, and attorney fees).
4. Party B should avoid using illegal or sensitive words (including but not limited to terms such as “lifetime use” or “permanent viewing”) in the relevant texts of the Channel that include but are not limited to Channel introduction, video introduction, Channel content, etc.
5. Party B has the obligation to prevent FSAI from getting involved in disputes with Subscribers or that may be attributable to Party B. If FSAI gets involved in such a dispute, Party B is obliged to cooperate, explain and help to resolve it. If FSAI suffers litigation claims and fines due to such a dispute, Party B shall compensate FSAI for all the resulting losses (including but not limited to court fees, compensatory damages, and attorney fees).
6. Intellectual property rights
7. Party B guarantees that any content (including but not limited to publicly posted or privately transmitted texts, images, audios, videos, or any other materials, collectively referred to as “Party B's work”) posted on /chunks.ai/ is original or has obtained the legal authorization from the owner, and guarantee that the work of Party B does not violate any laws or infringe the rights of any third party (including but not limited to copyright and intellectual property rights).
8. If Party B’s work is likely to violate laws and regulations (including but not limited to copyright and intellectual property rights) or get involved in related administrative or judicial procedures, FSAI has the right to decide on its own whether to immediately suspend or terminate the Channel, and request Party B to return the income derived from the Channel’s sale proceeds. If any administrative or judicial procedures are involved in Party B’s work, Party B shall bear all the responsibilities on its own, and shall pay compensation for all losses, damages, and impairment of goodwill incurred on FSAI (including but not limited to attorney fees, court fees, and refunds to Subscribers).
9. During the cooperation period, Party B abides by the laws and regulations of HKSAR or its country and other relevant regional laws, and guarantees that it will not use its Channel and /chunks.ai/ to conduct any illegal or improper activities, or intend any damage to FSAI or the services of /chunks.ai/.
10. Party B understands the borderless nature of the Internet, and guarantees to abide by all laws and regulations regarding online behavior, the aforementioned provisions on intellectual property protection, and all laws and regulations that may apply to the creation of content in HKSAR or its country and the region where Party B is located.
11. Authorization to use Party B’s work
12. According to the laws of intellectual property rights, Party B’s work belongs to Party B or other right holders, but Party B can authorize FSAI to use, rewrite, distribute, and translate the the information published on /chunks.ai/ by the Channel (not including the content that can only be accessed by a Monthly Plan) on a global scale, and to disseminate the information in any forms.
13. If FSAI needs to use the paid content of Party B’s Channel on /chunks.ai/ for other purposes such as marketing and public exposure, it must notify Party B in advance in writing.
14. Termination
15. If the content of Party B’s Channel is likely to violate the content or intent of this contract, FSAI may suspend the Channel and require Party B to enter into an agreement within seven days; if the agreement fails, FSAI may unconditionally terminate this contract, and Party B’s related losses (including but not limited to sales income) Or the expenses and related losses incurred by the refund procedures) shall be borne by Party B. If FSAI is subject to a request for a refund by a subscriber or a third party for compensation or any other damages due to the above circumstances, FSAI has the right to request payment of all fees from Party B (including but not limited to the return of sales proceeds, and the refund of the subscriber’s fees). Related costs, third party compensation, litigation fees, attorney fees, etc.).
16. If the content of Party B’s channel violates laws and regulations, violates public order and good customs, or otherwise affects perceptions, or involves related administrative or judicial procedures due to channel-related content, FSAI has the right to add, delete, modify, stop or suspend the content of the channel after notifying Party B in writing. Forcibly remove the content of the channel. If FSAI is subject to a request for a refund by a subscriber or a third party for compensation or any other damages due to the above circumstances, FSAI has the right to request payment of all fees from Party B (including but not limited to the return of sales proceeds, and the refund of the subscriber’s fees). Related costs, third party compensation, litigation fees, attorney fees, etc.).
17. During the cooperation period, if Party B intends to terminate this contract, it shall inform FSAI to obtain a consensus between both parties, and after the promised channel content has been fulfilled before termination, and the subscribers have been notified, the channel will not be formally removed from the shelves next month.
18. In addition to the terms of this contract, if any party violates any of the provisions of this contract, the other party may immediately notify the breaching party in writing to make improvements within a time limit. If there is no improvement within the time limit, the party who has not breached the contract may terminate this contract. If one of the attributable parties causes damage to the other party, the other party may request damages from the attributable party.
19. The rights and obligations of both parties, in addition to the terms of this contract, are in accordance with the laws and regulations of the Hong Kong Special Administrative Region or the country to which it belongs and other relevant regional laws and regulations.
20. Confidentiality
21. Either party guarantees itself and its employees, without the written consent of the other party or the performance of this contract, shall not disclose, orally or in writing, any confidential information of the other party learned by the contract in any forms (including but not limited to documents, data, personal information, emails, and marketing plans) to third parties.
22. The confidentiality obligation stipulated in item 1 of this article does not apply to the following matters:
    1. confidential information of the other party obtained in compliance with the law and the specifics of this contract.
    2. information legally known before obtaining the confidential information of the other party.
    3. information independently obtained from a third party who has no obligation to keep confidentiality.
    4. information independently developed and created by either party.
    5. information for the general public, for example, disclosed for commercial use, marketing, and patent application.
    6. information disclosed in accordance with regulations or administrative orders.
23. No guarantees
24. /chunks.ai/ does not guarantee that it will meet Party B’s requirements;
25. /chunks.ai/ does not guarantee that it will be uninterrupted, provided in a timely manner, safe and reliable, or error-free;
26. Any errors in the software of /chunks.ai/ are not guaranteed to be corrected.
27. FSAI does not guarantee that /chunks.ai/ will be free from virus interference or Trojan attacks, stable, safe, reliable, and uninterrupted. Whether to use /chunks.ai/ should be considered by Party B at its own risk.
28. Any advice or information obtained by Party B through the Channel, unless explicitly stipulated in this contract, shall not constitute any guarantees of FSAI to Party B.
29. Party B understands that /chunks.ai/ is only an online platform, and that Party B can create Channel content on /chunks.ai/ for Platform Users to browse, subscribe or purchase, but it does not mean that FSAI guarantees the accuracy and legitimacy of Party B’s Channel content.
30. Limitation of liability
31. FSAI shall not be liable for any direct or indirect compensation of Party B due to this contract, even if FSAI has been informed that Party B may incur relevant losses in advance.
32. If FSAI violates the obligations of this contract and other relevant regulations, the amount of compensation to Party B shall be capped by the platform service fees charged by FSAI to Party B as stipulated in this contract.
33. Clarification
34. This contract can only be signed after a reasonable period of preliminary review has been given to both parties.
35. If either party has a breach of contract or a dispute occurs between the two parties, it shall first be resolved through negotiation. If a litigation is submitted to the court, both parties agree that the District Court of the Hong Kong Special Administrative Region shall be the court of first instance jurisdiction, and the laws and regulations of the Hong Kong Special Administrative Region or its and other relevant regional laws and regulations shall be the applicable law.
36. Other issues
37. If Party B does not provide necessary information in the specified ways, or the information provided is incorrect or inconsistent with the facts, or the information is not updated, the company has the right to refuse or suspend the provision of services on /chunks.ai/ to Party B at any time without prior notice.&#x20;
38. Without the written consent of FSAI, Party B shall not assign any rights or obligations claimed in this contract to a third party.
39. If there are any matters not covered in this contract, it shall be supplemented in accordance with the laws and regulations of HKSAR and other terms announced on the platform; other additional terms announced on the platform are also part of this contract, and both parties shall also abide by it.
40. If any clause in this contract or any other term announced on the platform is deemed illegal or invalid by the court, the rest of the terms in this contract announced on the platform is still valid and should be implemented.
41. The effective date of this contract is September 1, 2021, and it should replace all written and oral agreements previously made by both parties. If after Party B has signed this contract by checking “Agree” to the Creator Contract on /chunks.ai/, and the two parties have signed additional agreements in writing, the content of the latest agreements shall prevail.
42. Articles 6, 7, 8, 9, 10 and 11 of this contract shall not lose their validity due to the expiration or termination of this contract.
43. FSAI’s failure to exercise or enforce any rights granted by this contract or other terms announced on the platform does not constitute a waiver of such rights.
44. FSAI reserves the right to interpret, modify, and terminate the terms of this contract and other terms announced on the platform. The detailed measures and changes are based on the public announcements on /chunks.ai/.
