Tepa Publisher Offer Agreement

Effective: September 15, 2026

This Tepa Publisher Agreement (the 'Agreement') is entered into by DGP EU Sp. z o.o., ul. Zlota 75A/7, 00-819 Warszawa, Poland (NIP: 5273096711, KRS: 0001085551) ('Tepa') and the Tepa Publisher Connect account holder. In this Agreement, the Tepa Publisher Connect account holder will be referred to as the 'Publisher'.

This Agreement will come into effect when the 'Accept and Agree' button below is clicked by or on behalf of Publisher ('Effective Date'). If you accept this Agreement on behalf of the Publisher: (a) you agree that you have full legal authority to bind that entity to this Agreement, and (b) you agree on behalf of the Publisher to the terms and conditions of this Agreement. If you do not have the legal authority to bind the Publisher to this Agreement, or do not agree to this Agreement, please do not click the 'Accept and Agree' button below.

INTRODUCTION

(A) Publisher develops markets, produces and distributes certain Authorised Titles (as defined below).

(B) Publisher and Tepa wish to enter into this Agreement under which Publisher authorises Tepa to: copy, store and host certain of the Authorised Titles; to display portions of such Authorised Titles to end users of the Tepa Services for the purpose of promoting the Authorised Titles; and to enable End Users to purchase access to the full text (among other things) of Authorised Titles that Publisher elects to make accessible for such use.

AGREED TERMS

1. Definitions

1.1 In this Agreement, unless expressly stated otherwise:

‘Affiliate’ means any entity that directly or indirectly controls, is controlled by, or is under common control with, a party.

‘Authorised Titles’ means those literary works developed, marketed, produced and distributed by Publisher that are provided by Publisher to Tepa under this Agreement for inclusion in Tepa Services and/or the Tepa Books service in any of the ways described in clause 2.

‘Brand Features’ has the meaning given to that term in clause 3.9.

‘Confidential Information’ means information disclosed by or on behalf of Tepa (or a Tepa Affiliate) to Publisher, or by or on behalf of Publisher to Tepa (or a Tepa Affiliate) in connection with or in anticipation of this Agreement that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient or that was lawfully given to the recipient by a third party.

‘Content Excerpt Page(s)’ means a digital image of Publisher Content (or equivalent amount of Publisher Content in another format) and other material determined by Tepa.

‘Contract Year’ has the meaning given to that term in clause 8.4.

‘E-Reader Device’ means any device that enables access to digital books.

‘End User’ means an end user who accesses or uses Tepa Services.

‘Family Group’ means a group of up to six (6) End Users.

‘Family Manager’ means the member of the Family Group who is:

(a) an End User; and

(b) responsible for managing various aspects of the Family Group account, as further described in this Agreement.

‘Family Payment Method’ means the form of payment controlled by the Family Manager which may be used by any Family Group member to complete purchases on Tepa Services.

‘Family Sharing’ means that End Users in a Family Group may purchase a single copy of a Tepa Book and share it with other members in their Family Group.

‘Fixed End Price’ has the meaning given to that term in clause 4.2(a).

‘Tepa Book’ means a digital copy of an Authorised Title selected by Publisher in the Publisher Account to be made accessible for sale to End Users under this Agreement. The Tepa Book will include all Publisher Content in the relevant Authorised Title.

‘Tepa Services’ means any products, services or technology provided by or being developed by or on behalf of Tepa or any Tepa Affiliate from time to time. Tepa Services includes products, services and technologies that are accessible through and otherwise provided by various computer and electronic technologies, networks (syndicated and otherwise) and systems, including, mobile wireless services and Internet-based services accessible through Tepa or any Tepa Affiliate sites and any Syndication Partner sites.

‘Intellectual Property Rights’ means all copyright, moral rights, patent rights, trade marks, design rights, rights in or relating to databases, rights in or relating to confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world.

‘List Price’ means the price recommended by Publisher as the price for Tepa to sell each Tepa Book excluding all applicable taxes.

‘Program Policies’ means the then current program policies for the Tepa Book service, as published by Tepa from time to time and currently located at https://tepa.one/publisher-program-policies.

‘Publisher Account’ means the account held by Publisher relating to Publisher's participation in Tepa Services and the Tepa Book service.

‘Publisher Content’ means all content contained within the Authorised Titles, including but not limited to all text, images, photographs, illustrations, materials and artwork contained both within the Authorised Title and on any jackets and covers.

‘Purchased Content’ means Tepa Books that an End User has purchased.

‘Revenue Split’ means the percentage of Net Revenue payable to the Publisher as described in clause 5.1.

'Net Revenue' means the amounts actually received by or on behalf of Tepa in connection with a sale of a Tepa Book, less (a) Transaction Taxes and any other taxes charged to the End User (including VAT), and (b) fees and commissions charged by the applicable payment channel, including payment processors (such as Stripe) and app store operators (such as Google Play and Apple App Store).

'Referral Sale' means a sale of a Tepa Book that meets all of the conditions set out in clause 5.2 (Referral Sales).

‘Search Results’ means results and related advertising (if any) served to End Users by Tepa (or a Tepa Affiliate) in response to requests by End Users.

‘Syndication Partners’ means any third party which has entered into a written agreement with Tepa or a Tepa Affiliate under which such third party may implement certain of the Tepa Services as part of its own services and/or products in accordance with such agreement in such a way as to make the relevant Tepa Services available to its own end users.

‘Territories’ means the territories designated by Publisher in the Publisher Account applicable to the Tepa Book(s).

‘Transaction Taxes’ means taxes of any and all kinds that are required (by any governmental tax authority) to be charged by Publisher to Tepa (including, but not limited to, value-added taxes (VAT), goods and services taxes (GST), sales taxes and transfer taxes).

The words 'include' and 'including' will not limit the generality of any words preceding them.

A 'person' includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2. Designation and Delivery of Authorised Titles

2.1 Publisher will designate titles as Authorised Titles by delivering Authorised Titles in digital format directly to Tepa.

2.2 Publisher will deliver Authorised Titles to Tepa in a digital format acceptable to Tepa. Publisher will deliver the first instalment of Authorised Titles to Tepa within 30 days of the Effective Date. Publisher may continue to deliver Authorised Titles to Tepa in the manner set out in this clause throughout the term of this Agreement. All deliveries of Authorised Titles will be in accordance with Tepa's instructions, as notified to Publisher from time to time and will be at Publisher's expense. Publisher will also provide such technical support, at no cost, as is reasonably necessary to transfer any Authorised Titles.

2.3 Tepa will not return any Authorised Titles provided by Publisher.

3. Use of Content

3.1 Publisher Authorisations. Publisher requests and authorises Tepa on a worldwide, non-exclusive basis to:

(a) render the Publisher Content into digital format and/or transcode and adapt the Publisher Content and/or Tepa Books to enable the Publisher Content and/or Tepa Books to be viewed or accessed in a different digital format and/or on a particular E-Reader Device;

(b) index the Publisher Content and store the Publisher Content (and copies thereof) on servers hosted by or on behalf of Tepa;

(c) use the Publisher Content to create, and to host, store, operate, maintain and make available, Content Excerpt Pages (which may be changed by Tepa from time to time);

(d) copy, reproduce, display, perform, adapt, use, communicate and make the Publisher Content available to the public (in whole or in part) as part of and/or through the Tepa Services (or any of them);

(e) promote and market Tepa Books, including by providing promotional materials of Authorised Titles (covers, descriptions and fragments) to third parties - such as marketing partners, media and referral program participants - for the purpose of promoting the Authorised Titles in the interests of Tepa and Publisher;

(f) sell Tepa Books to End Users;

(g) use, copy, reproduce, display, store, perform, adapt, show, play and distribute Tepa Books, communicate, make available and make copies available of Tepa Books (in each case including by way of caching, through the Tepa Services and on End User devices), in each case to allow End Users to receive, use, display, store, access, view and read Purchased Content, including by way of synchronous display of the pages of Tepa Books to the participants of a private reading session conducted via video call within the Tepa Services, and do such acts as permitted by applicable law and/or which are enabled by the functionality provided from time to time by the Tepa Services;

(h) provide End Users rights to Purchased Content on a perpetual and irrevocable basis notwithstanding that the Agreement has terminated;

(i) allow End Users to store and view previews of Authorised Titles, including (in relation to Tepa Books) when disconnected from the Internet, in each case in accordance with clause 3.10 (Previews);

(j) use, copy, display, store, perform, show, play, adapt, distribute Publisher Content, communicate, make available and make copies available of Publisher Content for the purpose of: (i) technically enabling any of the above (a) to (j); and/or (ii) testing.

3.2 Family Sharing Authorisations.

(a) The rights, authorisations and licences granted by Publisher to End Users under this Agreement for Tepa Books and Purchased Content are granted by Publisher to every member of the applicable Family Group for the purpose of Family Sharing.

(b) The rights, authorisations and licences granted by Publisher to Tepa under this Agreement (including, without limitation, under clause 3.1 (Publisher Authorisations)) allow Tepa to make the applicable Tepa Books and Purchased Content available to every member of the applicable Family Group in the same way as to the End User that purchases the applicable Purchased Content.

3.3 Territories. Tepa will use reasonable endeavours to restrict sales of Tepa Books to End Users in the Territories but once purchased, End Users can access and view Purchased Content in any location. Tepa does not represent or warrant that any steps taken by it to limit sales to End Users in the Territories pursuant to this clause will in every instance be effective and Publisher understands that in some instances, Tepa Books may be purchased by End Users outside the Territories. Publisher agrees that such purchases will not be a breach of this Agreement.

3.4 Copy Protection Settings. The Publisher Account will allow Publisher to choose preview and copy protection settings for their Purchased Content as further described in the Program Policies. Tepa will apply the chosen settings within the technical capabilities of the Tepa Services.

3.5 Tepa Discretion. Tepa may cease to: scan, index and host the Authorised Titles and display Content Excerpt Pages; and/or to sell, distribute or use any Tepa Book(s) at any time at its discretion. Without limitation to the foregoing, Tepa does not represent nor warrant that it will use or continue to use each Authorised Title that Publisher sends to Tepa. If Tepa terminates or suspends the services under which Tepa sells Tepa Books to End Users, Tepa will pay Publisher's earned balance to Publisher within 90 days after Tepa suspends or terminates the service. All sales preceding the suspension or termination of such services by Tepa will survive the suspension or termination.

3.6 Affiliates. Tepa may authorise any of its Affiliates to exercise Tepa's rights under this Agreement or perform any of its obligations under this Agreement, provided that Tepa will be liable for any breach of this Agreement by its Affiliates. Tepa may also authorise the following to exercise the rights granted to Tepa under this Agreement: (a) End Users and third parties in connection with the exercise of rights under this Agreement; and (b) its Syndication Partners, in connection with the use, supply and operation of preview available on Tepa Services that each Syndication Partner makes available to its own end users.

3.7 Program Policies. Publisher will comply with the Program Policies. Tepa may change the Program Policies from time to time upon notice to Publisher. The Tepa Services are directed at children and families: Publisher will ensure that each Authorised Title is appropriate for children and complies with the content standards set out in the Program Policies (in particular, contains no adult or sexual material, no graphic violence, no hate speech and no content that exploits or endangers children); Tepa may reject or remove Content that, in its reasonable judgment, does not meet these standards.

3.8 Proprietary Rights and Intellectual Property Rights. Except to the extent expressly stated otherwise in this Agreement, no party will acquire any right, title or interest in any proprietary rights and/or Intellectual Property Rights belonging to another party, or another party's licensors.

3.9 Brand Features. Publisher grants to Tepa a non-exclusive, worldwide, royalty-free licence to use its trademarks, trade names, designs and logos ('Brand Features'), solely for use in connection with the Publisher Content and Tepa Books, and/or in presentations, marketing materials, customer lists, financial reports and web site listings of customers, and as otherwise provided under this Agreement. All use of Publisher's Brand Features, and all goodwill associated with that use, will inure solely to the benefit of Publisher. Subject to the express licence granted under this clause, right, title and interest in and to Publisher's Brand Features are and will remain with Publisher.

3.10 Previews. Tepa will use reasonable endeavours to ensure that:

(a) the total amount of any Authorised Title viewed by an End User via Content Excerpt Pages through Tepa Services in any consecutive 30 day period; plus

(b) the amount of any Authorised Title that may be included in any preview of a Tepa Book under clause 3.1 (Publisher Authorisations),

will not in aggregate exceed the greater of: (i) 20% of the Authorised Title; or (ii) the percentage limits set in the Publisher Account for previews.

4. Pricing Options

4.1 Pricing of Tepa Books. Publisher may recommend a List Price to sell each Tepa Book. Where the applicable law does not require a Fixed End Price (as defined below), Tepa will set the final price of Tepa Books to End Users. Tepa will pay revenue share to Publisher based on Net Revenue (as described in clause 5.1 (Revenue Split). Publisher acknowledges that its choice of currencies may limit the territories in which Tepa distributes Tepa Books. Publisher may authorise on a title by title basis through the Publisher Account that Tepa may take additional steps to facilitate transactions of Tepa Books in currencies other than the currency provided by the Publisher. In such cases, Publisher acknowledges that the revenue splits in clause 5.1 (Revenue Split) may be calculated based on the currency in which the Tepa Book was sold.

4.2 Fixed Book Pricing.

(a) Notwithstanding clause 4.1, Publisher will, where it is legally required for sales of a particular Tepa Book into a particular Territory, specify to Tepa a fixed end price for the respective Tepa Book to be sold to End Users in such Territory, including all applicable taxes such as any value added and sales tax (such price will be referred to as the 'Fixed End Price'). Publisher must comply with any applicable fixed price regulation. Publisher acknowledges that Tepa relies on the information provided by Publisher on the pricing of a Tepa Book to ensure that such Tepa Book is sold for a price that complies with applicable fixed price regulation. Publisher will use the tools as provided by Tepa in the Publisher Account (as may be updated from time to time) or any other method agreed between the parties in order to communicate the Fixed End Price (and related information) for each Tepa Book to Tepa in the currency of the Territory.

(b) Notwithstanding clause 4.2(a), when permitted by applicable law (and only to the extent permitted by applicable law), Tepa may determine the final sale price of each Tepa Book to End Users at its discretion, regardless of the Fixed End Price.

4.3 Change of Pricing Options. Publisher may change the List Price or Fixed End Price (as applicable) in the Publisher Account or by written notice to Tepa. 4.4 For the avoidance of doubt, where Tepa offers a discount on a Tepa Book within its own promotional campaigns or partner programs, the Revenue Split payable to Publisher is calculated on the Net Revenue that would correspond to the undiscounted price of the relevant Tepa Book.

5. Payment Terms

5.1 Revenue Split. For Tepa Books sold through the Tepa Services, Tepa will pay Publisher 55% of Net Revenue from each sale. For Referral Sales, Tepa will pay Publisher 85% of Net Revenue. The Revenue Split is subject to clauses 5.6 (Exceptions and Publisher Repayments) and 5.7 (Fraud). 5.2 Referral Sales. A sale qualifies as a Referral Sale when all of the following conditions are met: (a) the purchase was made by an End User who followed Publisher's referral link or another referral mechanic provided by Tepa to Publisher; (b) no more than 30 days have passed since that referral transition, whereby each new referral transition restarts the 30-day period; and (c) the purchased Tepa Book belongs to Publisher's catalogue. In all other cases the standard Revenue Split under clause 5.1 applies.

5.3 Payment Terms. Tepa will pay Publisher for sales of Tepa Books no more than 14 days after the end of the calendar month in which the revenue was received, in the currency(ies) and by the payment method indicated in the Publisher Account. Tepa is not obligated to make a payment if Publisher's earned balance is less than the minimum payout threshold shown in the Publisher Account; upon Publisher's request Tepa will pay out a balance below the threshold manually. On termination of this Agreement, Tepa will pay Publisher's earned balance within 90 days after termination. The amounts reported by Tepa as purchases will be the numbers used in calculating payments under this Agreement.

5.4 Reports. Tepa will provide Publisher with access to reports of Tepa Book purchases in the form generally made available to other publishers. More information about the data provided by Tepa in reports is in the Program Policies.

5.5 Family Revenues, Payments and Reporting. There are no increased or additional payment, accounting or reporting obligations in respect of Family Sharing. The Family Manager must provide a valid Family Payment Method in order for a member of the Family Group to make purchases for Family Sharing.

5.6 Exceptions and Publisher Repayments. Notwithstanding the foregoing, Tepa will not be liable for any payment based on any purchase of or access to Tepa Books: (a) through any fraudulent or invalid means, as determined by Tepa in its sole discretion, including the fraudulent use of credit cards or other means of payment; (b) that is refunded; or (c) that is subject to a credit card charge back by an End User. Tepa may withhold payment and/or offset amounts owed to Publisher due to any of the above circumstances. Publisher will cooperate with Tepa in any investigation of any of the above circumstances. Publisher will repay any payment made by Tepa under this Agreement that is later subject to a return, chargeback, reversal, refund, adjustment or rejection whether by a bank, customer action or otherwise or that was paid in error or paid as a result of miscalculation by either Tepa or Publisher ('Publisher Repayments'). Publisher authorises Tepa to offset and net current amounts owed by Tepa to Publisher against the amount of any Publisher Repayments owed by Publisher to Tepa. Tepa may also at its option invoice Publisher for Publisher Repayments owed to Tepa, and Publisher will pay Tepa the invoice amount within 30 days of written notice from Tepa. Costs of processing refunds and chargebacks (including non-refundable payment processing fees and dispute fees) are borne by Publisher and deducted from Publisher's remuneration.

5.7 Fraud. Publisher will not, and will not authorise nor encourage any third party to directly or indirectly purchase or otherwise obtain access to Tepa Books through any automated, deceptive, fraudulent or other invalid means, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of software or credit cards.

5.8 Refunds. Tepa may grant refunds of Tepa Book purchases in accordance with the Program Policies.

5.9 Taxes.

(a) Publisher agrees to provide, as soon as is reasonably practicable, any tax documentation or certification requested by Tepa. If Publisher does not provide such tax documentation or certification requested by Tepa, then Tepa may postpone payment until such required documentation or certification is provided to Tepa.

(b) Unless otherwise stated in this Agreement, all payments made by Tepa to Publisher under this Agreement are inclusive of Transaction Taxes.

(c) If Tepa is required under applicable law to charge taxes on the sale of Tepa Books to any End User, then Tepa will charge such taxes and remit such taxes to the local taxing jurisdiction.

(d) If Tepa is required under applicable law to withhold taxes ('Withholding Taxes') from any payment it makes to Publisher, Tepa will withhold and remit such Withholding Taxes to the taxing authorities and will pay to Publisher the remaining net amount after such Withholding Taxes have been withheld.

(e) If Publisher wishes to make a claim under an applicable double income tax convention or treaty to qualify for benefits and to reduce or eliminate Withholding Taxes, Tepa will consider formal documentation provided by Publisher in relation to the claim, provided that it is provided to Tepa as soon as is reasonably practicable.

(f) Publisher is responsible for obtaining any formal approval or required forms from the relevant taxing authorities to claim benefits under an applicable double income tax convention or treaty.

6. Term and Termination

6.1 Term. This Agreement will commence on the Effective Date and will continue until terminated by one or more of the parties in accordance with its terms.

6.2 Termination by Publisher. Publisher may terminate this Agreement: (a) at any time at its absolute discretion with at least 30 days written notice to Tepa; or (b) with immediate effect if Tepa is in material breach of this Agreement where such breach is incapable of remedy.

6.3 Termination by Tepa. Tepa may: (a) terminate this Agreement at any time at its absolute discretion with at least 30 days written notice to Publisher; or (b) terminate and/or suspend performance under this Agreement with immediate effect if Publisher is in material breach of this Agreement where such breach is incapable of remedy.

6.4 Withdrawal of Content Excerpt Pages. Publisher may withdraw any Authorised Title from display on Content Excerpt Pages by removing the Authorised Title in the Publisher Account. If Publisher requests to withdraw any Authorised Title from display on Content Excerpt Pages, then that Tepa Book will be withdrawn from future sales under this Agreement as soon as practicable.

6.5 Withdrawal of Tepa Books. Publisher may withdraw any Tepa Book from future sales by removing that Tepa Book in the Publisher Account.

6.6 Obligations upon Termination or Withdrawal of Content

(a) On termination of this Agreement, Tepa will cease to display Content Excerpt Pages to End Users within a commercially reasonable period of time. Notwithstanding any such termination, or any withdrawal pursuant to clause 6.4 (Withdrawal of Content Excerpt Pages), Tepa may continue to index the Publisher Content to show Search Results after termination of this Agreement (or withdrawal of an Authorised Title by Publisher). For the avoidance of doubt, such Search Results will only show metadata relating to the Publisher Content and will not display the Content Excerpt Pages; and

(b) On termination of this Agreement, Tepa will cease to sell Tepa Books to further End Users within a commercially reasonable period of time. Publisher acknowledges that, once an End User purchases a Tepa Book, the sale is final subject only to Tepa's return and refund policies.

6.7 Impact on Purchased Content. Notwithstanding clauses 6.5 (Withdrawal of Tepa Books) and 6.6 (Obligations upon Termination or Withdrawal of Content), all sales of Tepa Books will survive any termination of this Agreement or withdrawal of the Authorised Title or Tepa Book by Publisher. For the avoidance of doubt, all sales of Tepa Books where Family Sharing is enabled prior to termination or withdrawal will continue to allow for Family Sharing after the applicable Authorised Title or Tepa Book is withdrawn or this Agreement is terminated. Publisher authorises Tepa to continue providing End Users with access to Purchased Content, including the right to use additional features and functionality offered by Tepa from time to time consistent with this Agreement.

6.8 Survival. Clauses 3.1 (with the exception of 3.1(e) and (f)), 3.2, 3.6, 3.8, 3.9 (in each case to the extent necessary to give effect to clause 6.6), 6.6, 6.7, 7, 8, 9 and 10 (in addition to any other clauses which under their terms or by implication ought to survive) will survive any termination of this Agreement.

7. Warranties and Indemnification

7.1 Warranties. Each party warrants to the other that it has full power and authority to enter into this Agreement. Publisher warrants that: (a) it has and will retain all necessary rights and consents to grant the licences, authorisations and other rights granted by it under this Agreement (and without limitation to the foregoing that it owns or has appropriate rights in all Intellectual Property Rights in and to the Publisher Content and Publisher Brand Features); (b) each Authorised Title and Tepa Book does not violate any applicable law; (c) it complies with all applicable laws in each Territory; (d) to the extent permitted by applicable laws, any moral rights of the author of each Authorised Title and Tepa Book have been waived or the author has agreed not to assert such rights; and (e) each Authorised Title and Tepa Book is of satisfactory quality, conforms with its description and complies with the children's content standards referred to in clause 3.7.

7.2 Indemnity. Publisher will indemnify Tepa and its Affiliates (together the 'Indemnified Persons') against all liabilities, costs, expenses, losses and damages suffered or incurred by the Indemnified Persons or any Syndication Partner, as a result of any third party claim that: (a) any Tepa Book, Authorised Title or any other materials delivered by Publisher to Tepa under this Agreement or their use infringes the Intellectual Property Rights or any other rights of a third party; and/or (b) any Tepa Book, Authorised Title or any other materials delivered by Publisher to Tepa under this Agreement or their use is contrary to applicable law (including all laws relating to defamation, privacy and contract). In order for the indemnity to apply in relation to a particular claim, an Indemnified Person will: (i) notify Publisher of such claim; (ii) provide Publisher with reasonable information, assistance and co-operation in defending the claim; and (iii) give Publisher full control and sole authority over the defence and settlement of such claim, subject to Tepa's approval of any such settlement, which approval will not be unreasonably withheld or delayed.

8. Limitation of Liability

8.1 Nothing in this Agreement will exclude or limit any party's liability for:

(a) death or personal injury resulting from the negligence of any party or their servants, agents or employees,

(b) fraud or fraudulent misrepresentation;

(c) breach of any implied condition as to title or quiet enjoyment;

(d) misuse of Confidential Information;

(e) liability pursuant to its indemnity obligations under clause 7.2;

(f) payment of sums properly due and owing to the other in the course of normal performance of this Agreement; and

(g) matters which cannot be excluded or limited by applicable law.

8.2 Subject to clause 8.1, no party shall be liable under or in connection with this Agreement (whether in contract, tort (including negligence) or otherwise) for any:

(a) loss of profit;

(b) loss of anticipated savings;

(c) loss of business opportunity;

(d) loss of or corruption of data; or

(e) indirect or consequential losses,

suffered or incurred by the other (whether or not such losses were within the contemplation of the parties at the date of this Agreement).

8.3 Subject to clauses 8.1 and 8.2, each party's aggregate liability to the other party under or in connection with this Agreement (whether in contract, tort including negligence or otherwise) arising in any Contract Year is limited to the greater of: (a) 125% of the amounts due to Publisher under this Agreement in the relevant Contract Year; or (b) Euro 10,000.

8.4 In clause 8 'Contract Year' means a period of 1 year starting on the Effective Date or the relevant anniversary of that date (as appropriate). If the amount referred to in sub-clause (a) of clause 8.3, cannot be calculated accurately at the time the relevant liability is to be assessed (the 'Applicable Time'), it shall be calculated on a pro-rata basis as X/Y x Z. Where:

X = the amounts paid and payable to Publisher in the relevant Contract Year prior to the Applicable Time;

Y = the number of days elapsed in the relevant Contract Year prior to the Applicable Time; and

Z = 365.

8.5 No conditions, warranties or other terms apply to any goods or services supplied under this Agreement unless expressly set out in it and unless expressly set out in this Agreement no implied conditions, warranties or other terms apply.

8.6 For the purposes of this Agreement, a loss suffered by a Tepa Affiliate in connection with this Agreement shall be deemed to be a loss suffered by Tepa.

9. General

9.1 Confidential Information. The recipient of any Confidential Information will not disclose that Confidential Information, except to Affiliates, employees and/or professional advisers who need to know it and who have agreed in writing (or in the case of professional advisers are otherwise bound) to keep it confidential. The recipient will, and will ensure that those people and entities: (a) use such Confidential Information only to exercise rights and fulfil obligations under this Agreement, and (b) keep such Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, such notice to be sufficient to give the discloser the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure. No party will issue any press release or other public announcement regarding this Agreement without the other's prior written approval (such approval not to be unreasonably withheld or delayed).

9.2 Notices. All notices of termination or breach must be in writing and addressed to the other party's Legal Department. The email address for notices being sent to Tepa's Legal Department is legal@tepa.one. All other notices must be in English, in writing and addressed to the other party's primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt, or by electronic log (as applicable).

9.3 Assignment. No party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations (including, without limitation, any tax information or documentation requirements provided under Section 5.9 (Taxes) of this Agreement) under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment.

9.4 Subcontracting. Either party may subcontract any of its obligations under this Agreement, without the written consent of the other. The subcontracting party will remain liable for all subcontracted obligations and all acts or omissions of its subcontractors.

9.5 Enforcement of Terms. Except as expressly stated otherwise, nothing in this Agreement will create or confer any rights or other benefits in favour of any person other than the parties to this Agreement, except that a Tepa Affiliate may enforce any term which purports to confer a benefit on it, notwithstanding that it is not a party to this Agreement. Notwithstanding the previous sentence, the parties to this Agreement may by agreement rescind or vary this Agreement or any term of it without the consent of any person who has a right to enforce this Agreement or the term in question, notwithstanding that such rescission or variation may extinguish or alter that entities entitlement under that right.

9.6 No Agency. Except as expressly stated otherwise, nothing in this Agreement shall create an agency, partnership or joint venture of any kind between the parties.

9.7 Changes to programs; Changes to Agreement. Tepa is constantly changing and improving its programs including the Tepa Services and Tepa Books programs. Tepa may add or remove functionalities or features of the Tepa Services and Tepa Books programs at any time. Tepa may make changes to this Agreement at any time with notice to Publisher. Changes will not be retroactive. They will become effective, and will be deemed accepted by Publisher on the date specified in the notice, which date will be no sooner than 30 days after the changes are notified to Publisher (except changes required by law which may be effective sooner than 30 days). Publisher has the right to terminate this Agreement (as its sole and exclusive remedy) if it does not agree with the modifications to the Agreement. Publisher's use of the Tepa Services and Tepa Books programs following the effective date specified in the applicable notice constitutes Publisher's agreement to the modified terms of this Agreement.

9.8 Force Majeure. No party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

9.9 No Waiver. No party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

9.10 Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.

9.11 Entire Agreement. Subject to clause 8.1, this Agreement sets out all terms agreed between the parties and cancels and replaces all other agreements between the parties relating to its subject matter. Save as expressly set out in this Agreement, no statement, representation or warranty shall be taken to have been made or implied in the course of any negotiations between the parties prior to this Agreement. Neither party will have any right or remedy in respect of any statement, representation or warranty (whether made negligently or innocently) not expressly set out in this Agreement.

9.12 Translations. If this Agreement is translated into any other language, and if there is a discrepancy between the English text and the text of the other language, the English text will govern.

10. Governing Law and Jurisdiction

10.1 This Agreement and any dispute (contractual or non-contractual) concerning this Agreement or its subject matter or formation (a 'Dispute') is governed by the laws of Poland, and the courts having jurisdiction over Tepa's registered office will have exclusive jurisdiction to resolve any Dispute, unless mandatory law of the Publisher's country provides otherwise.