The MoroAK Educator Agreement

September 2026

1 · Parties, purpose and legal effect

1.1 This Educator Agreement ("Agreement") is entered into between MOROAK-NEY LTD, a company incorporated in England and Wales under company number 15533213, whose registered office is at Verona, Globe Road, Leeds, England, LS11 5FH ("MoroAK-UK"), and MOROAK EDUCAÇÃO INOVA SIMPLES (I.S.), a company incorporated in Brazil under CNPJ 60.604.134/0001-43, whose registered office is at Rua Professor Guido Straube, 75, Conjunto 601, Vila Izabel, Curitiba, Paraná, CEP 80320-030, Brazil ("MoroAK-BR") — together "MoroAK", "we", "us", "our". Where a provision concerns the sale to a buyer, the seller of record, the receipt or the tax on a sale, "MoroAK" means MoroAK-UK alone, as Schedule 2 clause 0.4 provides. You are the Educator or Expert ("you", "your"), whether acting as an individual or as a legal entity.

1.1A MoroAK-UK operates the platform, contracts with every buyer, and pays every educator — except that where you are resident in Brazil, MoroAK-BR pays you, in Brazilian Reais, because the payment system cannot reach a Brazilian account from outside Brazil. MoroAK-BR is a paying agent for that purpose and is not the seller to any buyer.

1.1B MoroAK-UK guarantees to you the payment of every sum payable to you under this Agreement, wherever you are resident and whichever entity pays it, as a primary obligation and not merely as a surety — it is the entity that receives the buyer's money, and it does not escape the debt by routing the payment through MoroAK-BR. MoroAK-BR guarantees, on the same footing, every sum it is to pay you under clause 0.1 of Schedule 2. You may claim the whole of any sum from MoroAK-UK, and any sum within MoroAK-BR's guarantee from either of us. Apart from payment, each entity is responsible for the obligations it performs and not for the other's.

1.2 MoroAK-UK is the controller of personal data relating to educators, learners and buyers, wherever they are — including in Brazil. Where you are resident in Brazil, MoroAK-UK and MoroAK-BR are joint controllers of one thing only: the personal data processed in paying you, and the Brazilian Lei Geral de Proteção de Dados applies to that processing. MoroAK-BR is not a controller of anything else. The essence of their arrangement under Article 26 of the UK and EU GDPR is set out in the Privacy Notice, and the full arrangement is available to you on request.

1.3 What this Agreement consists of. This Agreement comprises the clauses below together with:

· Schedule 1 — Authority Standards and Validation. The structural standards your published work must meet, and the process by which they are applied, escalated and appealed.

· Schedule 2 — Commercial Terms and Pricing. Currency, revenue share, subscription tiers, payment, incentives and tax.

1.4 The schedules are part of this Agreement and have the same force as the clauses. Where a schedule and a clause conflict, the clause prevails, save that Schedule 2 clauses 2.2, 2A.0, 2A.1A, 3.3, 3.9, 3.10, 3.10A, 3.10B, 3.11 and 7.3 prevail over any clause, because they define what you are paid and how it is held. Clauses 8.4, 12.4 and 15.3 prevail over anything in either schedule, except that clause 8.4 does not displace the reversal of a refunded sale under Schedule 2 clause 3.7 — a Share on a sale that was refunded was never earned.

1.5 You accept this Agreement, including its schedules, in a single act. We record the version, the language displayed to you, the time, and a cryptographic fingerprint of the text shown. Where this Agreement changes materially, we ask you to accept it again.

1.6 Other documents that are not part of this Agreement. The Privacy Notice describes how we process personal data; it is not a term of this contract and is not overridden by it. The Platform Policy is a public document describing platform conduct and content classification; where it and this Agreement differ on any matter this Agreement governs, this Agreement prevails. The Educator Guide is explanatory and creates no obligation. The Terms of Service and Terms of Sale govern your use of the platform as a visitor and as a buyer respectively.

2 · What MoroAK is, and what it is not

2.1 MoroAK provides structured infrastructure for the publication and validation of professional educational authority. It operates as educational infrastructure, an authority structuring and validation platform, and a knowledge durability system.

2.2 MoroAK is not a publisher, an employer, your agent for any purpose other than the one clause 1.1A describes, a fiduciary except as clause 3.9 of Schedule 2 provides, a reseller of regulated professional services, a marketplace for attention, a regulated advisory institution, or a guarantor of commercial performance. This clause does not qualify Schedule 2 clauses 2.2AA to 2.2AAA, which state how MoroAK is treated for tax purposes as the supplier to the buyer: that treatment follows from MoroAK contracting with the buyer in its own name, and this clause is not to be read as denying it.

2.3 MoroAK does not provide regulated advisory services, and publication on the platform does not constitute the formal provision of regulated services by MoroAK or by you.

2.4 All Authority Content is educational in nature. Publication does not create a client relationship, a fiduciary duty, a regulated advisory engagement, or a professional services contract between MoroAK and any end user.

2.5 Any professional engagement between you and a third party arising outside the platform is yours. MoroAK does not intermediate, validate or assume responsibility for external contractual relationships.

2.6 MoroAK does not promote, endorse, certify or guarantee commercial success, visibility, revenue, institutional recognition, or inclusion, ranking, citation or attribution in any artificial-intelligence system.

3 · Scope of services

3.1 Subject to approval and governance review, you may provide through the platform: structured educational materials; trainings; courses; cohorts; professional sessions; and diagnostic contributions within platform workflows.

3.2 All materials are subject to classification, validation and governance oversight under Schedule 1.

3.3 MoroAK may approve, restrict, reclassify or remove services in order to preserve the integrity of the authority framework. Clause 13 and Schedule 1 Parts D and E govern how that is done, and MoroAK may not do it by any other route.

4 · Definitions

5 · Your obligations

5.1 You agree to:

· provide accurate identification and credentials, and keep them current;

· maintain structural consistency across your Authority Content;

· avoid exaggerated, promotional, manipulative or marketing-driven language in authority materials;

· deliver services ethically and lawfully, and ensure factual accuracy;

· comply with applicable data protection law, avoid unauthorised data collection, and avoid storing sensitive user data without a lawful basis;

· maintain the public accessibility of validated Authority Content required by Schedule 1;

· avoid plagiarism and infringement of any third party's rights;

· disclose conflicts of interest where relevant;

· use platform communication channels for platform interactions, and not export platform user data. This does not restrict your dealings with any person who was already your client or contact independently of the platform;

· avoid data scraping, unauthorised extraction, and structural manipulation of authority signals.

5.2 You remain solely responsible for your professional representations, and for your own external professional activities.

6 · Authority, validation and governance

6.1 Authority designation, validation and the standards your published work must meet are governed by Schedule 1.

6.2 You acknowledge that authority designation is conditional; that MoroAK may classify or reclassify content; that validation may require revisions; that authority status may be revoked; and that terminology drift may trigger review.

6.3 Where a classification, reclassification, validation, monetisation or revocation outcome is supported in whole or in part by automated processing, you have the right to obtain human intervention, to express your point of view and to contest the outcome. No outcome affecting your ability to publish or to monetise is taken by automated means alone. Schedule 1 sets out how that right is exercised.

6.4 Failure to meet the standards in Schedule 1 may result in reclassification, visibility limitation, monetisation suspension, badge removal, revocation of authority designation, or suspension of platform access, following the proportionate escalation in Schedule 1.

6A · Ranking, differentiated treatment and access to data

6A.0 Where your content may be marketed, besides the platform itself. MoroAK may promote your content (a) on its own website, in its newsletter and on its social accounts; and (b) through the platform's affiliate programme, under which a third party is paid a share of MoroAK's own 20% for referring a buyer — the affiliate is paid out of MoroAK's share and never out of yours. MoroAK does not syndicate, resell or licence your content to any other marketplace, aggregator or distributor, and will not do so without amending this clause under clause 15 and obtaining your agreement. No affiliate arrangement affects your Educator Share, and MoroAK may not introduce one that does without amending this clause under clause 15 and obtaining your written agreement.

6A.1 Where the platform lists, orders or recommends content, the main parameters determining that order are, in descending order of importance: (a) its relevance to the search terms or the discipline being browsed; (b) how recently it was published or substantively updated; (c) measured learner engagement with it; and (d) the completeness of its structural metadata. Only validated content is listed at all — that is a condition of being listed, not a factor in the order. Among listed content, the parameters above determine the order, in the descending importance shown, and MoroAK will say so here if that ever changes.

6A.2 Your subscription tier, the amount you spend with MoroAK, and the revenue your content generates do not form part of the ranking parameters and do not affect the order in which your content appears. Where MoroAK introduces any paid promotion, it will be identified as such wherever it appears and this clause will be amended under clause 15 before it operates.

6A.3 Where MoroAK changes the main ranking parameters or their relative importance, it will update clause 6A.1 and give notice under clause 15. A ranking description that no longer matches what the platform does is a breach of this clause, and you may rely on it as such.

6A.4 MoroAK publishes its own content on the platform. Where MoroAK, or a person or entity it controls, offers content alongside yours, that content is subject to the same Schedule 1 validation, the same ranking parameters in clause 6A.1, and the same commercial terms in Schedule 2.

6A.5 Through your use of the platform MoroAK holds: the content you submit and publish; your account, credential and validation records; transaction records for sales of your content; and aggregated usage and engagement data across the platform.

6A.6 You have access, through your dashboard and at any time, to: all content you have submitted or published; your validation record and the reasons given for every determination affecting you; and, for your own content, the transaction data described in Schedule 2, clause 3.4, together with engagement data relating to your own content. You may export all of it in a structured, commonly used and machine-readable format, during the Agreement and for twelve months after it ends, as clause 13.8 provides.

6A.7 MoroAK uses aggregated, non-identifying platform data to operate and improve the platform and to publish statistics about it. MoroAK does not sell, licence or otherwise supply your transaction data, your learner-level engagement data or your content to any third party for that party's own commercial purposes. Where data is shared with a processor in order to operate the platform, the Privacy Notice identifies the category of recipient. You may opt out of any sharing that is not necessary to operate the platform or to comply with law, by written notice, without affecting your listing, your ranking or your Educator Share.

6A.8 Clause 7 and the Privacy Notice govern personal data, and the Privacy Notice is the fuller description. Where the Privacy Notice gives you more than this clause does, it prevails. Where it gives you less, this clause prevails — a document that is not a term of this contract, and that MoroAK can change without the notice clause 15 requires, cannot cut down a promise made in the contract itself.

6B · Reporting content, and what happens next

6B.1 Anyone may tell MoroAK that content on the platform is unlawful. A notice is sent to legal@moroak.com and should give: the reason the person believes the content is unlawful, the exact address at which it can be found, their name and email (except where the content concerns certain offences against a child, where a name is not required), and a statement that they believe in good faith that what they say is accurate and complete.

6B.2 MoroAK confirms receipt without undue delay, tells the person who notified of its decision and of the routes of redress open to them, and tells them whether automated means were used in handling the notice or reaching the decision. Decisions are made in a timely, diligent, non-arbitrary and objective way.

6B.3 Where a notice concerns your content, you get the same statement of reasons under Schedule 1 E.0 and the same appeal under Schedule 1 Part G as for any other determination, and clause 13.7 continues to apply — a notice is not a determination, and your listing does not change because someone complained.

7 · Data protection

7.1 MoroAK processes personal data in accordance with its Privacy Notice, which identifies the controllers, the lawful bases, the retention periods and our representative in the European Union. MoroAK-UK is established in England, so no United Kingdom representative is required or appointed — you reach it directly.

7.2 MoroAK operates under UK GDPR, EU GDPR and the Brazilian LGPD, and under other data protection regimes where they apply.

7.3 Where you receive personal data of learners through the platform, you do so as an independent controller and are responsible for your own compliance.

7.4 Transaction and contractual records are retained for six years. The Privacy Notice states the retention period applying to each category of data. Where the two differ, the longer period applies to records you may need — MoroAK will not shorten, by a change to the Privacy Notice, the period for which it keeps the records that support your Educator Share, your statements under Schedule 2 clause 3.4 or your audit right under Schedule 2 clause 3.5.

7.5 Authority Content is public by designation and is excluded from claims of confidentiality. Confidentiality applies to Private Operational Content, non-public communications, internal validation reports and governance determinations.

7.5A MoroAK will keep your confidential material confidential, will use it only to operate the platform and to perform this Agreement, and will not disclose it to anyone other than its own people and processors who need it and are themselves bound to confidence. This continues for so long as MoroAK holds the material and in any event for not less than six years after this Agreement ends, and indefinitely for your unpublished work. It does not apply to material that is public other than through MoroAK's breach, that you have released, or that MoroAK is compelled by law or a regulator to disclose — and where MoroAK is compelled, it will tell you first unless it is forbidden to.

8 · Monetisation

8.1 Access to monetisation is conditional on validated Authority Content, governance compliance and subscription eligibility.

8.2 Revenue share, payment and the Educator Share are governed by Schedule 2, subject to clauses 8.4, 12.4, 15.2B and 15.3.

8.3 Monetisation may be modified, suspended or revoked where compliance is not maintained. Suspension of monetisation in accordance with this Agreement does not constitute a breach by MoroAK.

8.4 Suspension or revocation does not affect the Educator Share already accrued on sales completed before it takes effect. That Share remains payable in the ordinary payment cycle under Schedule 2. Prospectively, no entitlement to revenue arises for the period during which monetisation is not enabled.

8.5 No subscription tier grants authority designation, guarantees validation, guarantees monetisation, or guarantees inclusion in any artificial-intelligence system. Authority is structurally determined and is not purchased.

9 · Intellectual property

9.1 You retain ownership of the original content you produce and publish.

9.2 You grant MoroAK a non-exclusive, worldwide, royalty-free licence to host, display, structure, index, reference and distribute that content within the platform environment. The licence exists solely for operational, structural, governance and educational purposes, and for no other purpose.

9.2A The licence ends when this Agreement ends, save only to the extent necessary to continue providing access to buyers who purchased before termination, as clause 13.5 requires. MoroAK does not retain a right to host, display or distribute your content after you leave for any other purpose.

9.3 Where MoroAK materially contributes to structural architecture or intellectual development, ownership is defined in writing. Absent a written agreement, you retain ownership of the underlying content and MoroAK retains the structural architecture, formatting systems and governance frameworks. No implied joint ownership arises.

9.4 Platform systems, architecture, validation models, governance frameworks, AI structuring mechanisms, workflows, documentation and branding remain the exclusive property of MoroAK. Reverse engineering, unauthorised reproduction, extraction and derivative use are prohibited.

9.5 MoroAK may operate timestamped upload logging, role-based access controls, integrity monitoring and licensing enforcement. Where MoroAK acts against your account or your content on the ground of infringement or unlawfulness, it does so through clause 13 and Schedule 1 Part E like any other enforcement — with a statement of reasons under Schedule 1 E.0, the escalation at E.1, and the appeal at Part G.

10 · Independent contractor status

10.1 You act as an independent contractor. Nothing in this Agreement creates employment, agency, partnership, joint venture or fiduciary duty.

10.2 MoroAK does not employ you, does not control your independent practice, and does not establish an agency relationship.

10.3 You are responsible for your own taxes and regulatory compliance, as set out in Schedule 2.

11 · Disclaimers

11.1 MoroAK does not provide legal, tax, financial or regulated advisory services, and does not validate the substance of professional claims beyond the structural review described in Schedule 1.

11.2 MoroAK does not guarantee revenue, discoverability, search ranking, or citation or attribution by any external system.

11.3 All content reflects the professional perspective of its author. End users must independently verify professional advice before acting on it.

12 · Limitation of liability

12.1 Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be excluded or limited.

12.2 Subject to clauses 12.1 and 12.4, and except where the loss arises from MoroAK's breach of this Agreement, MoroAK is not liable for reputational impact, algorithmic change, artificial-intelligence indexing behaviour, or disruption by a third party. These are the ordinary risks of operating on a platform, and MoroAK does not carry them.

12.3 Subject to clauses 12.1 and 12.4, MoroAK's total aggregate liability arising out of or in connection with this Agreement shall not exceed the greater of (a) all sums paid by you to MoroAK and all sums received by you through MoroAK in the six months preceding the event giving rise to the claim, and (b) GBP 8,000.

12.4 The cap in clause 12.3 does not apply to money we owe you. It does not apply to the Educator Share, to any sum accrued under clause 8.4, or to any amount reversed, withheld or set off otherwise than in accordance with Schedule 2. Those are debts, and they are payable in full. Where two provisions each claim priority under clause 1.4, the one more favourable to you prevails.

13 · Suspension, termination and enforcement

13.1 MoroAK may suspend or terminate your access where you are in material breach of this Agreement or Schedule 1, where your conduct is unlawful, where fraud is established or reasonably suspected on evidence, or where the law requires it. "Material breach" means a breach that goes to the root of this Agreement or that, being capable of remedy, you have not remedied within the period given under clause 13.2.

13.2 Before suspending or terminating your access we will tell you what the problem is, in writing and with reasons, and give you not less than thirty days to put it right — except in three cases: where a legal or regulatory obligation requires MoroAK to act at once; where there is an imperative reason under applicable law to do so; or where you have repeatedly infringed the same standard and MoroAK can demonstrate it. In those cases MoroAK acts at once and still gives you the statement of reasons under Schedule 1 E.0, without undue delay.

13.3 Enforcement follows the proportionate escalation set out in Schedule 1. MoroAK may impose revision requirements, reclassification, monetisation suspension, authority revocation, account suspension, and legal action in cases of serious breach.

13.4 Termination does not of itself give rise to a refund. Refunds are governed by the Terms of Sale and by any statutory right of cancellation, withdrawal or refund available under applicable law.

13.5 Buyers keep what they bought. Your leaving the platform does not remove products that buyers have already purchased; those buyers retain their access.

13.6 A review is not a sanction. Opening a validation or governance review does not of itself change your public listing. Your listing changes only on a determination, and Schedule 1 sets a ten-business-day period for determinations, after which the content under review is treated as validated.

13.7 Public visibility follows a determination, not a status flag. You are publicly listed as a validated educator while you hold validated status. That listing changes only on a determination made under Schedule 1 and notified to you with reasons under Schedule 1 E.0. It does not change because a review has been opened, because a status field has altered, or by any automated means. Your published content, its authorship and your account are unaffected by any change of listing.

13.8 You may terminate this Agreement at any time on thirty days' written notice to legal@moroak.com. On termination: we remove your Authority Content from public display within ten business days of your asking; we provide your content, your product files and your sales and analytics records in a machine-readable format; and buyers who purchased before termination keep their access under clause 13.5. Your access to your content, your product files, your validation record and your sales and analytics records, and your right to export them under clause 6A.6, continue for twelve months after termination. MoroAK will not close or restrict that access during that period.

13.9 When you may leave immediately, without the thirty days. You may terminate this Agreement at once, by written notice, where: (a) MoroAK fails to pay you any sum due and does not put it right within fifteen days of your telling it in writing; (b) your monetisation or your public listing has been suspended for more than sixty consecutive days, other than following a determination of material breach by you that you have not appealed or that has been upheld; or (c) MoroAK is in material breach of clause 6A, clause 7.5A or clause 9. On a termination under this clause your accrued Educator Share is payable within fifteen days, your subscription is refunded for the unused period, and clause 12.4 applies.

13.10 Where there is a change of control of the entity you contract with, you may terminate immediately on written notice. Your accrued Educator Share becomes due at once, your subscription is refunded for the unused period, and clause 12.4 applies.

13.11 Where MoroAK enters administration, liquidation, recuperação judicial or any analogous process, section 233B of the Insolvency Act 1986 makes a termination right triggered by that event ineffective, because you are a supplier to MoroAK.

14 · Governing law and jurisdiction

14.1 This Agreement is governed by the laws of England and Wales, and so is any non-contractual obligation arising out of or in connection with it — except as clause 14.1A provides.

14.1A Brazilian law governs the Brazilian side of the platform, which after clause 0.4 of Schedule 2 is a narrower thing than it was. The laws of the Federative Republic of Brazil govern: (a) the payment of your Educator Share by MoroAK-BR where you are resident in Brazil, and any money MoroAK-BR holds for you; and (b) any claim brought against MoroAK-BR. Everything else is governed by clause 14.1, including the platform, validation under Schedule 1, ranking under clause 6A, suspension under clause 13, your subscription, and the sale to the buyer — wherever the buyer is. Nothing in this clause deprives a Brazilian consumer or data subject of any mandatory protection of Brazilian law, which applies of its own force and not because this clause says so.

14.1B The platform, the payment system and the contract currency are English, and Schedule 2 clause 3.9 is an English-law device. The Brazilian rail is domestic, in Brazilian Reais, between two Brazilian residents. One law applied to both would misdescribe one of them. The split is not made to escape any mandatory rule, and clause 14.2A preserves the protections of the law where you live. But one thing is affected and you should know it: clause 3.9 is an English-law trust, and Brazilian law has no equivalent — clause 3.10 says so, and clause 3.10A sets out what MoroAK does about it.

14.2 Forum follows the governing law, and you are not asked to elect one. Where clause 14.1 applies, the courts of England and Wales have jurisdiction. Where clause 14.1A applies, the courts of the Comarca de Curitiba, State of Paraná, Brazil have jurisdiction. No election is required of you and none is recorded, so nothing turns on what any acceptance screen did or did not show you.

14.2A Whichever forum applies, nothing in this clause deprives you of the protection of any mandatory provision of the law of the country in which you are habitually resident, or of any right to bring proceedings in the courts of that country where that right cannot be excluded by agreement.

14.2B Where a single dispute engages clause 14.1 and clause 14.1A together, it is heard in the forum of the party against whom the claim is principally brought, and that court applies the law that clauses 14.1 and 14.1A assign to each matter before it. The same claim may not be brought in both.

14.3 This clause states the governing law and jurisdiction for this Agreement and its schedules, and no other document determines that question. It does not govern the separate contracts identified in clause 1.6 — each of which states its own.

15 · Changes to this Agreement

15.1 MoroAK may update this Agreement to reflect legal requirements, regulatory change, governance refinement or infrastructure evolution.

15.2 We will publish the amended version with a new version number and date, and we will notify you on a durable medium of any change, not only a material one. Subject to clause 15.2A, a material change takes effect thirty days after notice; any other change takes effect fifteen days after it, or later where you need time to adapt technically. You may terminate at any point before a change takes effect, on fifteen days' notice rather than the thirty days clause 13.8 otherwise requires, and we will ask you to accept a material change.

15.2A If you do not accept a change, nothing happens to you. This Agreement simply continues on its existing terms until you choose to end it under clause 13.8. MoroAK will not suspend, restrict, delist or terminate you, and will not withhold your Educator Share, because you declined an amendment.

15.2B Some things cannot be changed without your written agreement, however much notice is given: the eighty per cent Educator Share and the definition of the Net Sale Amount, both in Schedule 2 clause 2.2; the way the account and payout fees are shared under Schedule 2 clause 2.2A; the payment timetable in Schedule 2 clause 3.3; the price band in Schedule 2 clause 3.8; and anything clauses 6 or 9 already make conditional on your agreement or consent.

15.3 Updates never apply retroactively to authority structures that were compliant when they were published. A structure that met the standards in force when you published it does not become non-compliant because the standards later changed; where we change a standard, the new standard applies to what you publish after it takes effect. This clause prevails over anything in Schedule 1 to the contrary. A change never applies to a purchase a buyer has already made.

16 · Notices

16.1 Formal notices under this Agreement must be sent to legal@moroak.com, marked "Notice under the Educator Agreement", with your name.

16.2 General enquiries: info@moroak.com. Questions about payments, payouts, invoices and receipts: billing@moroak.com. Telephone: +44 7380 695425.

16A · General

16A.1 Assignment. You may not transfer this Agreement without MoroAK's written consent. MoroAK may not transfer it without yours, except to a company in its own group that takes on all of MoroAK's obligations and where the transferring entity remains liable for their performance. A transfer made without the consent this clause requires is of no effect.

16A.2 Severability. If any provision of this Agreement or its schedules is held unenforceable, the rest continues, and the provision is read down only so far as is needed to make it enforceable. Where a provision that protects you is read down, MoroAK may not rely on the reading down to withhold money owed to you.

16A.3 Events outside anyone's control. Neither of us is in breach for a failure caused by something genuinely outside our control — but this does not excuse MoroAK from paying you money it holds or owes, and where such an event lasts more than thirty days either of us may terminate on notice.

16A.4 No waiver. A right not exercised is not a right given up, and one indulgence does not create an entitlement to another.

16A.5 Third parties. No person other than you and MoroAK may enforce this Agreement, except that a buyer who purchased before termination may enforce clause 13.5 so far as it preserves their access.

16A.6 If you die or become unable to act. Your personal representatives may, for twelve months, exercise your rights under clauses 6A.6 and 13.8 to obtain and export your content and records, and any accrued Educator Share is payable to your estate.

16A.7 The whole agreement. This Agreement and its schedules are the whole of what is agreed between us about the platform, and replace anything said or written before. Nothing in this clause limits liability for anything said fraudulently.

17 · Acceptance

17.1 By registering as an educator — and acceptance is that act, not the mere fact of continuing to use the platform — you confirm that you have read and understood this Agreement and its schedules, that you accept their binding effect, and that you have authority to enter into them on behalf of any entity you represent.

Schedule 1

Authority Standards and Validation

A · Purpose and scope

A.1 These standards define the structural, tonal and governance requirements for Authority Content published on MoroAK. Authority is a structural designation, not a marketing status, and these standards govern structure, not professional ideology.

A.2 They apply to all Educators, all Authority PDFs, all public Authority landing pages, and all Training and Course references linked to Authority Content.

B · What Authority Content must do

B.1 Authority Content must define a clearly bounded domain scope; use stable and repeatable terminology; maintain internal framework consistency; remain publicly accessible; avoid promotional language; link to related authority assets; and maintain logical coherence.

B.2 Structural standards. Define domain boundaries clearly. Define terminology explicitly. Maintain stable definitions across assets. Avoid conceptual drift. Maintain cross-document coherence. Use structured formatting. Avoid ambiguity of scope. A single asset is insufficient; authority operates within a framework.

B.3 Tonal standards. Maintain a neutral, explanatory tone. Avoid urgency language, persuasion tactics, conversion framing and superlative marketing claims. Authority pages are educational infrastructure, not sales pages.

B.4 Accessibility. Authority Content must be publicly accessible without paywall, indexable, readable without login, and must not require gated opt-in or a commercial transaction.

B.4A This obligation yields to your professional duties. Where you are required to withdraw content by law, by a court, by your regulator, by your professional rules or by your insurers, MoroAK removes it from public display immediately on your notice, and clause B.4 does not apply to it. No adverse determination follows from a withdrawal on that ground.

B.5 Cross-referencing. Authority Content must link to the Training or Session that demonstrates it and to its corresponding Course, maintain consistent terminology across assets, and maintain an explicit structural relationship. The components required for Triangle completion are those listed at B.6 and no others.

B.6 Authority Triangle. Authority status requires an Authority PDF, at least one Training or Session, and a structured Course outline. All three must reference each other, maintain coherent terminology, and operate within the defined scope. Authority status is not finalised without Triangle completion.

B.7 Marketing separation. Authority pages must not include discounts, time-sensitive urgency, sales copy, affiliate promotions, promotional banners or revenue promises. Commercial activity is structurally separate.

C · What validation assesses

C.1 Validation assesses structural coherence, terminology consistency, domain clarity, cross-referencing integrity, accessibility compliance and tonal neutrality. Validation evaluates structure, not ideology.

C.2 Validation does not assess popularity, external recognition, marketing skill, personal opinions, revenue performance or social following.

C.3 To be validated, Authority Content must comply with Part B, demonstrate Triangle completion, maintain stable terminology, avoid promotional contamination and maintain public accessibility.

D · How validation runs

D.1 Step 1 — Submission. You submit your Authority PDF and related assets.

D.2 Step 2 — Structural review. Editorial review for compliance with Part B.

D.3 Step 3 — Cross-reference verification. Verification of interlinking consistency.

D.4 Step 4 — Determination. An outcome is issued: Validated, Revision Required, or Reclassified.

D.5 Automated assistance and the human decision. Uploaded documents are read by software that extracts metadata and checks the submission against Part B. Those checks inform the determination; they do not make it. Every determination affecting your ability to publish or to monetise is taken by a natural person.

D.6 Time for a determination. A determination under D.4 is made within ten business days of your submission, of your providing any further material MoroAK reasonably asks for, or of MoroAK opening a review of content already published, whichever is the later. If it is not made in that time, the content under review is treated as validated, and clause 13.6 of the Agreement takes effect accordingly.

E · Escalation

E.0 Every restriction comes with reasons. Where MoroAK reclassifies content, limits its visibility, changes a public listing, suspends monetisation, revokes authority status, or suspends or terminates an account, we give you a written statement setting out what was restricted, where it applies and for how long, the specific standard relied on, the facts we relied on, whether we acted on someone else's notice under clause 6B or on our own initiative, whether automated processing was used, and — where we say the content is unlawful — the law we rely on and why we say it is broken; together with how to appeal under Part G and that you may seek redress before a court. The statement is given at the time the restriction takes effect, or immediately afterwards where the law required immediate action.

E.1 Where non-compliance persists, escalation is proportionate and follows this order: editorial suggestion · revision request · temporary restriction · reclassification · monetisation suspension · authority revocation · account termination in cases of serious breach.

E.2 Reclassification may follow promotional contamination, structural incoherence, undeclared change of domain scope, or violation of accessibility requirements. It may take the form of downgrade to informational status, removal of authority designation, or temporary restriction.

E.2A Grounds for action on legality or third-party rights. Content may also be restricted, removed or revoked, and an account suspended or terminated, where it infringes a third party's rights or is unlawful. Those grounds are determined under this Part like any other, with reasons under E.0 and appeal under Part G.

E.3 Revocation may follow structural drift, marketing contamination of authority pages, restriction of public accessibility, framework inconsistency, professional misconduct, or persistent governance non-compliance. Revocation removes authority designation and may suspend monetisation.

F · Monetisation dependency

F.1 Monetisation eligibility requires a completed Authority Triangle, validated status and ongoing compliance. Loss of validation may suspend monetisation.

G · Appeal

G.1 You may appeal any determination in writing within six months. Your appeal must identify the structural disagreement and reference the specific sections in dispute. You may, but are not required to, submit corrected material — an appeal is not conditional on your having made the change you dispute.

G.2 Appeals are reviewed by a governance panel of not fewer than two natural persons. None of them may have made, or been consulted on, the determination under appeal, and none of them may publish on the platform, or provide advisory services, in your field. The panel determines an appeal within fifteen business days of receiving it. If it does not, the determination under appeal lapses and your listing, validated status and monetisation are restored automatically until a determination is made.

G.3 Where the determination was supported in whole or in part by automated processing, you have the right to obtain human intervention, to express your point of view and to contest the outcome.

G.3A MoroAK is a small enterprise within the meaning of the Annex to Recommendation 2003/361/EC, and is for that reason not obliged to name mediators in these terms or to operate a formal internal complaint-handling system. It does both anyway, to the extent stated here. Where an appeal under Part G does not resolve matters, MoroAK will engage in good faith in mediation under the Model Mediation Procedure of the Centre for Effective Dispute Resolution, or under any comparable procedure you propose and MoroAK reasonably accepts, and will bear a reasonable proportion of the cost having regard to the merits, the parties' conduct and their relative size. If MoroAK ceases to be a small enterprise it will name mediators in these terms before it does so. Mediation is voluntary and neither of us gives up the right to go to court.

G.4 The panel's determination concludes MoroAK's internal process. It does not affect any right you have to bring proceedings, and nothing in this Schedule excludes or limits access to a court or to any competent authority.

H · Updates and definitions

H.1 MoroAK may update structural requirements and refine interpretability standards, and will enforce governance progressively. Updates apply only to content published after the update takes effect, as clause 15.3 of the Agreement provides. Notice of a change does not make it retroactive.

Schedule 2

Commercial Terms and Pricing

S2.0 · Where you must be resident to be paid

0.1 MoroAK can only pay educators in certain places, and this is a condition of the Agreement rather than a preference. The payment systems MoroAK uses do not reach every country. Listing content for sale where MoroAK cannot lawfully pay you would be a promise MoroAK could not keep, so eligibility is stated here rather than discovered later.

0.2 You are resident where you are tax resident, and where that is unclear or you are resident in more than one place, where the account you are paid into is held. You tell MoroAK where you are resident when you open your account, and you tell MoroAK within thirty days when that changes. Where you move to a place MoroAK cannot pay, you keep monetisation for ninety days from the date you tell MoroAK, and it is then suspended prospectively. Where MoroAK forms its own view that you have moved, it tells you with reasons before acting, you have twenty-eight days to answer, and you may appeal under Schedule 1 Part G — including the automatic restoration in G.2. A residence suspension is not a determination of material breach, so your subscription abates under clause 4.4 of this Schedule throughout. Your accrued Educator Share remains payable under clause 8.4 of the Agreement and clause 3.3 below. MoroAK will pay it to any account you nominate that it can lawfully pay, and where no such account exists it holds the sum under clause 3.9 with interest at the clause 3.6 rate. If it remains unpaid ninety days after it fell due, you may direct MoroAK to pay it to a person you nominate, and MoroAK will do so where it is lawful to.

0.3 Where MoroAK gains the ability to pay educators in further countries, it will publish the extended list and monetisation becomes available to educators there without any further agreement and without any change to your Educator Share. MoroAK will not narrow the list without giving notice under clause 15 of the Agreement, and narrowing does not affect Share already accrued.

0.4 MoroAK-UK is the seller of record on every sale, to every buyer, wherever they are — it contracts with the buyer, issues the receipt and accounts for any tax on the sale. Buyers in Brazil are no exception: they buy from MoroAK-UK and may pay by card or by Pix in Brazilian Reais. Who pays you is a separate question, answered by clause 0.1: if you are resident in Brazil, MoroAK-BR pays you domestically in Brazilian Reais, because the payment system cannot pay a Brazilian account from outside Brazil. That is a payment-rail constraint and nothing more — it does not change your Share, the currency it is calculated in, or who sold to the buyer.

S2.1 · Billing currency

1.1 The currency of your contract with MoroAK is Pounds Sterling (GBP), and every amount in this Schedule — your prices, your Educator Share and your subscription — is stated, calculated and paid in GBP. There is one exception, and it is about how you are paid, not about how the sale is made. Where you are resident in Brazil, your Educator Share is paid to you in Brazilian Reais under clause 0.1, because the payment system cannot reach a Brazilian account from outside Brazil. The sale itself is still made by MoroAK-UK and your Share is still calculated in GBP under clause 2.2 — clause 0.4 says so, and nothing in this clause qualifies it.

1.2 Buyers are charged in GBP, except a buyer in Brazil who chooses Pix, who is shown and charged a price in Brazilian Reais under clause 2A.0. MoroAK-UK receives that payment in GBP, and your Educator Share is calculated on the GBP amount MoroAK-UK receives, under clause 2.2. Any conversion cost a buyer's own bank applies is the buyer's and never passes through your Share. Where MoroAK later introduces a price expressed in another currency, clause 1.3 governs it.

1.2A Where your own bank or card is denominated in another currency, your provider performs the conversion on the payment out to you and may apply its own charges. MoroAK has no control over that rate or those charges and does not receive any part of them.

1.3 Any regional pricing MoroAK introduces will be published as an express price in that currency, and will not be derived by treating equal numerals in different currencies as equivalent. A displayed conversion under clause 1.2 is not regional pricing.

1.4 Invoices state the billing currency. Payment must be made in the invoiced currency.

1.5 MoroAK may adjust its own pricing — the subscription tiers in section S2.4 and any fee it charges you — prospectively, to reflect inflation, macroeconomic conditions, gateway processing costs, regulatory or tax change, and infrastructure scaling, and subject to clause 15 of the Agreement. Changes apply prospectively only. This clause gives MoroAK no power over the price of your content, which clause 3.8 leaves with you.

S2.2 · Revenue share

2.1 Revenue share applies to monetisation-approved content that complied with Schedule 1 and held validated status at the time of the sale. A later loss of validated status does not affect the Educator Share on a sale already completed, which remains payable under clause 8.4 of the Agreement and under 3.3 below.

2.2 The Educator Share is calculated on the Net Sale Amount. The Net Sale Amount is the price paid by the buyer, less any value added tax, goods and services tax or equivalent that MoroAK is required to account for on that sale, and less the payment-processing fee charged on that sale by the payment system. Nothing else is deducted from the Net Sale Amount. The Educator Share is eighty per cent (80%) of the Net Sale Amount on digital products and on trainings, courses, cohorts and sessions. No other percentage applies unless you have agreed it in writing. The payment system also charges fees for holding your payment account and for paying you, which are not charged on any sale and are therefore not taken into the Net Sale Amount; clause 2.2A says how those are shared.

2.2A Besides the payment-processing fee taken on each sale, the payment system charges MoroAK a monthly fee for each active payment account it holds for an educator, and a fee on each payout made to that account. These are costs of paying you rather than costs of any one sale, so they cannot be apportioned across sales and are not taken into the Net Sale Amount. They are shared in the same proportion as everything else in this Schedule: eighty per cent of the fees charged for your account in a month is deducted from the payment made to you under clause 3.3 for that month, and MoroAK bears the remaining twenty per cent. The statement under clause 3.4 shows the amount and how it was worked out. Three limits apply, and MoroAK bears the difference in each case. The deduction never reduces a month’s payment below zero. Anything it cannot absorb in a month is not carried forward into a later month and is not recovered from you as a debt. And where you have made no sales in a month, MoroAK bears that month’s account fee in full.

2.2AA Why MoroAK appears on the buyer's receipt. MoroAK contracts with the buyer in its own name, takes the payment and delivers the content, and it is MoroAK's name and tax registration that appear on the buyer's receipt. For content delivered automatically, that outcome is imposed by statute and neither of us can elect out of it: Article 9a of Implementing Regulation (EU) No 282/2011 presumes the platform to be the supplier, and a platform that authorises the charge, handles delivery or sets the general terms may not name anyone else — MoroAK does all three. Section 47(4) of the Value Added Tax Act 1994 produces the same result in the United Kingdom, and does so automatically.

2.2AAA For content you deliver live, the position rests on the contract rather than on that presumption. Article 9a applies only to electronically supplied services, and clause 2A.1 explains why a live cohort, training or session is not one. For those, MoroAK is the supplier to the buyer because it contracts with the buyer in its own name — Article 28 of Directive 2006/112/EC, and in the United Kingdom section 47(3) of the Value Added Tax Act 1994, which is a discretion of HMRC rather than an automatic rule. MoroAK carries the registration and accounting obligation in the buyer's country, and will not ask you to account for tax on a sale made through the platform. This is not advice about your own tax position: depending on where you are and what you supply, you may have registration obligations of your own — including in respect of your supply to MoroAK — and clause 7.2 leaves those with you.

2.2AB That is a fiscal characterisation and nothing more. Being treated as the supplier for tax purposes does not make the Educator Share MoroAK's money, does not make you MoroAK's trade creditor, and does not affect clauses 3.9 to 3.11. MoroAK receives your Share as your money throughout, and the statutory deeming operates only for the purpose of the tax it deems. Where those two characterisations are said to conflict, clause 3.9 governs the ownership of the money and this clause governs only the tax.

2.2AC Where you are registered for value added tax or an equivalent in respect of what you supply, clause 7 of this Schedule governs the tax on your Share and MoroAK pays it in addition under clause 7.4.

2.3 Only the shares marked as operating today are available on the platform. No other share arises unless MoroAK and you have agreed it in writing. Percentages may be modified contractually for enterprise arrangements.

2.4 Revenue share is conditional upon validation and compliance, may be suspended if authority status is revoked, and creates no perpetual entitlement and no ownership interest in your intellectual property. This clause operates prospectively only and does not affect any Share accrued on a completed sale — clauses 2.1 and 3.2 of this Schedule and clause 8.4 of the Agreement govern that.

S2.2A · Two kinds of content, and why your Share differs between them

2A.0 A buyer in Brazil contracts with MoroAK-UK like every other buyer, and may pay by card or by Pix. Where they pay by Pix the price is shown and charged in Brazilian Reais and MoroAK-UK receives it in Pounds Sterling. Your Net Sale Amount and your Share are calculated on the Sterling amount MoroAK-UK receives, under clause 2.2 and the table below, exactly as for any other sale — there is no separate Brazilian calculation and no Brazilian tax comes off your Share.

2A.0A A purchase from a supplier outside Brazil involves a currency exchange, and Brazil levies IOF at 3.5% of the transaction on it. The payment system collects and remits it, and by default the buyer bears it: the amount shown in their banking app is marked up by 3.5% above the price, and the checkout tells them so before they pay. MoroAK receives no part of it. MoroAK may instead elect to absorb it, in which case the payment system deducts it from what MoroAK receives — and MoroAK bears that deduction out of its own share. Your Net Sale Amount and your Share are calculated as though the IOF had not been deducted, so absorbing it costs MoroAK and costs you nothing. The rate is set by Brazilian law and can change; the rate stated here is the rate in force at the date of this version.

2A.0B Two more facts about a Pix sale. First, the payment system's Brazilian partner, and not MoroAK, appears as the recipient on the buyer's bank statement — MoroAK's name appears in the payment identifier. A buyer who does not recognise the name may raise a dispute, and MoroAK bears the cost of resolving a dispute raised on that ground; no Share is reversed for it. Second, Pix carries limits set by the payment system: a single payment may not exceed the equivalent of USD 3,000, and a single buyer may not pay MoroAK more than the equivalent of USD 10,000 in a calendar month. A product priced above that limit is not available to a Brazilian buyer paying by Pix, and the platform offers them a card instead.

2A.1 Tax treatment depends on how your content is delivered, not on what it is about. Content delivered automatically — an article, a downloadable framework, a pre-recorded course, a self-serve tool — is an electronically supplied service and is taxed where the buyer is. Content you deliver live — a cohort, a tutored training, a workshop, a one-to-one session — is not an electronically supplied service, because a real person delivers it (Article 7(3)(j) of Implementing Regulation (EU) No 282/2011), and a different set of rules applies to it.

2A.1A Those rules are not the same on both sides of the Channel. For a consumer in the European Union, live content has been taxed where the consumer is since 1 January 2025 (Council Directive (EU) 2022/542). For a consumer anywhere else, the United Kingdom taxes it where MoroAK is, because it has not made the same change. On a live sale to a consumer in the European Union both jurisdictions therefore assert a claim. MoroAK accounts for what it is required to account for and bears the consequence of that overlap out of its own share; your Share is calculated as though only one tax applied, at the higher of the two rates, and never on a doubly taxed amount.

2A.2 Every product you list is classified as one or the other when it is created, and the classification is shown to you. It determines the tax that comes off the price before your Share is calculated, so it determines what you are paid. If you think a product has been classified wrongly, tell MoroAK and it will be reviewed. Where the classification was wrong and the error reduced your Share, MoroAK recalculates and pays the difference on every affected sale in the twenty-four months before the correction, under clause 3.3, and clause 12.4 applies to that sum. Where the error increased your Share, MoroAK does not reclaim it. The classification is MoroAK's to make, so the cost of getting it wrong is MoroAK's to bear.

2A.3 On live content, a buyer who is a business is taxed differently from a buyer who is a consumer. Where the buyer gives a valid business tax registration number at checkout and MoroAK is not required to account for tax on that sale, no tax comes off the price and your Share is 80% of the whole price. Where the buyer is a consumer, tax comes off first. One exception, because it will otherwise look like an error: a business in the United Kingdom buying from MoroAK's United Kingdom entity is a domestic sale on which United Kingdom VAT is due, so tax comes off that one too. You will see two different payouts for the same product at the same price. That is the tax, not a mistake.

2A.4 The payment-processing fee is a cost of the sale and comes off before the split, as clause 2.2 provides — it is borne eighty–twenty like the tax, not by MoroAK alone. The fee shown in the table is £31.70, being 3.15% plus £0.20 on an international card. The actual fee varies with the card, the country and the method the buyer chooses, and the statement under clause 3.4 shows the fee taken on each of your sales, so you can see it rather than infer it. The payment system’s account and payout fees are a different thing: they are not charged on a sale, they are not in this table, and clause 2.2A deals with them. This table states GBP sales; a Brazilian buyer paying by Pix is covered at clause 2A.0.

2A.4A This table states MoroAK's tax position on the date of this version, not a permanent rule. Tax registration obligations arise as a business grows — Canada and several United States jurisdictions each impose them on foreign suppliers above a threshold. Brazil is different and is not a future problem: MoroAK-BR is already a domestic supplier there, and clause 2A.0 describes what that means for a Brazilian sale. Where MoroAK becomes required to account for a tax on a category of sale that previously bore none, it will give you not less than thirty days' written notice before the deduction first applies, identifying the tax, the rate and the sales affected. During that period you may change your prices, and you may terminate under clause 13.8 on fifteen days' notice instead of thirty. Where clause 2.2 and this table differ, clause 2.2 governs the calculation and MoroAK will correct the table under clause 15.

2A.5 You may not combine automatic and live delivery in a single product. A product is one or the other. Where you wish to offer both, list them as two products. This is a tax constraint, not a commercial one — a combined product has two conflicting treatments and no settled answer, and MoroAK will not put you or itself in that position.

S2.3 · Payment of the Educator Share

3.1 The Educator Share is paid to the payment account you connect to the platform. Identity verification for payouts is carried out by the payment provider as controller of that process.

3.1A The payment account is created for you, and where it is created depends on where you are resident, because the payment systems do not reach across every border. If you are resident in the United Kingdom, the European Economic Area, Switzerland, the United States or Canada, MoroAK-UK creates and manages a connected account for you on its United Kingdom payment platform. If you are resident in Brazil, the payment system does not permit a United Kingdom platform to reach a Brazilian account at all, so you are paid by MoroAK-BR domestically and MoroAK-BR creates and manages a connected account for you on its Brazilian payment platform, in the same way. Either way you do not need your own relationship with the payment provider, you complete the provider’s own identity checks within the account MoroAK creates, and identity verification for payouts is carried out by the provider as controller of that process. This is a constraint of the payment system, not a choice MoroAK has made, and it does not change your Educator Share, the payment dates in clause 3.3, or anything else in this Schedule.

3.2 Payment is made to a connected payment account. Where you have no connected account at all, no purchase of your content completes and no Educator Share arises on it, because there is nothing to sell into. Once a purchase has completed, your Educator Share has arisen and it does not cease to exist. Where the payment provider restricts your account afterwards, MoroAK holds your Share under clause 3.9 and pays it as soon as it lawfully can; it is not extinguished, and MoroAK does not treat a provider restriction as a ground for suspension, revocation or any determination under Schedule 1.

3.3 MoroAK pays the Educator Share monthly in arrears, within fifteen days of the end of each calendar month. There is no minimum payment threshold.

3.4 Each payment is accompanied by a statement showing, for the period and for each of your products: units sold, the price paid by each buyer, the delivery classification applied to the product, the buyer's tax jurisdiction and the rate of tax applied, the tax accounted for, the payment-processing fee taken on that sale, the Net Sale Amount, your Share, refunds, chargebacks, the designated account and the balance held for you under clause 3.10B, your share under clause 2.2A of the account and payout fees for the month, and any withholding and gross-up under clause 7.3, with the reason for it. These are the figures you need to check the arithmetic yourself, and that is why they are here.

3.5 On ten business days' written notice, and not more than twice in any twelve months, you may appoint an independent accountant to inspect MoroAK's records of sales of your content. You bear the cost, unless the inspection shows an underpayment of more than three per cent in the period examined, in which case MoroAK bears it. MoroAK pays any shortfall the inspection reveals within fifteen days, whatever its size.

3.6 Sums not paid when due bear simple interest, not compounded, at eight per cent above the Bank of England base rate from time to time where the sum is payable in Pounds Sterling, and at the rate provided by Brazilian law where it is payable in Brazilian Reais, in each case from the due date until payment. The rate does not depend on where a claim is brought. Nothing in this clause displaces the Late Payment of Commercial Debts (Interest) Act 1998 where it applies.

3.7 Where a buyer is refunded, the Educator Share on that sale is reversed and set against your next payment — except where the refund arises from a failure of the platform, the payment system or the hosting, in which case MoroAK bears the whole of it and your Share is not reversed. Where a buyer is refunded in part, only the corresponding part of your Share is reversed. A reversal is set against your next payment and never recovered from you as a debt, and where MoroAK closes the platform and refunds buyers under clause 5.4 of the Terms of Sale, MoroAK bears the whole of those refunds and no Share is reversed — you did not cause that closure and you will have no next payment to set it against. Where a chargeback is raised on a sale and MoroAK successfully defends it, no reversal is made. Where it is not successfully defended, the Share is reversed on the same basis as a refund under this clause. MoroAK bears the chargeback fee out of its own share.

3.8 You determine the price of your own content, subject only to a floor of GBP 35 and a ceiling of GBP 5,000 per product. Those figures are terms of this Agreement and MoroAK may change them only under clause 15, with notice and with your right to terminate before the change takes effect. There is no other published list and no other limit. MoroAK does not discount, bundle or promote your content at a reduced price without your written agreement, and any promotional reduction MoroAK asks for is at your election.

3.9 Where MoroAK receives from a buyer an amount that includes your Educator Share, MoroAK receives and holds that Share for you and on your account, and not for itself. MoroAK does not apply it for its own purposes, and it does not form part of MoroAK's own assets or of any estate available to MoroAK's creditors. MoroAK holds it in that character until it is paid to you under clause 3.3.

3.10 Where clause 3.9 works, and where it does not. Clause 3.9 is intended to take effect as a trust under the law of England and Wales, and MoroAK will hold the money accordingly. Brazilian law does not recognise the trust, and a patrimônio de afetação can be created only by statute and not by agreement. So where Brazilian law applies to a sum under clause 14.1A, clause 3.9 does not give you priority over MoroAK-BR's other creditors, and MoroAK does not pretend otherwise. For those sums the protection is clause 3.10A instead. If any part of clause 3.9 is unenforceable the remainder continues, and MoroAK's obligation to pay you is unaffected in every case.

3.10A Where the payment system can pay your Share directly to your own account without it passing through MoroAK, MoroAK will use that arrangement, and will enable it at your request wherever it is available. Money that never reaches MoroAK cannot be caught by MoroAK's creditors, which is why clause 3.11 disapplies clauses 3.9 and 3.10 in that case. For Brazilian-resident educators this is the arrangement MoroAK will use by default.

3.10B And where money does pass through MoroAK. MoroAK will pay each Educator Share, within five business days of receiving it, into a bank account designated on the bank's records as an account held for educators, separate from MoroAK's working capital, not used as security for any obligation of MoroAK, and reconciled monthly. Each statement under clause 3.4 identifies that account and the balance held for you, and the audit right in clause 3.5 extends to it. A declaration that money is held for you is worth little if the money is mixed with everyone else's.

3.11 Where the money never reaches us. Where the payment system pays your Share directly into your own connected account without it passing through MoroAK, clauses 3.9 and 3.10 do not apply to that payment, because the amount was never MoroAK's to hold.

S2.4 · Subscriptions and infrastructure access

4.1 Subscriptions grant access to infrastructure and capacity — how many assets you may submit. A tier buys you the capacity to submit work for validation. It does not buy validation, does not grant authority designation, and does not guarantee monetisation or inclusion in any artificial-intelligence system. Whether a submission is validated is determined solely under Schedule 1, on its structure.

4.1A Where a tier says "faster place in the validation queue", that is what it means: your submission is reviewed sooner. It is not reviewed differently, and it is not more likely to be validated.

4.2 The Launch Trial runs for 30 days from account activation. At the end of that period the account reverts to view-only access unless a paid plan is selected. Published Authority Content remains published and you retain ownership of it throughout.

4.3 Subscription fees are charged in advance for each billing period.

4.3A You may cancel a new subscription within fourteen days of first taking it, and receive a full refund. Clause 14.1A puts your subscription under English law, so the fourteen days is a contractual right MoroAK gives you rather than a statutory one; where you are a consumer within the meaning of the Código de Defesa do Consumidor, article 49 of that Code gives you seven days of its own force, and the fourteen days here is longer and is what MoroAK honours. You cancel by the same means you used to subscribe — a single control in your dashboard — or by writing to billing@moroak.com, and MoroAK confirms the cancellation immediately. The refund is the whole of what you paid, and MoroAK does not deduct for the days you used. Where you are in Brazil, the refund is made immediately and with monetary correction, as the sole paragraph of article 49 of that Code requires, and MoroAK tells the card issuer or payment provider at once so that the charge is not posted or is reversed. Any accessory contract is cancelled with it, at no cost to you.

4.4 If MoroAK suspends your monetisation or your public listing, your subscription fee abates from the date of suspension until the suspension is lifted or the Agreement ends, unless the suspension follows a determination of material breach by you. Abated amounts are credited against your next invoice or refunded on request.

4.5 We do not reduce the capacity you have paid for during a billing period. Where we change what a tier includes, we give thirty days' notice, the change takes effect at your next renewal, and you may cancel and receive a pro-rata refund of the unused period.

S2.5 · Incentives

5.1 MoroAK may offer performance incentives and referral bonuses at its discretion. They are optional, may be modified or withdrawn, and do not override governance compliance. Incentives are discretionary and create no entitlement. MoroAK will publish any eligibility criteria before an incentive opens, and will not withdraw an incentive you have already qualified for.

S2.6 · Refunds and chargebacks

6.1 Cancellation and refund of anything purchased on the platform are governed by clause 6 of the Terms of Sale, which states the right in one sentence and covers every delivery shape. There is no separate refund policy.

6.2 Requests about payments, refunds and receipts go to billing@moroak.com.

6.3 Nothing in this Agreement limits any statutory right of cancellation, withdrawal or refund available to a consumer under applicable law, including the laws of the United Kingdom, the European Union and Brazil.

6.4 A buyer who raises a chargeback without first seeking resolution under clause 6 of the Terms of Sale may have their own platform access suspended pending investigation. This clause is about the buyer and never about you. A chargeback raised against a sale of your content is not a ground for restricting, suspending or delisting you, is not a determination under Schedule 1, and does not affect your Educator Share except as clause 3.7 provides.

S2.7 · Tax

7.1 Prices shown to buyers are inclusive of any tax that applies to them. Where MoroAK is required to account for value added tax, goods and services tax or any equivalent on a sale, it is accounted for out of the price shown and not added to it. That tax is deducted before the Educator Share is calculated, as clause 2.2 provides.

7.2 You are responsible for your own tax position on the Educator Share you receive: income tax reporting, your own VAT or GST obligations, and cross-border reporting. MoroAK does not act as your tax adviser.

7.3 All sums payable to you are paid free of deduction, so that nothing is withheld from what reaches you. Where MoroAK is required by law to withhold an amount, it will increase the payment so that you receive the amount you would have received had no withholding been required — the statement under clause 3.4 shows the withholding and the gross-up, so that you can see what was accounted for on your behalf even though your net is unchanged, and will provide a withholding certificate sufficient for you to claim any credit available to you. Where a double taxation treaty permits relief at source, MoroAK will apply it on receiving the documentation it reasonably requires.

7.4 All sums payable to you are exclusive of any VAT or equivalent chargeable by you, which MoroAK will pay in addition against a valid invoice.