Terms of Use for Content Creators and Partners

1. Purpose and Scope

These Terms set out the conditions under which Creators and Partners may:

• create, upload, publish, distribute, host, market, monetize, or promote content on Genius Home;
• provide educational, informational, digital, or related products and services through the platform;
• receive settlements, commissions, revenue shares, referrals, fees, or other payments through or in connection with the platform;
• enter into collaborations, partnerships, or commercial arrangements with ORBITE HOLDING or through the Genius Home ecosystem.

These Terms apply in addition to any:

• onboarding forms;
• partner agreements;
• commission schedules;
• payout rules;
• community guidelines;
• platform policies;
• privacy notices;
• AML/KYC compliance requirements;
• content rules;
• supplemental commercial schedules,

executed, issued, or made available by ORBITE HOLDING from time to time.

In case of conflict between these Terms and a separately signed written agreement expressly signed by ORBITE HOLDING, that signed agreement shall prevail only to the extent of the inconsistency.

2. Definitions

For the purposes of these Terms:

3. Eligibility and Account Approval

You may only act as a Creator or Partner if:

• You have full legal capacity to enter into binding agreements;
• all information You provide is true, complete, accurate, and not misleading;
• You are duly authorized to act for Yourself or for the entity You represent;
• You satisfy any onboarding, KYC, KYB, compliance, or verification requirements requested by ORBITE HOLDING;
• Your proposed activity is lawful and acceptable to ORBITE HOLDING.

ORBITE HOLDING reserves the absolute right, at its sole discretion, to:

• approve or reject any application;
• require further documents or explanations;
• classify You as higher risk;
• suspend, limit, refuse, or terminate Your account or participation at any time.

Approval to use the platform is a revocable privilege and not a guaranteed right.

4. Creator and Partner Responsibility for Content

You are solely, exclusively, and fully responsible for all Content that You create, upload, submit, distribute, publish, advertise, host, transmit, or otherwise make available on or through Genius Home.

This responsibility includes, without limitation:

• the legality of the Content;
• the quality, accuracy, completeness, usefulness, safety, originality, and reliability of the Content;
• all statements, claims, promises, representations, instructions, recommendations, and opinions contained in the Content;
• the educational, technical, commercial, medical, legal, financial, spiritual, professional, or other consequences arising from the Content;
• all permissions, licenses, assignments, authorizations, waivers, and consents necessary for use of the Content;
• any injury, loss, damage, claim, complaint, or dispute arising out of the Content or its use.

ORBITE HOLDING and Genius Home do not create, verify, certify, endorse, guarantee, supervise, warrant, or assume responsibility for the quality, legality, accuracy, fitness, safety, usefulness, or reliability of Creator- or Partner-generated Content.

To the maximum extent permitted by applicable law, ORBITE HOLDING expressly disclaims responsibility and liability for any Creator or Partner Content hosted, displayed, marketed, sold, licensed, recommended, or otherwise made accessible through the platform.

5. No Responsibility for Creator or Partner Content

You acknowledge and agree that:

• Genius Home is, among other things, a digital hosting, distribution, promotion, monetization, and access platform;
• ORBITE HOLDING is not the author, publisher, editor, co-creator, guarantor, or legal sponsor of Creator or Partner Content merely because such Content appears on the platform;
• ORBITE HOLDING does not assume legal responsibility for reviewing all Content prior to publication or use;
• any review, moderation, screening, takedown, promotion, ranking, or monetization decision by ORBITE HOLDING does not create any duty, warranty, certification, approval, or assumption of liability regarding the Content.

You further agree that any litigation, complaint, demand, investigation, enforcement action, regulatory issue, or third-party claim arising from Your Content, Your conduct, Your representations, or Your use of the platform shall remain Your sole responsibility, except to the extent that a court of competent jurisdiction finally determines that the matter arose solely and directly from the independent wrongful act of ORBITE HOLDING.

6. Content Standards and Prohibited Content

You shall not upload, host, distribute, advertise, link to, or monetize any Content that:

• is unlawful, defamatory, fraudulent, deceptive, abusive, obscene, hateful, discriminatory, harassing, or threatening;
• infringes intellectual property rights, privacy rights, publicity rights, confidentiality obligations, or contractual rights of any third party;
• contains plagiarism, stolen material, counterfeit material, unauthorized reproductions, or pirated content;
• contains false qualifications, false endorsements, false academic claims, or misleading credentials;
• promotes unlawful schemes, scam activity, money laundering, terrorism, sanctions evasion, or prohibited financial conduct;
• contains malware, harmful code, unauthorized tracking tools, or security threats;
• violates applicable platform rules, community standards, or any law or regulatory requirement.

ORBITE HOLDING reserves the right, without notice, to remove, block, restrict, demonetize, suspend, or investigate any Content or account that it considers problematic, risky, unlawful, infringing, misleading, harmful, or commercially inappropriate.

7. Intellectual Property Representations

You represent, warrant, and undertake that:

• You own or validly control all rights necessary to upload, use, display, distribute, and monetize Your Content on Genius Home;
• the Content does not infringe any patent, copyright, trademark, trade secret, neighboring right, database right, moral right, personality right, privacy right, or other proprietary or personal right of any third party;
• You have secured all third-party permissions, releases, licenses, assignments, and consents required for lawful use of the Content;
• where the Content includes another person's voice, likeness, name, work, performance, image, or data, You are duly authorized to use it.

You shall be solely responsible for all disputes, claims, notices, takedown requests, and litigation arising from alleged or actual infringement related to Your Content.

8. License to ORBITE HOLDING

By uploading, submitting, publishing, or otherwise making Content available on Genius Home, You grant ORBITE HOLDING a worldwide, non-exclusive, royalty-free, sublicensable, transferable, revocable (subject to survival for prior uses and legal retention), and commercially usable license to:

• host, store, reproduce, display, perform, distribute, transmit, index, convert, format, excerpt, advertise, promote, market, analyze, and make the Content available through the platform;
• create thumbnails, previews, snippets, metadata, captions, transcripts, derivatives needed for technical adaptation, and promotional extracts;
• use the Content, title, description, creator name, logo, image, and related branding for platform operations, marketing, demonstrations, business development, investor presentations, and service improvement.

This license is granted solely for the operation, protection, promotion, administration, commercialization, and improvement of Genius Home and related services.

9. Partner Liability for Hosted Content

Where a Partner hosts, distributes, aggregates, licenses, syndicates, promotes, or otherwise makes third-party or institutional content available through Genius Home, the Partner expressly acknowledges and agrees that:

• the Partner is solely responsible for ensuring that such content is lawful and properly authorized;
• the Partner bears full responsibility for all complaints, takedowns, infringement allegations, lawsuits, regulatory disputes, and litigation arising from such hosted or distributed content;
• ORBITE HOLDING and Genius Home shall not be liable for the underlying legality, ownership, originality, or quality of such content;
• the Partner shall defend, indemnify, and hold harmless ORBITE HOLDING from and against all related claims, costs, damages, liabilities, penalties, and professional fees.

10. Payments, Settlements, Commissions, and Fees

Where monetization, sales, subscriptions, commissions, revenue shares, referral earnings, settlements, or other transaction-based payments are enabled, the following shall apply:

11. No Guarantee of Revenue or Platform Performance

ORBITE HOLDING does not guarantee:

• any minimum revenue;
• any number of learners or customers;
• any level of subscription;
• any volume of traffic;
• any ranking, visibility, exposure, or conversion rate;
• any technical uptime level except where expressly agreed in writing.

Participation on Genius Home is at Your own commercial risk.

12. Representations and Warranties by Creators and Partners

You represent and warrant that:

• all information submitted during onboarding and while using the platform is accurate and current;
• You have the legal power and authority to enter into these Terms;
• Your Content and activities comply with all applicable laws, regulations, professional rules, and contractual obligations;
• You will not use the platform to mislead, defraud, exploit, or abuse Users;
• You will cooperate promptly with all compliance, verification, takedown, investigation, and dispute-handling requests by ORBITE HOLDING.

13. Disclaimers

To the maximum extent permitted by applicable law, the platform, services, tools, systems, and all related functionality are provided on an "as is," "as available," and "with all faults" basis.

ORBITE HOLDING disclaims all express, implied, statutory, and other warranties, including any implied warranties of:

• merchantability;
• fitness for a particular purpose;
• non-infringement;
• accuracy;
• availability;
• security;
• uninterrupted operation;
• satisfactory quality.

Without limiting the foregoing, ORBITE HOLDING makes no warranty that:

• Creator or Partner Content will be accurate or suitable;
• Users will obtain any particular learning or commercial result;
• the platform will always be uninterrupted, error-free, or free from delay;
• defects will always be corrected immediately;
• third-party payment, hosting, telecom, cloud, or integration services will function without interruption.

14. Limitation of Liability

To the maximum extent permitted by applicable law, ORBITE HOLDING, Genius Home, and their directors, officers, shareholders, employees, agents, contractors, affiliates, licensors, and service providers shall not be liable to You for any indirect, incidental, special, consequential, punitive, exemplary, or loss-of-profit damages, arising out of or relating to:

• Your Content;
• User reliance on Your Content;
• disputes between You and Users;
• IP complaints;
• takedowns;
• suspension;
• delayed settlement;
• platform downtime;
• loss of data;
• loss of revenue;
• account closure;
• litigation involving Your Content.

To the maximum extent permitted by law, any aggregate liability of ORBITE HOLDING to You arising from these Terms or the platform shall not exceed the total amount of net platform fees actually received by ORBITE HOLDING from Your transactions during the three (3) months immediately preceding the event giving rise to the claim, or such lower amount as may be mandatorily imposed by law.

15. Indemnity

You shall fully defend, indemnify, and hold harmless ORBITE HOLDING, Genius Home, and their directors, officers, employees, agents, affiliates, successors, assigns, licensors, payment partners, and service providers from and against any and all claims, actions, demands, complaints, proceedings, investigations, damages, settlements, judgments, liabilities, losses, penalties, regulatory sanctions, legal fees, expert fees, and other costs, arising out of or related to:

• Your Content;
• Your breach of these Terms;
• Your infringement or alleged infringement of third-party rights;
• Your false statements, omissions, or misrepresentations;
• Your violation of law;
• Your relationship, dispute, or litigation with any User, co-creator, rights holder, regulator, or third party;
• content hosted or made available by You as a Partner.

This indemnity survives suspension, termination, delisting, payout completion, and closure of Your account.

16. Compliance, KYC, AML, and Investigations

You agree to provide any information, explanation, identification, ownership detail, business record, authorization, or supporting document reasonably requested by ORBITE HOLDING for:

• onboarding;
• risk assessment;
• KYC/KYB;
• AML/CFT screening;
• sanctions screening;
• fraud review;
• payout validation;
• complaints handling;
• legal defense;
• regulatory response.

ORBITE HOLDING may suspend access, freeze or hold settlement, reject transactions, or terminate the relationship where You fail to cooperate or where compliance concerns arise.

17. Content Moderation, Takedown, and Enforcement

ORBITE HOLDING may, at any time and without prior notice:

• review, flag, restrict, or remove Content;
• disable access to material;
• suspend monetization;
• issue warnings;
• hold payments;
• terminate accounts;
• report unlawful or suspicious conduct to authorities or service providers.

ORBITE HOLDING shall have no liability to You for exercising such rights in good faith or for legitimate operational, legal, commercial, reputational, or compliance reasons.

18. Termination

ORBITE HOLDING may suspend or terminate Your access to Genius Home immediately, with or without notice, for any reason including:

• breach of these Terms;
• legal or regulatory risk;
• fraud suspicion;
• infringement complaints;
• poor cooperation with compliance requests;
• reputational harm;
• business discontinuance;
• platform restructuring.

Upon termination:

• Your right to use the platform ceases immediately;
• ORBITE HOLDING may remove, archive, or retain Content as operationally or legally required;
• accrued rights, liabilities, indemnities, non-refundable commissions, payment holds, dispute rights, and survival clauses remain in effect.

19. Confidentiality

You shall keep confidential all non-public information relating to:

• platform operations;
• business plans;
• user data;
• pricing logic;
• payout rules;
• commercial discussions;
• technical systems;
• compliance processes;
• internal analytics;
• contracts,

obtained through Your relationship with Genius Home, unless disclosure is required by law or expressly authorized in writing.

20. Data Protection and User Data

Where You access or process any User data through Genius Home, You shall:

• use such data only for authorized platform purposes;
• comply with applicable privacy and data protection requirements;
• not sell, misuse, scrape, exploit, or unlawfully disclose User data;
• implement reasonable security measures;
• cooperate with ORBITE HOLDING on complaints, corrections, deletions, and incidents.

21. Force Majeure

ORBITE HOLDING shall not be liable for delay, interruption, suspension, or failure caused by events beyond its reasonable control, including:

• war;
• riot;
• civil disturbance;
• labor disruption;
• telecom failure;
• power failure;
• cyber incident;
• government action;
• epidemic;
• flood;
• fire;
• payment network outage;
• hosting or cloud interruption;
• third-party service failure.

22. Amendments

ORBITE HOLDING may amend these Terms at any time by posting an updated version on the platform, notifying You electronically, or otherwise making the revised Terms available.

Your continued use of the platform after the effective date of updated Terms constitutes acceptance of the revised Terms.

23. Severability

If any provision of these Terms is held to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be interpreted to the maximum extent permissible to reflect the original commercial intent.

24. No Waiver

Failure by ORBITE HOLDING to enforce any right or provision under these Terms shall not constitute a waiver of that right or provision.

25. Assignment

You may not assign, transfer, delegate, sublicense, or otherwise dispose of Your rights or obligations under these Terms without prior written consent from ORBITE HOLDING.

ORBITE HOLDING may assign or transfer these Terms, in whole or in part, to an affiliate, successor, purchaser, funder, or restructuring vehicle without restriction.

26. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Cameroon, unless a mandatory rule of law requires otherwise.

Any dispute arising out of or in connection with these Terms shall be submitted to the competent courts of Buea or Douala, Cameroon, unless ORBITE HOLDING elects arbitration or another dispute mechanism in a separately signed agreement.

Nothing in these Terms prevents ORBITE HOLDING from seeking urgent injunctive relief, conservatory measures, takedown relief, debt recovery, or IP protection remedies before any competent authority.

27. Entire Agreement

These Terms, together with any applicable policies, onboarding requirements, payout rules, commission schedules, and separately signed agreements, constitute the entire agreement between You and ORBITE HOLDING in relation to Your use of Genius Home as a Creator or Partner.

28. Contact

For legal, compliance, takedown, partnership, or creator matters, contact:

29. Acceptance

By registering, onboarding, uploading Content, activating monetization, receiving settlement, or otherwise participating on Genius Home as a Creator or Partner, You confirm that:

• You have read and understood these Terms;
• You agree to be bound by them;
• You accept full responsibility for Your Content and conduct;
• You understand that ORBITE HOLDING and Genius Home disclaim responsibility for creator- and partner-generated Content to the maximum extent permitted by law;
• You agree that platform commissions are non-refundable.