Ethical Rules (I.) and General Terms and Conditions for Distribution Partners (II.

I. Ethical Rules

On behalf of our Company, we welcome you as a new distribution partner (hereinafter: Distribution
Partner) and wish you every success in your work as an independent Distribution Partner of
LECTERA DMCC, Office units 2005 to 2008, Platinum Tower, Cluster I, Jumeirah Lake Towers,
Dubai, UAE, CEO - Liudmila Semeshkina, and, most importantly, we hope that you will enjoy
distributing our goods (under Section 2 of the General Terms and Conditions for Distribution
Partners, you will learn which goods these are). When it comes to the distribution of our goods
and contact with other people, consumer friendliness and safety, reliability, fair cooperation and
compliance with the law and good manners are always our main priority. This applies to the entire
direct marketing industry environment.

Therefore, we ask that you read the following ethical rules as well our General Terms and
Conditions for Distribution Partners thoroughly and make these provisions the guidelines in your
work.

Ethical rules for dealing with consumers

• Our Distribution Partners provide honest and sincere advice to their customers and clarify any
potential misunderstandings with regard to the goods, the business opportunity or other
statements during the consultation.

• At the customer's request, the sales talk will be foregone, postponed or, if the talk has already
started, interrupted.

• During the contact with the customer, the Distribution Partner informs the consumer about all
aspects concerning the goods (e.g. intended purpose, quality, use) or also – at the
customer's request – the distribution options.

• All information regarding the goods must be comprehensive and truthful.

• A Distribution Partner does not persuade the consumer to buy products by making dubious
and/or misleading promises or by promising special benefits, if these benefits are
dependent on any future, uncertain success.

• A Distribution Partner is not allowed to provide information on their remuneration or the

potential remuneration of other distribution partners. Furthermore, a Distribution Partner
must not guarantee any remuneration or raise expectations.

• A Distribution Partner is not allowed to claim that the remuneration schedule or the goods of
Lectera are authorized, approved or supported by an official authority.

Ethical rules for dealing with distribution partners

• Distribution Partners always treat each other with fairness and respect. The above also
applies to the conduct vis-à-vis distribution partners of other network marketing
companies, online stores or other direct marketers.

• New distribution partners are truthfully informed about their rights and obligations. The
Distribution Partner must not provide any information on potential sales and earning
possibilities.

• No oral guarantees regarding the goods of Lectera must be provided.

• Distribution Partners are not allowed to solicit distribution partners of other companies.
Furthermore, Distribution Partners are not allowed to persuade other distribution partners
to switch sponsors within Lectera.

• As ethical rules, the obligations of Sections 7 – 10 of the following General Terms and
Conditions for Distribution Partners must always be adhered to.

Ethical rules for dealing with other companies

• The Distribution Partners of Lectera are always fair and honest towards other companies
active in network marketing, the area of social selling or other areas of direct marketing.

• The Distribution Partners refrain from systematically soliciting distribution partners of other
companies.

• Derogatory, misleading or unfair comparative statements regarding the goods or distribution

systems of other companies are prohibited.

In light of these Ethical Rules of our Company, we would now like to introduce you to the
General Terms and Conditions for Distribution Partners of Lectera.

II. General Terms and Conditions for Distribution Partners

Section 1 Scope

(1) The following General Terms and Conditions are part of each distribution partner agreement
between LECTERA DMCC, Office units 2005 to 2008, Platinum Tower, Cluster I, Jumeirah Lake
Towers, Dubai, UAE, CEO - Liudmila Semeshkina (hereinafter: Lectera), [email protected] and
the independent contractual partner, affiliate, partner program participant or team partner
(hereinafter: Distribution Partner).

(2) Lectera provides its services exclusively on the basis of these General Terms and Conditions
for Distribution Partners.

Section 2 Subject matter of the agreement, equipment packages and additional services

(1) Lectera is an innovative distribution company that sells quality training, education and
consumer services also as digital offers and services in the area of direct marketing (hereinafter:
Goods) to its end customers.
(2) The Distribution Partner has, without being obligated to do so, the option to distribute at his
own discretion Goods on behalf of Lectera so that the distribution of these Goods is the foundation
of the business of a Distribution Partner. The Distribution Partner receives a corresponding
commission for their work. This work does not require the Distribution Partner to incur any
financial expenses, nor is it mandatory that the Distribution Partner purchase a minimum quantity
of Goods from Lectera or recruit other Distribution Partners. Only the free registration is required.

(3) In addition, the Distribution Partner has, without being obligated to do so, the additional option
to recruit other distribution partners for the distribution of the Goods of Lectera and to receive a
commission on the Goods distributed by the recruited distribution partner. The Distribution Partner
does expressly not receive a commission for the mere recruitment of a new distribution partner.
The commission and the payment method or other fulfillment of the claim to provision depends
on the respectively applicable remuneration schedule.

(4) In order to enable the Distribution Partner to start his work, Lectera provides to the Distribution
Partner in addition to one/or more landing pages, an online Back Office, which allows the
Distribution Partner to always have an up-to-date and comprehensive overview of their sales,
commissions and the customers and down-line developments. In addition, the Distribution Partner
may, without being obligated to do so, purchase various equipment and/or services packages
(hereinafter: Business Mastery Subscription) for a fee. The Distribution Partner can view the
content and prices of the individual Business Packages and the personalized online presence in
the Back Office.

Section 3 General conditions for the conclusion of contracts

(1) Contracts may be concluded with legal entities, business partnerships or natural persons, who
and/or whose legal guardian are/is 18 years or older and who are/is entrepreneur(s) in
accordance with applicable law, and, if necessary, hold(s) a business license. Contracts cannot
be concluded by consumers.

(2) If a legal entity or business partnership (GbR, OHG, KG etc.) submits a distribution partner
application, it must submit a corresponding commercial register extract showing the registration
– as far as such an extract is available in the case of a business partnership – as well as the VAT
identification number. All partners must be 18 years or older. In the relationship with Lectera,
each partner is personally liable for the conduct of the legal entity.

(3) Each Distribution Partner may only acquire one position in the remuneration schedule; a
circumvention of this provision by registering as a natural person and, in addition, via a legal entity
or business partnership is prohibited.

(4) The Distribution Partner is obligated to complete the online distribution partner application
completely and properly and to return it to Lectera electronically. In addition, the Distribution
Partner acknowledges these General Terms and Conditions for Distribution Partners and accepts
them as part of the agreement by checking the respective box on the application. Lectera reserves
the right to obtain further information from the Distribution Partner in individual cases.
(5) When registering, the Distribution Partner must choose theiremail address and a password;
subsequently, the Distribution Partner will receive a confirmation email with the access data at
the email address provided. After the receipt of the access data, the Distribution Partner can
create a profile on the online platform and has access to the content provided on the online
platform:

(6) Any changes of the Distribution Partner's personal data must be reported to Lectera
immediately.

(7) Lectera reserves the right to reject distribution partner applications at its own discretion without
justification. Where online order forms are used, these forms are considered part of the contract.

(8) In case of violations of the obligations set forth in paragraphs (1), (2) and (4), Lectera has the
right to terminate the distribution partner agreement without notice and to demand repayment of
any commissions that might have been paid without prior warning. In addition, Lectera expressly
reserves the right to assert further claims for damages in case of a termination without notice.

Section 4 Entrepreneur status of the Distribution Partner

(1) The Distribution Partner acts as an independent entrepreneur. They are neither an employee
nor a sales representative or agent of Lectera. There are no sales requirements or purchase or
distribution obligations or obligations to perform other activities. With the exception of the
contractual obligations, the Distribution Partner is not subject to any instructions from Lectera and
bears the full entrepreneurial risk of their business activities including the obligation to pay all their
business costs and the obligation to duly pay their employees, if they have employees.

The Business Partner must set up and operate their business in the way a prudent businessman
would, which also includes operating business premises or managing a workplace in the way a
prudent business man would.

(2) As an independent entrepreneur, the Distribution Partner is responsible for complying with the
applicable statutory provisions including tax and social law requirements (e.g. obtaining a VAT ID
number, registering their employees with social insurance, and obtaining a business license, if
required). The Distribution Partner ensures in this regard that any commission income generated
in the context of their work for Lectera will be duly taxed at the place of their registered office.
Lectera reserves the right to deduct the respective amount for taxes and surcharges from the
agreed commission and/or to claim compensation for damages or expenses that Lectera incurs
due to a violation of the aforementioned provisions, unless the Distribution Partner is not
responsible for the damage or the expenses. Lectera does not pay any social insurance
contributions for the Distribution Partner. The Distribution Partner is not authorized to make
declarations or to enter into commitments in the name of Lectera.

Section 5 Provisions regarding the voluntary contractual cancellation right

You register with Lectera as an entrepreneur, not a consumer, which means that you are not
entitled to a statutory cancellation right. However, Lectera grants you the following voluntary, two-
week, contractual cancellation right.
Voluntary cancellation right

You may cancel your contract within two weeks without justification in text form (per letter or
email). The cancellation period begins upon the online submission of the distribution partner
application. For compliance with the cancellation period, it is sufficient if the cancellation is sent
in due time (date of the post mark/email).

The cancellation must be addressed to LECTERA DMCC, Office units 2005 to 2008, Platinum
Tower, Cluster I, Jumeirah Lake Towers, Dubai, UAE; [email protected]

Waiver of the cancellation right

Goods or other services will only be handed over/transferred/provided after the expiry of the
cancellation period. If the Distribution Partner wishes that the hand-over/transfer/provision take
place before the expiry of the cancellation period, they expressly waive their cancellation right
through said request.

Consequence of cancellation:

In case of the effective cancellation of the contract, both sides must return any services already
received and surrender, if applicable, any benefits obtained. If you are not able to return the
received services in their entirety or parts thereof, or are only able to return them in a deteriorated
condition, you will have to compensate us, if applicable, for the lost value. Obligations for
refunding payments must be fulfilled within 30 days. For you, this 30-day period begins when you
send your cancellation declaration or the goods.

After exercising his cancellation right, a Distribution Partner may once again register with Lectera.
However, at least 6 months must have passed since the Distribution Partner has exercised their
cancellation right and the cancelling Distribution Partner must not have performed any activities
for Lectera in the meantime.

End of the provisions regarding the cancellation right

Section 6 Administration, management and processing fee / royalties

(1) Through the registration with Lectera and the purchase of a Business Mastery Subscription,
the Distribution Partner acquires the right to use the landing page and Back Office provided and
the additional videos and other tools provided therein on a monthly basis according to the
contract. The above right of use is a simple, non-transferable right of use relating to the specific
landing page, the Back Office and the additional videos and other tools provided therein. The
Distribution Partner does not have the right to make changes, to edit or to make other
modifications nor the right to grant sub-licenses. The aforementioned right of use also includes
the maintenance, service, update and upgrade fees so that the collected fee will hereinafter be
referred to as Service Fee.

(2) As of the 2nd month of the contract, or if the Distribution Partner registers without purchasing a
Business Mastery Subscription, Lectera charges a separate monthly Service Fee within the scope
of paragraph (1), the term and payment of which results from Sec. 16 (1) and the amount of which
can be inferred from the respective price table of Lectera.

Section 7 Obligations of the Distribution Partner in the context of advertising and general
obligations

(1) The Distribution Partner is obligated to protect their personal passwords and login information
from any third-party access. The Distribution Partner is prohibited from violating the rights of
Lectera, its distribution partners, affiliated companies or other third parties, from harassing third
parties and from otherwise violating applicable law during the performance of their work. The
Distribution Partner is, in particular, not allowed to make any wrong or misleading statements
regarding Lectera products or the distribution system of Lectera. In the context of their marketing
and advertising activities, the Distribution Partner will only make statements regarding the Goods
of the Lectera range of products and the Lectera distribution system the content of which is in
accordance with the advertising and information material of Lectera. Furthermore, sending
unwanted advertising emails, advertising faxes or advertising text messages (spam) is also
prohibited. Furthermore, abuse and illegal actions, such as the use of unauthorized or unfair
advertising (e.g. misleading statement) are prohibited. The abusive use of Lectera or other
services of Lectera is also prohibited.

(2)The Distribution Partner is prohibited from violating competition law, the rights of Lectera, its
distribution partners, affiliated companies or other third parties, from harassing third parties and
from otherwise violating applicable law during the performance of his work. In this context,
especially sending unwanted advertising emails, advertising faxes or advertising text messages
(spam) is prohibited as well.

Special advertising guidelines

(a) At no point and in no advertising medium must the Distribution Partner provide any
information or make any statements regarding their income or earning opportunities with
Lectera. Instead, the Distribution Partner is obligated to always expressly point out to
potential distribution partners in the context of the consultation that only a very small
number of distribution partners are able to achieve a higher income with their activity for
Lectera and that income is only able to be generated through very intensive, continuous
work.

(b) Distribution and marketing activities must not give the impression that there are
commissions that can be interpreted as "bounty" or other commissions in connection with
the mere recruitment of a new distribution partner. Acts that create the impression that the
advertised distribution system is an illegal distribution system, namely an illegal
progressive snowball system or a pyramid scheme or another fraudulent distribution
system are prohibited.
 (c) Distribution and marketing activities must not be addressed to minors or persons
without business experience and must never take advantage of the age, an illness or
limited mental capacity of consumers in order to persuade them to concluding a contract.
When the Distribution Partner has contact with socially disadvantaged sections of the
population or non-German native speakers, the Distribution Partner will duly consider
these groups' financial capacity and intelligence as well as their ability to understand
German. The Distribution Partner must refrain from any acts that might cause the
members of such groups to make orders they cannot afford.

(d) Any distribution and marketing activities that are inappropriate, illegal or unsafe and/or
that put the targeted consumers under inadmissible pressure are prohibited.

(e) Vis-à-vis the consumer, the Distribution Partner will only refer to letters of
recommendation, test results, references or other persons for business purposes, if they
have been authorized to do so both by the reference and by Lectera and if the information
referred to is accurate and not outdated. Furthermore, any letters of recommendation,
tests and personal references must be related to the intended purpose.

(f) The Distribution Partner will not persuade the consumer to buy Goods by making
dubious and/or misleading promises or by promising special benefits, if these benefits are
dependent on any future, uncertain success. The Distribution Partners will refrain from
any activity that might cause the consumer to accept the offer made only as a personal
favor to the Distribution Partner making the offer, in order to end the conversation or to
benefit from an advantage that is not the subject matter of the offer or to show appreciation
for such an advantage.

(g) A Distribution Partner is not allowed to claim that the remuneration schedule or the
Goods of Lectera are authorized, approved or supported by an official authority, or have
been classified as legally compliant by a law firm.

(3) The Distribution Partner may only use, prepare and disseminate their own sales documents,
their own web pages, product brochures, advertising videos or clips or other independently
created on and offline media and advertising means subject to the prior approval of Lectera.
Likewise, the Distribution Partner may only advertise Lectera services on their own or third-party
websites subject to the prior approval of Lectera. If the partner advertises the Lectera Goods in
other online media, such as social networks (e.g. Facebook or Instagram), online blogs or chat
rooms (e.g. WhatsApp or Snapchat), they must at all times only use the official advertising
statements of Lectera, must identify themselves in a clearly visible manner by using their complete
name (anonymous posts or posts made under a pseudonym are prohibited) and must never make
any statements regarding their income or earning opportunities with Lectera or advertise work
with Lectera as an employee or in a similar position; likewise the Distribution Partner may only
carry out the advertising activities on social media in the context of their own, personal social
media channels as supplementary and additional measures, but is not allowed to create a
professional social media business presence. Goods may only be sold via the "landing pages"
provided by Lectera. Likewise, the Distribution Partner is prohibited from operating a joint online
or social media presence together with another distribution partner or other third parties.
(4) In accordance with applicable law, the Distribution Partners may present the Lectera Goods
in a revocable manner in face-to-face conversations, during home parties or events, online home
parties, webinars or other online presentations.

(5) The Goods must not be offered in auctions, public and private flea markets, in swaps, stores,
online stores, online markets such as eBay, Amazon or similar places of sale. Furthermore, the
Distribution Partner must not present the Goods at trade fairs and exhibitions.

(6) The Distribution Partner is obligated to identify themselves in business transactions as an

INDEPENDENT Lectera DISTRIBUTION PARTNER. Websites, stationary, business cards,
advertising on cars as well as ads, advertising documents and the like must always show the
additional information "INDEPENDENT Lectera DISTRIBUTION PARTNER". Furthermore, the
Distribution Partner is prohibited from applying for or taking out loans, making expenditures,
entering into commitments, opening bank accounts or concluding other contracts in the name of
Lectera for or in the interest of and/or in the name of the company.

(7) Any travel expenses, out-of-pocket expenses, office costs, telephone fees or other expenses
for advertising material must be borne by the Distribution Partner.

(8) The Distribution Partner is not allowed to mention brands of competitors in a negative,
derogatory or illegal manner and/or make negative or derogatory statements about other
companies in the course of their business activities.

(9) All presentation, advertising, training, video/film material etc. (including photographs) as well
as software products, education programs and other services developed by Lectera itself are
subject to copyright protection. Without the express written consent of Lectera, the Distribution
Partner must not copy, disseminate, make publicly available or modify the aforementioned items
or parts thereof beyond the contractually granted right of use. Especially the dissemination,
copying and publication of education/training material and documents (e.g. uploading them onto
YouTube or other online media) as well as changing or modifying such training material is
prohibited.

(10) Likewise, the use (or modification) of the Lectera company name and sign, the registered
trademarks, product designations, work titles and business names of Lectera beyond the
expressly provided advertising material and other official Lectera documents is only allowed
subject to written approval. Furthermore, the Distribution Partner is prohibited from registering
their own trademarks, work titles, online domains or other protective rights if they contain the
Lectera company name and/or sign or registered trademarks, product designations, work titles or
business names of Lectera. The above also applies to trademarks, business names or work titles
for which Lectera holds an exclusive right of use. The prohibition in sentence (2), above, applies
both to identical and similar company names and/or signs. Relabeling virtual and other Lectera
Goods is also prohibited.

(11) The Distribution Partner is not allowed to respond to requests from the press regarding
Lectera, its services, the Lectera marketing plan or other Lectera services. The Distribution
Partner is obligated to forward any requests from the press immediately to Lectera, at the
[email protected] address. Otherwise as well, the Distribution Partner will only make public
statements (e.g. television, radio, online forums) regarding Lectera, Goods of the Lectera range
of products and the Lectera distribution system subject to the prior written consent of Lectera.

(12) The Distribution Partner will notify the Lectera management via the event planning system
provided by Lectera for these purposes in due time before the publication of the invitation, of the
location, time and content of advertising events addressing the general public. Lectera may
request changes or even the cancellation of the event if this is in the interest of the company and
the Lectera distribution organization including its members.

(13) Customer requests or complaints of any kind regarding the Goods, the service or the
distribution system of Lectera must be passed on to Lectera immediately at the
[email protected].

(14) The Distribution Partner is at all times prohibited from selling or otherwise distributing their
own training, marketing or sales documents to other distribution partners of Lectera.

(15) A Distribution Partner may have an entry in the Yellow Pages. However, prior to publication,
the content of such an entry must be approved by Lectera and the entry must include the
information "INDEPENDENT Lectera DISTRIBUTION PARTNER".

(16) Using telephone numbers subject to charges for marketing the activity or products of Lectera
is not allowed.

(17) Lectera allows the Distribution Partner to purchase the Goods for their personal needs and/or
for family members. At no time must the Distribution Partner persuade family members, other
distribution partners or other third parties, to purchase goods beyond their personal need in order
to create or fake commission claims.

(18) After the ordinary termination of their old position, a Distribution Partner may register with
Lectera again. However, the termination of the old position of the Distribution Partner and the
confirmation of the termination by Lectera must have occurred at least 6 months before the re-
registration and the terminating Distribution Partner must not have performed any activities for
Lectera in the meantime.

(19) The Distribution Partner may advertise and sell services on behalf of Lectera or recruit new
distribution partners only in states where Lectera has officially entered the market.

(20) The Distribution Partner is obligated to notify Lectera immediately and truthfully of any
violations of the rules of these General Terms and Conditions for Distribution Partners or other
violations against applicable law on the part of other distribution partners.

Section 8 Non-compete clause / solicitation / sale of third-party services

(1) The Distribution Partner is allowed to sell goods and/or services of other companies, including
network marketing companies, even if they are competitors.

(2) However, the Distribution Partner is prohibited from recruiting other Lectera distribution
partners for the distribution of other products.
(3) Moreover, the Distribution Partner is prohibited from violating other distribution partners or
other distribution agreements that he has concluded with other companies and the clauses of
which are still effective through the conclusion of a distribution partner agreement.

(4) If the Distribution Partner is simultaneously working for other competitors, other companies or
network, online marketing or other direct marketing companies, the Distribution Partner
undertakes to set up their respective work (including the respective downline) such that there is
no relation to and no mixing with their activity for the other company. The Distribution Partner
must, in particular, not offer other goods and/or services than the ones from Lectera at the same
time and the same location or in direct spatial proximity or on the same website, Facebook page,
other social media platform or online platform, unless Lectera has expressly authorized them to
do so, for example when there is an official cooperation between Lectera and the respective other
company.

Section 9 Confidentiality

The Distribution Partner must keep the business secrets of Lectera and Lectera's structure
absolutely confidential. The business secrets include in particular the customer and distribution
partner data and the information on the downline activities as well as the information contained
therein. This obligation continues to apply even after the termination of the distribution partner
agreement for a period of 5 years.

Section 10 Distribution partner protection / crossline sponsoring / bonus manipulation

(1) Each active Distribution Partner who recruits a new distribution partner for the first time for the
distribution of the products and Goods of Lectera, is assigned the new distribution partner in their
structure in accordance with the marketing plan and the placement specifications set forth therein
(distribution partner protection). The recruitment and placement of the new distribution partner
must be performed via the Distribution Partner's own referral link, whereby the date and the time
when Lectera receives the registration request of the new distribution partner is decisive for the
assignment. If two Distribution Partners claim the same distribution partner as their "newly"
sponsored distribution partner, Lectera will only consider the sponsor indicated in the first
registration.

(2) Lectera is entitled to delete the account and any personal data, including the email address,
of the Distribution Partner from the system, if advertising deliveries, letters, or emails are returned
with the note "does not live at this address", "deceased", "not accepted", "unknown" and similar
and if the Distribution Partner does not rectify the incorrect data within a period of 30 days. If
Lectera incurs costs due to the non-deliverable advertising deliveries and packages, Lectera shall
be entitled to claim reimbursement of said costs from the Distribution Partner, unless the
Distribution Partner is not responsible for the failed delivery.

(3) Furthermore, crossline sponsoring and even the mere attempt of crossline sponsoring within
the company is prohibited. Crossline sponsoring means the recruitment of a person or a company
that is already a distribution partner of Lectera in another distribution line or that had a distribution
partner agreement within the last 6 months. It is also prohibited to use the name of the spouse or
a relative, a business name, corporations, partnerships, trust companies or other third parties to
circumvent this provision.

(4) If the Distribution Partner activates a second account in a crossline/sideline, Lectera will lock
the second account as soon as it gains knowledge of it and any commissions are booked as not
earned. Likewise, the downline created in the second account will remain part of that account and
not be integrated into the first account. The decisive aspect for determining which account is the
first account is the date and the time of the receipt of the first registration request of the Distribution
Partner.

(5) The Distribution Partner is prohibited from recruiting existing distribution partners for other
businesses/companies; even the attempt to do so is prohibited. Recruitment means soliciting a
person or a company that is already a distribution partner of Lectera – regardless of whether in
the respective Distribution Partner's own structure or in crossline structures on behalf of another,
third-party business/company. It is also prohibited to use the name of the spouse or a relative, a
business name, corporations, partnerships, trust companies or other third parties to circumvent
this provision.

(6) Bonus manipulation is prohibited. This includes in particular the sponsoring of distribution
partners that, in reality, do not conduct the Lectera business (so-called front man) as well as the
open or concealed registration of multiple accounts. It is also prohibited to use the name of the
spouse, of a relative or of persons belonging to the same household, a business name,
corporations, partnerships, trust companies or other third parties to circumvent this provision.

Likewise, it is prohibited to persuade third parties to sell or purchase Goods in order to achieve a
better position in the remuneration schedule or to otherwise manipulate the bonuses. If the
Distribution Partner nevertheless violates this provision, Lectera will book the commissions for all
affected accounts as unearned as of the point in time at which the violation became known and
cancel the front men accounts.

(7) The Distribution Partner is not entitled to an exclusive distribution territory.

Section 11 Warning, contractual penalty, compensation for damages, indemnification

(1) If the Distribution Partner violates the obligations set forth in Section 7, Lectera will send a
written warning, in which it will grant the Distribution Partner a 10-day deadline for curing the
violation. The Distribution Partner undertakes to compensate Lectera for the warning costs, in
particular for any lawyer fees incurred due to the warning.

(2) Express reference is made to Sec. 16 paragraph (3), according to which Lectera is entitled to
an extraordinary termination without prior warning in case of a violation of the obligations set forth
in Sec. 8, 9 and 10 (3) and (4) and in case of particularly severe violations of Sec. 7, or other
applicable contractual law or other statutory provisions. Notwithstanding the immediate
extraordinary termination right set forth in Sec. 16 para. (3), Lectera may, in the event of one of
the aforementioned violations of obligations, issue in individual cases, at its own discretion, a
warning within the scope of paragraph (1) also with a shorter deadline for curing the violation,
before declaring the extraordinary termination.
(3) If after the deadline for curing the violation set in the warning the same or essentially the same
violation occurs again, or if the original violation for which the warning was sent is not cured, a
contractual penalty to be determined by Lectera, at Lectera's discretion, and to be reviewed by
the competent court will become due immediately. Furthermore, additional lawyer fees will be
incurred for the assertion of the contractual damages; it is pointed out to the Distribution Partner
at this point in time already that the Distribution Partner is obligated to reimburse such fees.

(4) Regardless of the forfeited contractual penalty, the Distribution Partner shall in addition be
liable for any damages that Lectera incurs due to the violation of obligations within the scope of
Sections 7-9 and Sec. 10 paras. 3 and 4, unless the Distribution Partner is not responsible for the
violation.

(5) If claims are asserted by a third party due to violations against the obligations set forth in
Sections 7-9 and Sec. 10 paras. 3 and 4 or due to another violation of applicable law on the part
of the Distribution Partner, the Distribution Partner shall indemnify Lectera upon Lectera's first
request from any liability. The Distribution Partner undertakes in particular to bear any costs,
especially lawyer and court fees and compensation costs that Lectera incurs in this context.

Section 12 Price adjustments

Especially in light of changes of the market situation and/or the distribution structure, Lectera
reserves the right to change the prices payable by the Distribution Partner or the commission
percentages associated with the services, the remuneration schedule or the usage fees at the
beginning of a new invoicing period, and, in particular, to increase prices or to adjust the
commissions to the conditions in the market. Lectera shall notify the Distribution Partner of the
change in due time before the respective change is made. In case of price increases by more
than 5% or changes to the remuneration schedule to the detriment of the Distribution Partner by
more than 5%, the Distribution Partner has the right to object to the respective change. If the
Distribution Partner does not object to the changed conditions within one month after their
announcement, the changed conditions shall become part of the agreement. Changes known at
the time of the conclusion of the distribution partner agreement do not need to be announced to
the Distribution Partner and do not give rise to a right to object on the part of the Distribution
Partner. In case of objection, Lectera shall be entitled to terminate the agreement as of the point
in time at which the changed or supplementary terms and conditions enter into effect.

Section 13 Advertising material, bonuses, data processing

Any free advertising material and other bonuses provided by Lectera may be revoked at any time
with future effect.

Section 14 Remuneration / terms of payment / commission payment modalities /

prohibition of assignment

(1) As a remuneration for their work, the Distribution Partner shall, if the Distribution Partner
achieves the necessary qualifications, receive commissions and other remuneration that, along
with the qualification requirements, can be inferred from the Lectera remuneration schedule. Any
claims to commission can be inferred from the respectively applicable remuneration schedule,
which the Distribution Partner can retrieve in their Back Office, and which can respectively be
viewed in the Back Office. At the choice of the Distribution Partner, the remuneration may either
be paid in Fiat money or in crypto coins accepted by Lectera, whereby, in case of crypto coin
payments, the exchange rate stored in the Back Office of Lectera at the time when the payment
is initiated shall apply; this exchange rate might deviate from the exchange rate used in online
exchanges. Unless otherwise contractually agreed, the remuneration payment shall cover all the
costs that the Distribution Partner incurs for the maintenance and conduction of their business.

(2) Lectera reserves the right to request the Distribution Partner to provide proof of their identity,
address and business registration (e.g. provision of the business license) before making the first
commission payment. At Lectera's choice, the proof of business registration, identity and address
can be provided in the form of a copy of the business license and the identity card or passport
together with a current electricity, gas, water or other consumption invoice or another document
from the registry office (not older than one month) via the specified electronic channel, without
undue delay, no later than within 2 weeks after the corresponding request has been made. In
case of legal entities or business partnerships or registered merchants, a proof of identity of the
person in charge (e.g. managing director or personally liable partner) and – if an entry in the
commercial register has been made – a copy of the current commercial register extract (not older
than one month) must be provided. Furthermore, the Distribution Partner must provide their
baking details before the first commission payment.

(3) Initially, Lectera will treat the Distribution Partner as a small business owner. Providing their
VAT identification number, the Distribution Partner will notify Lectera immediately if they opt to
charge sales tax (value added tax) in the context of their business activity or if they exceeds the
small business threshold. As soon as the Distribution Partner's claim to commission exceeds a
monthly claim of EUR 1,300 for the first time, Lectera will no longer treat the Distribution Partner
as a small business owner, which means that, at that point, Lectera will ask the Distribution
Partner to provide their VAT identification number, which must be provided to Lectera without
undue delay, however, no later than within 14 days as of the receipt of the corresponding request;
if the Distribution Partner does not have a VAT identification number, they must provide evidence
of their submission of a request for a VAT identification number within the above mentioned
deadline. Lectera will only pay the commission once the VAT identification number has been
provided and, until then, make use of its right of retention. Express reference is made to the option
of blocking pursuant to Sec. 15 (1) of these General Terms and Conditions for Distribution
Partners.

(4) Unless a deviating account has been expressly and separately accepted by Lectera in writing,
commissions and fees of the Distribution Partner can only be paid into accounts that are in the
name of the Distribution Partner or of a business partnership or legal entity that has a contractual
relationship with Lectera, or, in case of the payment in crypto coins, only into the eWallets
provided by the Distribution Partner. If Lectera incurs banking fees for the payment of the
commission in Fiat money which exceed those banking fees charged for domestic transfers,
Lectera shall be entitled to pass on these banking fees to the Distribution Partner in accordance
with paragraph (6) sentence 1 to the extent that they exceed the regular banking fees.
(5) Lectera may exercise a right of retention within the framework of the statutory provisions.
Moreover, Lectera shall be entitled to exercise a right of retention with regard to commission
payments, if not all the documents required by law are available prior to the first payment, e.g.
the VAT identification number in case of legal entities, if a VAT ID has been requested and
granted. If Lectera exercises the right of retention with regard to commission payments, it shall
be deemed agreed that the Distribution Partner does not have any claim to interest for the period
during which the commission payments are retained.

(6) Lectera may offset claims it has against the Distribution Partner fully or partially against the
Distribution Partner's claims to commission. The Distribution Partner may offset counter-claims,
if these counter-claims are undisputed or have been finally established.

(7) Claims of the Distribution Partner under the distribution partner agreements cannot be
assigned or pledged. Encumbering the agreement with third-party rights is not allowed.

(8) The Distribution Partner will review the provided invoices without undue delay and notify
Lectera immediately of any potential objections. All claims to commission can be inferred from
the respectively applicable remuneration schedule, which the Distribution Partner can retrieve in
his Back Office, and which can respectively be viewed in the Back Office. Lectera must be notified
of any incorrect commissions, bonuses or other payments in writing within 60 days as of the
incorrect payment. After this period, the commissions, bonuses and other payments shall be
considered approved.

(9) The remuneration will be paid weekly at the express request of the Distribution Partner in
accordance with Lectera's payment modalities and payment methods.

Section 15 Blocking of the Distribution Partner

(1) If the Distribution Partner fails to provide all the necessary evidence within 14 days after
registering and acknowledging the requirements for the payment of commissions, Lectera may
temporarily block the Distribution Partner until he provides the statutorily required documents.
The aforementioned provision applies accordingly in case of the unsuccessful expiry of the
deadline within the scope of Sec. 14 (2) or in case of a violation of the provisions set forth in Sec.
14 (3) until the required actions have been performed and in the event that the Distribution Partner
fails to pay the fees or royalties owed by them. The period of time during which the Distribution
Partner is blocked does not give them the right to an extraordinary termination nor does it lead to
a refund of payments already made for services or goods or to a claim for damages, unless the
Distribution Partner is not responsible for their being blocked.

(2) Claims to commission that are not able to be paid for the above mentioned reasons will be
booked as provisions in the Lectera system and expire no later than at the end of the statutory
limitation periods.

(3) Every time Lectera issues a warning, Lectera shall be entitled to compensation for the costs
incurred through such warning.
(4) Notwithstanding the reasons for blocking mentioned in paragraph (1), Lectera reserves the
right to block a Distribution Partner for good cause. Lectera reserves, in particular, the right to
block the Distribution Partner's account without notice, if the Distribution Partner violates the
obligations set forth in Section 7-9 and Section 10 or other applicable law, or if another good
cause is present. If there is no reason justifying a termination without notice and if Lectera sends
a warning pursuant to Sec. 11 (1) to the Distribution Partner, the Distribution Partner will be
unblocked, once they have cured the violation of obligation in response to the warning issued by
Lectera within the specified deadline.

Section 16 Term and termination of the agreement and consequence of a

termination/return policy

(1) The distribution partner agreement is concluded for 12 months. The agreement is renewed
automatically by an additional 12 months upon payment of the Service Fee explained in Sec. 6
(2), unless it has been terminated by one of the parties in written form as of the end of the
contractual term subject to a notice period of one month. If, despite a corresponding payment
request from Lectera, the Distribution Partner does not pay the aforementioned Service Fee within
30 days as of the end of the respective contractual term, the agreement will be terminated
automatically. Notwithstanding the above, the Distribution Partner may also terminate their
distribution partner agreement during the 12-months contractual term at any time by means of an
ordinary termination subject to a notice period of one month as of the end of the month.

(2) Notwithstanding the ground for termination described in (1), Lectera reserves the right to
terminate the distribution partner agreement for good cause. A good cause is, in particular,
present in case of a violation of one of the obligations set forth in Sec. 7, if the Distribution Partner
fails to fulfill their obligation to cure the violation within the scope of Sec. 11 para. (1) in due time
or if the same or a similar violation occurs once again at a later point in time after the cure of the
initial violation of obligation. In case of a violation of the obligations set forth in Sec. 8, 9 and 10
(3) and (4) and in case of particularly severe violations of Sec. 7, or other applicable contractual
law or other statutory provisions, Lectera is entitled to an extraordinary termination without prior
warning. A ground for an extraordinary termination is also present if the Distribution Partner does
not comply with the requirements of Sec. 14 (2) and (3) and even after being blocked in
accordance with Sec. 15 (1) and being granted a final deadline for fulfilling the requirements, lets
this deadline pass without success. Furthermore, each party shall have an extraordinary
termination right if insolvency proceedings were initiated against the respective other party or if
the initiation of insolvency proceedings was refused due to a lack of assets, or if the respective
other party is otherwise insolvent or has provided an affidavit claiming insolvency in the context
of execution. The extraordinary termination right exists regardless of any further claims.

(3) After the termination of the agreement, domains that include the "Lectera" company name and
sign, a business name or work title of Lectera, must no longer be used and must, upon request,
be returned to Lectera; Lectera will bear the costs of the transfer of the domain. The above also
applies to trademarks, business names or work titles for which Lectera holds an exclusive right
of use.
(4) In case of an early termination of an agreement with a minimum term, such as the agreement
on the right of use pursuant to Sec. 6 (Service Fee), a claim to the reimbursement of already paid
fees/remuneration does not exist, unless the Distribution Partner has terminated the agreement
by means of an extraordinary termination for good cause.

(5) After the ordinary termination of their former position, a Distribution Partner may once again
register with Lectera via a different sponsor. However, the ordinary termination of the old position
of the Distribution Partner and the confirmation of the termination by Lectera must have occurred
at least 6 months before the re-registration and the terminating Distribution Partner must not have
performed any activities for Lectera in the meantime.

(6) Upon the termination of the agreement, the Distribution Partner will not have any claims to
commission, in particular no claims to compensation as a sales agent, since the Distribution
Partner is not a sales agent within the scope of the Commercial Code.

(7) If the Distribution Partner claims other services from Lectera that are independent from the
distribution partner agreement at the same time, these services shall remain unaffected by the
termination of the distribution partner agreement, unless the Distribution Partner has expressly
requested their cancellation in their termination of the distribution agreement and such
cancellation is admissible. If, after the termination of the distribution partner agreement, the
Distribution Partner continues to receive services from Lectera, they will be managed in the
system as a regular customer.

(8) Any termination must be made in writing, whereby an ordinary termination may also be
declared via email to [email protected].

Section 17 Exclusion of liability

(1) With the exception of damages resulting from the injury to life, limb and health, Lectera shall
only be liable where the damage is due to intentional or grossly negligent conduct, or due to the
culpable violation of a material contractual obligation (e.g. commission payment) on the part of
Lectera, its employees or agents. This also applies to damages arising from the violation of
obligations during contractual negotiations and from the performance of illegal acts. Any further
liability for damages is excluded.

(2) The liability is, with the exception of cases of injury to life, limb and health or intentional or
grossly negligent conduct on the part of Lectera, its employees or agents, limited to the damages
typically foreseeable at the time of the conclusion of the agreement and, apart from that, to the
amount of the average damages typical for this type of contract. This also applies to indirect
damage, in particular to the loss of profits.

(3) Lectera is not liable for damages of any kind due to the loss of data on the servers, except in
cases of grossly negligent or intentional culpability on the part of Lectera, its employees or agents.
Stored

content of the Distribution Partners is treated by Lectera as third-party information within the
scope of the Telemedia Act.
(4) The provisions of the Product Liability Act shall remain unaffected.

Section 18 Transfer of the business operations / sponsored structure to third parties /

death of the Distribution Partner

(1) Lectera may transfer its contractual position at any time fully or partially to a successor
company, which continues the business operations that are the subject matter of this agreement
in the same manner and takes over the existing rights and obligations to their full extent.

(2) Distribution partners of Lectera are not allowed to accept the transfer of or to purchase a
distribution structure. If Lectera does not exercise its preemptive right, it may only withhold its
consent for good cause. The Distribution Partner is obligated to notify Lectera in writing of the
intended transfer of his distribution structure. After the receipt of the written notification, Lectera
shall have one month for exercising its preemptive right. If Lectera does not exercise its
preemptive right, the transfer shall be admissible, unless there are good causes speaking against
it. A sale is only possible if the contractual relationship has not been terminated. In case of a
termination without notice or a violation of these General Terms and Conditions for Distribution
Partners, the Distribution Partner's right to sell their own distribution organization shall be
forfeited; the same applies if the selling Distribution Partner still owes Lectera money.

(3) If the Distribution Partner is registered as a legal entity or business partnership, a transfer of
the distribution structure is only possible in compliance with the further requirements of this
agreement.

(4) If a legal entity or business partnership newly registered as a Distribution Partner wishes to
admit a new partner, this shall be possible, if the previous partner(s) that has/have applied for the
distribution partnership remain partners. If a partner of the legal entity or business partnership
registered as distribution partner wishes to leave the entity/partnership or to sell their shares to
third parties, this shall be admissible subject to a corresponding written request including, if need
be, the provision of the corresponding notarial deeds, in accordance with the provisions of this
agreement and in compliance with (2) of the General Terms and Conditions for Distribution
Partners. Lectera charges a processing fee in the amount of EUR 25.00 for the processing of the
aforementioned request. If this requirement is not met, Lectera reserves the right to terminate the
agreement of the legal entity or business partnership registered as Distribution Partner.

(5) The distribution partner agreement ends upon the death of the Distribution Partner at the
latest. The distribution partner agreement can be inherited subject to the fulfillment of the statutory
requirements. A new distribution partner agreement, through which the heir(s) accept(s) the rights
and obligations of the deceased must be concluded with the heir(s) within 6 months as of the
death of the Distribution Partner. If the heir or one of the heirs is already registered as a natural
person as a Lectera distribution partner, the heir must, since natural persons can only be assigned
one position in the marketing plan, abandon their previous position in the distribution structure of
Lectera or, if the conditions of Sec. 18 (2) are met, transfer one of the two future distribution
structures to a third party pursuant to Sec. 18 (2). The death of a Distribution Partner must be
proven by means of a death certificate. If there is a will regarding the inheritance of the distribution
partner agreement, a notarized copy of the will must be provided. If the six-month period passes
without the conclusion of a new distribution partner agreement, all rights and obligations from the
original distribution partner agreement will be transferred to Lectera. In exceptional cases, the six-
month period will be extended by a reasonable amount of time, if it is unreasonably short for the
heir(s) in the individual case.

Section 19 Split-up/dissolution

If a Distribution Partner registered as a legal entity or business partnership wishes to internally

dissolve the company, even after the split-up, dissolution or other termination of the
aforementioned company, only one distribution partner position will remain. The
members/partners who are splitting up must agree internally which member/partner is to continue
the distribution partnership and notify Lectera in writing. In case of an internal dispute regarding
the consequences of the separation, split-up, dissolution or other termination for the distribution
partnership with Lectera, Lectera reserves the right to an extraordinary termination, if such dispute
leads to the neglect of the obligations, to a violation of these General Terms and Conditions for
Distribution Partners, to a violation of applicable law or to unreasonable burdening of the down-
or upline.

Section 20 Inclusion of the remuneration schedule

(1) The remuneration schedule and the provisions contained therein are expressly part of this
distribution partner agreement. The Distribution Partner must comply with these provisions in their
respectively applicable version at all times.

(2) By submitting the online application to Lectera, the Distribution Partner assures at the same
time that they have read the remuneration schedule and accepts said documents as a part of the
agreement.

(3) Lectera may change the remuneration schedule in accordance with Sec. 25 para. (1).

Section 21 Consent to the use of photographic and audiovisual material

The Distribution Partner grants Lectera free of charge the right, to record and/or display
photographic and/or audiovisual material with their picture, voice recordings or statements and
quotes provided by them in the context of their function as Distribution Partner. By signing the
distribution partner agreement and acknowledging these General Terms and Conditions for
Distribution Partners, the Distribution Partner gives, in this regard, their express consent to the
publication, use, copying and editing of their quotes or recordings. The Distribution Partner has
the right to withdraw the aforementioned

consent. If the Distribution Partner withdraws their consent, Lectera will cease the aforementioned
use within one month.

Section 22 Privacy policy

Lectera collects and uses the data voluntarily provided by you only in accordance with the
statutory provisions. Detailed data protection provisions are available in the Lectera Privacy
Policy.

Section 23 Statute of limitations

The claims arising from this contractual relationship expire 6 months after the point in time at
which the respective claim becomes due and the party entitled to the claim learns of the
circumstances that give rise to the respective claim and/or at which the lack of knowledge of the
party entitled to the claim is due to gross negligence. The statutory provisions that require a
mandatory longer limitation period shall remain unaffected.

Section 24 Applicable law / jurisdiction

(1) This agreement shall be governed by the laws of the place Lectera's registered office; the
applicability of the United Nations Convention on Contracts for the International Sale of Goods
shall be excluded. Mandatory provisions of the state in which the Distribution Partner has their
primary residence shall remain unaffected.

(2) The place of jurisdiction and place of performance shall be at the place of Lectera's registered
office, unless there are opposing mandatory statutory provisions.

Section 25 Final provisions, right to make changes

(1) Lectera reserves the right to change these General Terms and Conditions for Distribution
Partners or the remuneration schedule at any time without justification. Lectera will notify the
Distribution Partner of the changed General Terms and Conditions or the changed remuneration
schedule no later than 6 weeks before the changes enter into effect by email or in the Back Office.
The Distribution Partner may object to such changes. If the Distribution Partner does not object
to the changed General Terms and Conditions or the changed remuneration schedule within six
months as of the receipt of the change notification, the Distribution Partner expressly accepts the
change. Lectera will inform the Distribution Partner in the notification regarding the change of
these General Terms and Conditions for Distribution Partners or the remuneration schedule
separately and expressly of their right to object, the consequences of objection and the legal
consequences of silence. If the Distribution Partner objects, both parties shall be entitled to
terminate the agreement as of the point in time at which the change enters into effect.

(2) Furthermore, changes or amendments to these General Terms and Conditions for Distribution
Partners require the written form. This also applies to the cancellation of the written form
requirement.

(3)If a clause of these General Terms and Conditions for Distribution Partners is invalid or
incomplete, the remainder of the contract shall not be affected. Instead, the invalid clause shall
be replaced by a valid clause that comes as close as possible to the economic purpose of the
invalid clause. The same applies to the closing of any regulatory gap.
(4) Lectera is committed to the rules of compliance. In order to ensure the observance and
enforcement of the rules of compliance, Lectera has established a compliance department.
Each and every Distribution Partner, customer and other employee may contact the compliance
department at any time in case of problems, suspected irregularities or general questions
regarding compliance. The compliance department can be contacted via email at
[email protected] Upon request, messages to the compliance department will be treated as
confidential.