Publication date: September 26, 2025

Self-employed Svitlana Milgevska, T.I.C 01288974M, registered in the Republic of Cyprus, hereinafter referred to as the “Customer” or “Lumini”, on the one hand, and any natural person or legal entity, hereinafter referred to as the “User,” on the other hand, collectively referred to as the “Parties,” and each separately as a “Party,” have entered into this Public Offer Agreement (hereinafter — the “Agreement” or the “Public Offer”), addressed to an unlimited number of persons, which constitutes the official public offer of the Customer to conclude with any User an Agreement on the following:

1. DEFINITIONS

1.1. Author means a User who, by creating and maintaining an Account on the Platform, publishes and offers Content (works, goods, or digital products) to Buyers under the rules of the Platform.

1.2. Account means the personal profile created for the Author on the Platform, which serves as the primary tool for identification, communication, and management of the Author’s activities under this Agreement, including the publication and administration of Content and the receipt of payouts.

1.3. Buyer means a User who, by creating and maintaining an Account on the Platform, purchases Content offered by Authors under the rules of the Platform.

1.4. Content means any works, digital products, texts, designs, images, audio-visual materials, or other materials published by an Author on the Platform for the purpose of sale or distribution.

1.5. Commission means the remuneration retained by the Platform from each transaction carried out through the Platform, as a fixed percentage of the total purchase price, prior to payout to the Author.

1.6. Confidential Information means any information, whether written, oral, electronic, or in another form, disclosed by one Party to the other, relating to business, technical, commercial, or organizational matters, including but not limited to: notes, documentation, program code, designs, know-how, financial data, strategies, and correspondence.

1.7. Intellectual Property means all results of creative or professional activity, including designs, layouts, program code, illustrations, text, images, trademarks, trade names, and other objects created by the Author in connection with this Agreement.

1.8. Platform means the online marketplace “Lumini”, owned and operated by the Customer, providing technical and organizational means for interaction between Authors and Buyers.

1.9. Services means the set of actions performed by the Author in publishing and providing Content through the Platform, in accordance with the rules, requirements, and functionality established by the Customer.

1.10. Privacy Policy is a written document that regulates the collection and processing of personal data. More detailed information is available at the following link.

1.11. Terms of Use are a written document that regulates the conditions for using the Platform. More detailed information is available at the following link.

1.12. Third Party means any natural person, legal entity, governmental authority, or organization other than the Parties to this Agreement.

1.13. User means any individual or legal entity that registers or uses the Platform, including both Buyers and Authors.

1.14. Payment Service Providers (PSPs) means banks, licensed payment institutions, acquiring banks, online payment gateways, digital wallet providers, and any other regulated financial intermediaries engaged by the Customer to process Buyer payments or execute payouts to Authors. The list of PSPs used by the Platform may change from time to time at the sole discretion of the Customer.

2. SUBJECT OF THE AGREEMENT

2.1. The Author undertakes to create, upload, and manage Content on the Platform in accordance with the rules, technical requirements, and quality standards established by the Customer, with the purpose of offering such Content for sale to Buyers through the Platform.

2.2. The Customer undertakes to provide the Author with access to the Platform, ensure the technical and organizational functioning of the Platform, process transactions carried out by Buyers, and transfer to the Author the remuneration due under this Agreement, subject to deduction of the Platform’s Commission.

2.3. The Parties acknowledge that the Author acts as an independent contractor and not as an employee, agent, or representative of the Customer, and that the Customer bears no responsibility for the tax, employment, or other statutory obligations of the Author.

3. ACCOUNT AND VERIFICATION

3.1. The Author acknowledges and agrees that the creation, maintenance, and use of the Account are governed by the Terms of Use of the Platform, which form an integral part of this Agreement. The Author undertakes to comply with all requirements set forth therein.

3.2. In addition, the Author expressly agrees to the following conditions:

3.2.1. The Author shall provide accurate and up-to-date information during registration and shall be solely responsible for maintaining the security and confidentiality of Account credentials.
3.2.2. The Author acknowledges that payouts are conditional upon successful completion of identity and financial verification (“KYC/AML”) directly with the Customer and/or its authorised Payment Service Providers (PSPs), in accordance with their internal compliance procedures.
3.2.3. The Customer reserves the right to refuse, suspend, or terminate the Author’s Account, or to withhold payouts, if the Author fails or refuses to complete the required verification, or if there are reasonable grounds to suspect fraud, misrepresentation, or violation of applicable laws or Platform rules.

4. CONTENT RULES

4.1. The Author acknowledges that the publication, distribution, and management of Content through the Platform are subject to the Content rules set forth in the Terms of Use, which form an integral part of this Agreement. The Author undertakes to comply fully with such rules.

4.2. In addition, the Author expressly agrees to the following conditions:

4.2.1. The Author shall ensure that all Content uploaded to the Platform is original or that the Author has obtained all necessary rights, licenses, and permissions from any Third Parties whose intellectual property may be included in such Content.
4.2.2. The Author bears full responsibility for any claims, damages, or liabilities arising from the use of Content that infringes the intellectual property rights or other rights of Third Parties.
4.2.3. The Customer reserves the right, at its sole discretion and without prior notice, to remove or disable any Content that violates the Terms of Use, applicable law, or this Agreement, and to suspend or terminate the Author’s Account in case of repeated or severe violations.

5. PAYMENTS

5.1. For each transaction made through the Platform, the Customer shall retain a Commission in the amount specified in the relevant section of the Site, namely “Fees and Commission” , from the total value of the works or goods sold. Such Commission shall be paid by the Author and shall be automatically deducted from the Author’s gross income received through the use of the Platform, prior to any payment being made and its transfer to the Author. The Author hereby grants the Customer the right to withhold the Commission directly from the transaction amount.

5.2. All payments made by Buyers for transactions on the Platform are processed and temporarily held by the Customer’s authorised Payment Service Providers (PSPs) or other regulated financial intermediaries. The specific providers used by the Platform may vary over time at the Customer’s discretion.

5.3. Payouts are processed once every fourteen (14) days and include only those sales where the funds have been cleared and are available in the Author’s balance at the time of the payout cycle. Sales that have not cleared by the payout date are automatically carried over and included in the next payout cycle. From each completed sale by the Author, the Customer retains the applicable Commission in accordance with the  “Fees and Commission” section of the Site.

5.4. The basis for calculating and paying remuneration to the Author shall be the data recorded in the Platform’s internal accounting system (sales reports and transaction records for the relevant settlement period). The Author agrees that such data shall constitute sufficient evidence of the amount due and waives any requirement for separate invoices, acts, or statements of work.

5.5. All payouts are made in euros (EUR). Any currency conversion, where applicable (for example, on the Author’s bank side), is carried out by the respective financial institution at its applicable exchange rate and fees.

5.6. All fees, charges, and commissions imposed by payment service providers, intermediary banks, or other third parties (including, but not limited to, payment processing fees, withdrawal fees, bank fees, and currency conversion fees) are fully borne by the Author. The Platform does not cover, reimburse, offset, or share any third-party payment fees. Such fees may be deducted automatically by the relevant provider before funds are received by the Author.

5.7. The minimum payout amount is set at twenty euros (€20). If the Author’s accumulated revenue for a given payout cycle does not reach this threshold, the balance shall be carried forward until the minimum amount is reached.

5.8. The Platform reserves the right to suspend or withhold payouts in whole or in part if: (i) there is an ongoing dispute, chargeback, or refund request related to the Author’s transactions; (ii) there is a reasonable suspicion of fraud, violation of this Agreement, or breach of applicable law; or (iii) compliance reviews (including KYC/AML checks) have not been successfully completed.

5.9. Once a payout has been transmitted to the Author’s designated account through the authorised Payment Service Provider (PSP) or other regulated financial intermediary, the Platform’s obligations in respect of such payout shall be deemed fully discharged. The Platform shall not be liable for delays, losses, or failures attributable to payment providers, banks, or other financial institutions beyond its reasonable control.

6. REFUNDS

6.1. The Author acknowledges and agrees that the rules governing refunds and the right of Buyers to exercise withdrawal are established in the Terms of Use of the Platform, which form an integral part of this Agreement and shall prevail in case of any inconsistency.

6.2. In addition, the Author expressly agrees to the following conditions:

6.2.1. The Author shall comply with all refund decisions made pursuant to the Terms of Use, including proportional refunds in cases where a Buyer has purchased a bundle or package of Content and only part of the Content is defective or does not correspond to its description.
6.2.2. The Author acknowledges that the final decision regarding refunds and chargebacks may be determined by the applicable Payment Service Providers (PSPs) or financial institutions involved in processing the transaction, and undertakes to accept and abide by such decisions as binding.
6.2.3. In the event of a refund or chargeback, the corresponding amount shall be deducted from the Author’s payouts, and the Author shall have no claim against the Platform for such deductions, provided that they were made in accordance with the Terms of Use and the decision of the applicable Payment Service Provider (PSP) or financial institution.

7. RIGHTS AND DUTIES

7.1. The Customer under the Agreement has the right to:

7.1.1. monitor the Author’s compliance with the Terms of Use and this Agreement, including the right to request clarifications, documentation, or evidence confirming the originality and legality of the Content;
7.1.2. suspend or terminate the Author’s Account or remove specific Content in case of violation of this Agreement, the Terms of Use, or applicable law;
7.1.3. withhold or delay payouts where there are ongoing disputes, refund requests, chargebacks, or suspicions of fraudulent or unlawful activity by the Author;
7.1.4. demand immediate removal or correction of any Content that infringes the rights of third parties, contains prohibited material, or otherwise violates Platform rules.

7.2. The Customer is obliged in accordance with the Agreement:

7.2.1. ensure proper functioning of the Platform and provide the Author with access to its functionalities in accordance with the Terms of Use and this Agreement;
7.2.2. calculate and pay the Author’s remuneration (payouts) in accordance with the provisions of this Agreement and the Terms of Use;
7.2.3. process the Author’s Data strictly in accordance with applicable data protection legislation and the Privacy Policy of the Platform.

7.3. The Author under the Agreement has the right to:

7.3.1. access and use the Platform in accordance with the Terms of Use and this Agreement, including publishing and managing Content, receiving payouts, and participating in promotional activities of the Platform;
7.3.2. receive timely payouts in accordance with the provisions of this Agreement and the Terms of Use;
7.3.3. be informed in writing of any decisions of the Platform that directly affect the Author’s rights and obligations under this Agreement.

7.4. The Author is obliged in accordance with the Agreement:

7.4.1. comply with the Content rules set forth in the Terms of Use and this Agreement, including guarantees of originality, legality, and possession of all necessary rights and licences;
7.4.2. refrain from uploading, publishing, or distributing prohibited Content and ensure that all Content published on the Platform complies with applicable law;
7.4.3. bear sole responsibility for all claims, damages, and liabilities arising from the Content uploaded or distributed by the Author, including claims of intellectual property infringement or violation of third-party rights;
7.4.4. cooperate with the Platform in the resolution of disputes, refund requests, and chargebacks, and accept binding decisions of authorised Payment Service Providers (PSPs) or other regulated financial institutions regarding such disputes;

7.4.5. promptly notify the Platform of any circumstances that may adversely affect the performance of the Author’s obligations under this Agreement.

8. CONFIDENTIALITY

8.1. The Parties acknowledge that they may receive certain Confidential Information during the implementation of this Agreement.

8.2. During the term of this Agreement and for 3 (three) years after its expiration, the Parties shall keep all Confidential Information in strict secrecy and shall not disclose Confidential Information to third parties, and shall not use any Confidential Information except as required by the court or another government agency.

8.3. It is not allowed to acquaint Confidential Information with third parties, to withdraw copies of such materials on paper, electronic, or other devices without the written consent of the owner of such information or in other cases provided by this Agreement.

8.4. Unless otherwise expressly stated in writing by the Customer, all information on the results of the provided Services and/or information received by the Author during the provision of Services under the Agreement shall be considered Confidential.

8.5. The Author shall, at the request of the Customer, immediately destroy any originals and copies, including electronic copies, of any or all of the Confidential Information provided by the Customer, and verify in writing that the materials have been destroyed.

8.6. Obligations accepted under this Agreement do not apply if the Confidential Information:

8.6.1. was already in the possession of the Party at the time of information disclosure for reasons other than any violation of the terms of this Agreement or the law;
8.6.2. has been disclosed to comply with a lawful court, governmental or regulatory request, provided that the Party provides written notice of such disclosure and takes all lawful and reasonable steps to prevent and/or minimize such disclosure;
8.6.3. independently developed by a Party without use or reference to Confidential Information, as evidenced by independent written reports contemporaneous with such development.

8.7. The Parties agree that the following information shall not be considered Confidential, and the Author shall have the right to disclose it publicly for the purpose of promoting their personal brand and achievements on the Platform:
8.7.1. The total amount of income received by the Author on the Platform for a certain period.
8.7.2. The number of sales of the Author’s individual products (Content).
8.7.3. Anonymized or public reviews of Buyers about the Author’s Content.
8.7.4. The Author’s public status on the Platform (for example, “Lumini Author,” “Top Seller”).

8.8. At the same time, the following information shall always remain Confidential and shall not be subject to disclosure:
8.8.1. Detailed commercial and financial terms of this Agreement.
8.8.2. Any non-public information about the internal processes, financial performance, or future plans of the Customer (Lumini), which became known to the Author in the course of cooperation.

9. INTELLECTUAL PROPERTY

9.1. The Author retains ownership of all intellectual property rights in and to the Content created and published by the Author.

9.2. The Author hereby grants to the Customer a worldwide, non-exclusive, transferable, sublicensable, royalty-free licence to use, reproduce, display, perform, distribute, market, advertise, and otherwise exploit the Content through the Platform and related channels, solely for the purposes of enabling sales to Buyers, promoting the Platform, and carrying out the Customer’s business activities.

9.3. The licence granted under this section shall remain valid for as long as the Content is available on the Platform and, with respect to promotional or marketing materials created during that period, shall survive removal of the Content from the Platform.

9.4. The Author represents and warrants that:

9.4.1. the Author is the sole owner of, or otherwise holds all necessary rights, licences, and consents to the Content;
9.4.2. the Content does not infringe the intellectual property rights, moral rights, or other proprietary rights of any third party;
9.4.3. the Content does not violate any applicable laws or regulations.

9.5. The Author shall indemnify and hold harmless the Customer against any claims, damages, losses, or expenses (including reasonable legal fees) arising out of or related to any allegation that the Content infringes the intellectual property rights of a third party.

9.6. In the event that the Customer receives a complaint, claim, or notice alleging infringement of intellectual property rights or other unlawful use of Content, the Customer shall have the right to:
9.6.1. remove or disable access to the Content in question without prior notice to the Author;
9.6.2. disclose or transfer to the complainant, competent authorities, or the relevant third party any identifying Data of the Author as reasonably necessary to resolve the claim;
9.6.3. suspend or withhold payouts to the Author until the dispute is resolved.

9.7. The Author acknowledges and agrees that all responsibility and liability arising from the publication and use of the Content rests solely with the Author.

9.8. The Customer reserves the right to remove any Content which, in its reasonable opinion, violates the provisions of this section or applicable law.

10. RESPONSIBILITIES OF THE PARTIES

10.1. The Author acknowledges and agrees that he or she is fully and solely responsible for the Content provided under this Agreement, as well as for compliance with all applicable laws, including but not limited to copyright, consumer protection, and taxation.

10.2. The Author shall bear full legal and financial responsibility for the proper performance of obligations under this Agreement, including but not limited to:

10.2.1. Content Compliance – ensuring that all Content uploaded, published, or otherwise provided to the Customer complies with applicable law, does not infringe upon the rights of any Third Party, and meets the quality and accuracy standards reasonably expected for the purposes of this Agreement.
10.2.2. Intellectual Property Rights – guaranteeing that the Author holds all necessary rights, licences, and permissions to provide the Content to the Customer, and undertaking full liability for any claims, disputes, or damages arising from infringement of intellectual property rights of Third Parties.
10.2.3. Prohibited Content – refraining from publishing, uploading, or distributing Content that is unlawful, misleading, fraudulent, or otherwise in breach of the Content Rules of the Platform or the provisions of this Agreement.
10.2.4. Taxes and Contributions – independently calculating, declaring, and paying all taxes, levies, duties, or mandatory contributions applicable to the income received under this Agreement, including income tax, value-added tax (where applicable), and social contributions, in accordance with the laws of the Author’s jurisdiction. The Customer shall not be deemed a tax agent and shall not be held responsible for the Author’s tax obligations.
10.2.5. Indemnification – indemnifying and holding the Customer harmless from any damages, losses, penalties, or legal costs arising from: (i) the publication or distribution of unlawful or infringing Content; (ii) the failure of the Author to comply with tax obligations; (iii) any claims made by Buyers, Third Parties, or state authorities due to the Author’s actions or omissions.
10.2.6. Cooperation with Authorities – acknowledging that in the event of a substantiated complaint, claim, or investigation, the Customer shall have the right to remove the Author’s Content, suspend the Author’s Account, and disclose the Author’s identification and contact information to the competent authorities or Third Parties to the extent required by law or necessary for the protection of the Customer’s legitimate interests.

10.3. The Customer may operate a system of warnings in relation to the Author’s conduct. Minor violations may result in the issuance of warnings. In cases of material or repeated violations, including but not limited to fraud, provision of prohibited or unlawful Content, or infringement of third-party intellectual property rights, the Customer has the right to immediately block the Author’s Account, remove or disable access to the Content, and suspend or freeze any payments due until resolution of the matter.

10.4. In cases of serious violations, the Customer may, at its discretion, permanently terminate the Agreement, withhold any amounts necessary to cover potential claims, damages, or liabilities, and disclose the Author’s identifying information to competent authorities, payment service providers, or third parties whose rights have been infringed.

10.5. The Customer shall not be liable for any losses, damages, or claims arising out of or in connection with the Author’s Content, conduct, or tax obligations.

11. LIMITATION OF LIABILITY

11.1. The Customer shall not be liable to the Author or any Third Party for:

11.1.1. Content Provided by the Author – the substance, accuracy, legality, completeness, or quality of the Content created, uploaded, or otherwise provided by the Author. The Author shall bear sole responsibility for the compliance of such Content with applicable laws and Third Party rights.
11.1.2. Outcomes of Use – any outcomes, results, or consequences obtained by Buyers or Third Parties through the purchase, use, or reliance upon the Content provided by the Author, including but not limited to business, educational, technical, or personal results.
11.1.3. Tax Obligations – the calculation, declaration, or payment of any taxes, duties, levies, or social contributions applicable to the Author’s income under this Agreement. The Author acknowledges and agrees that the Customer is not a tax agent of the Author and bears no liability for the Author’s compliance with tax or reporting obligations in any jurisdiction.
11.1.4. Indirect and Consequential Damages – any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profit, loss of data, or reputational harm, arising out of or related to the Author’s performance under this Agreement or the use of the Author’s Content by Buyers or Third Parties.
11.1.5. Third Party Claims – any claims, demands, or proceedings initiated by Buyers, Third Parties, or governmental authorities in connection with the Content, the Author’s activity, or the Author’s tax obligations.

11.2. For the avoidance of doubt, the liability of the Customer under this Agreement, if established by a competent court, shall in any event be limited to the total amount of fees actually paid by the Customer to the Author under this Agreement during the three (3) months preceding the occurrence of the event giving rise to such liability.

12. SETTLEMENT OF DISPUTES. REGULATION OF LAW AND JURISDICTION

12.1. The Parties agree that the application and interpretation of this Agreement are governed by the laws of the Republic of Cyprus.

12.2. Any disputes that may arise under the Agreement will be resolved by the Parties through negotiations. To settle disputes, the Parties hold meetings, negotiations or settle disputed situations in writing.

12.3. Any disputes arising from the performance of the terms of this Agreement and which have not been resolved through negotiations shall be subject to final resolution in the competent courts of the Republic of Cyprus in accordance with the current legislation of the Republic of Cyprus.

13. TERM OF THE AGREEMENT. TERMINATION OF THE AGREEMENT

13.1. This Agreement enters into force upon its acceptance by the Author and remains in effect throughout the entire period of the Author’s use of the Services. Upon termination of the use of the Services and the cessation of the relationship between the Parties, the terms of this Agreement shall cease to be effective.

14. IMPLEMENTATION OF AMENDMENTS

14.1. The Customer reserves the right to amend this Agreement unilaterally. Such amendments shall take effect from the moment the new version of the Agreement is published on the Website. The Customer undertakes to notify the Author of any changes regarding the amount of the Commission, the rights and obligations of the Parties by sending a message to the Author’s email address and/or through a notification on the Platform no less than 30 (thirty) calendar days before the date on which such changes come into force. Continued use of the Platform after the expiration of this 30-day period will mean the Author’s agreement to the new terms. If the Author does not agree, this Agreement shall become invalid, and the Platform shall have the right not to provide the Services to the Author and delete his Account.

14.2. The Author is obliged to review the new terms of the Agreement. The Customer shall not be held liable if the Author fails to do so.

14.3. Electronic versions of the Agreement or copies stored in any other form shall be deemed accurate, complete, valid, legally binding, and effective at the time of the User’s visit to the Website. If the User continues to use the Services after the date of the Agreement’s update, such use shall be deemed confirmation that the User has reviewed the updated version of the Agreement and accepted its terms.

15. FORCE MAJEURE

15.1. The Parties shall be released from liability for non-performance or improper performance of obligations under the Agreement if it was caused by circumstances beyond the control of the Parties, including but not limited to hostilities, natural disasters, man-made and other accidents, strikes, lockouts, acts of government or government agencies, epidemics, pandemics, or other emergencies that make it impossible to comply with the provisions of the Agreement (hereinafter – “Force Majeure”).

15.2. The Party to which Force Majeure applies shall be released from liability for breach of the provisions of the Agreement if there is an official document confirming the existence of such circumstances and issued by the authorized body or organization of the State where the Force Majeure took place.

15.3. In the event of force majeure, a Party shall immediately notify the other Party and provide the other Party with appropriate documents proving the force majeure circumstances.

15.4. Upon receipt of such notification by the other Party, the provisions of the Agreement shall be suspended for the duration of Force Majeure.

15.5. Suspension means that the Author terminates the provision of the Services due to Force Majeure and the Customer will not make further payments for such Services that were not provided, without negative consequences, penalties, and liability for each of the Parties.

15.6. Each Party has the right to initiate the termination of the Agreement if the duration of force majeure exceeds 1 (one) month.

CUSTOMER DETAILS

Self-employed Svitlana Milgevska
T.I.C 01288974M
Address: Minthis Resort, 11 8540 Tsada, Paphos, Cyprus
E-mail: info@lumini.net