User Agreement

1. AGREEMENT STRUCTURE

This Agreement incorporates by reference the following documents, which together form the entire agreement between you and FundCreators:

• Terms of Service
• Privacy Policy
• Cookie Policy

In the event of any conflict between this Agreement and the Terms of Service, this Agreement shall prevail.

2. LEGAL CAPACITY AND JURISDICTION

By entering into this Agreement, you represent and warrant that:

1. You are at least 18 years of age;
2. You have the legal capacity to enter into binding contracts under Scottish law;
3. You are not barred from using our services under any applicable law; and
4. You are entering into this Agreement on your own behalf or on behalf of an entity that you are authorized to represent.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Scotland, and the courts of Scotland shall have exclusive jurisdiction over any such dispute or claim.

3. PLATFORM NATURE

FundCreators operates as a reward-based crowdfunding platform. This means:

1. The platform facilitates contributions from backers to creators' projects in exchange for potential rewards;
2. These rewards may include profit-sharing arrangements;
3. Contributions are not considered investments or securities regulated by the Financial Conduct Authority (FCA);
4. FundCreators does not provide investment advice, financial advisory services, or regulated financial services;
5. Transactions on the platform are contractual arrangements between creators and backers; and
6. FundCreators acts as an intermediary facilitating these contractual arrangements.

4. USER ACCOUNTS

4.1 Account Creation and Maintenance

When creating and maintaining an account on FundCreators, you must:

1. Provide accurate, complete, and current information;
2. Maintain the security of your account credentials;
3. Promptly update your account information if it changes; and
4. Notify us immediately of any unauthorized access to or use of your account.

4.2 Account Types

FundCreators offers different types of user accounts:

• Backer Account: Allows you to contribute to projects and potentially receive rewards.
• Creator Account: Allows you to create projects, seek funding, and distribute rewards to backers.
• Team Member Account: Allows you to participate in a team that manages one or more projects.

You may switch between Backer and Creator views using the platform's interface, but your underlying legal obligations remain tied to the activities you perform in each role.

4.3 Team Accounts

If you create or join a team on FundCreators:

1. You affirm that you have the authority to represent and bind the team to this Agreement;
2. You accept responsibility for the actions of all team members using the platform;
3. Team owners are responsible for managing member access and permissions; and
4. Teams must designate at least one owner who shall be primarily responsible for the team's compliance with this Agreement.

5. FINANCIAL TERMS

5.1 Platform Fees

FundCreators charges the following fees for its services:

• Platform Fee: 5% of the total funds raised for each successfully funded project;
• Payment Processing Fee: 2.9% + £0.30 per transaction;
• Reward Distribution Fee: 5% of each reward payment distributed to backers; and
• Subscription Fees: If applicable, based on your subscription plan (Base Plan: £8/month, Plus Plan: £12/month).

All fees are exclusive of Value Added Tax (VAT), which will be added where applicable at the current rate.

5.2 Payment Terms

By using FundCreators, you agree to the following payment terms:

1. All payments must be made in Pounds Sterling (GBP);
2. Payment processing is handled by our third-party payment processor, Stripe;
3. You authorize us to charge the payment method on file for all applicable fees;
4. For subscription plans, you will be billed on a recurring basis until you cancel;
5. Refunds for contributions are only available under the specific circumstances outlined in our Terms of Service; and
6. You are responsible for all taxes applicable to your transactions on the platform.

5.3 Creator Financial Obligations

If you are a creator, you agree to:

1. Accurately report project revenues and expenses;
2. Distribute rewards to backers according to the agreed terms;
3. Submit return reports at the frequency specified in your project terms;
4. Make reward payments within 14 days of submitting a return report; and
5. Maintain accurate financial records for the duration of your reward payment obligations.

Failure to meet these obligations may result in legal action, account suspension, and/or withholding of funds.

5.4 Backer Understanding

If you are a backer, you acknowledge that:

1. Your contribution is made in exchange for potential rewards;
2. Your contribution is not a loan, investment, or purchase of securities;
3. Rewards are not guaranteed and depend on the project's success and the creator's ability to deliver;
4. You may not receive any rewards and could lose your entire contribution;
5. Rewards are subject to the terms specified by the creator for each project; and
6. You are responsible for reporting and paying any applicable taxes on rewards you receive.

5.5 Non-Regulated Activity

You expressly acknowledge that:

1. Contributions made on the FundCreators platform are not regulated investments;
2. FundCreators is not regulated by the Financial Conduct Authority (FCA);
3. You are not protected by the Financial Services Compensation Scheme (FSCS);
4. You do not have access to the Financial Ombudsman Service (FOS) for disputes arising from your contributions; and
5. The reward-based crowdfunding model used by FundCreators falls outside the scope of regulated financial services.

6. INTELLECTUAL PROPERTY

6.1 Platform Intellectual Property

All intellectual property rights in the FundCreators platform, including but not limited to copyright, trademarks, trade names, service marks, logos, and domain names, are owned by FundCreators. Nothing in this Agreement grants you any right, title, or interest in or to these intellectual property rights.

6.2 User Content

You retain ownership of any content you submit to the platform ("User Content"), but you grant FundCreators a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with the platform and FundCreators' business.

You represent and warrant that:

1. You own or have the necessary rights to your User Content;
2. Your User Content does not infringe or violate the rights of any third party; and
3. Your User Content complies with all applicable laws and regulations.

6.3 Project Intellectual Property

Creators retain ownership of their project's intellectual property. However, by creating a project, creators grant FundCreators a license to display and promote the project on the platform.

Unless explicitly stated in a project's terms, backers do not receive any intellectual property rights in the projects they fund. Backers' rights are limited to the rewards specified in the project terms.

7. USER CONDUCT

7.1 Prohibited Activities

You agree not to engage in any of the following prohibited activities:

1. Violating any applicable law, regulation, or this Agreement;
2. Impersonating any person or entity;
3. Posting false, misleading, or fraudulent content;
4. Engaging in any activity that interferes with or disrupts the platform;
5. Attempting to gain unauthorized access to the platform or systems;
6. Using the platform for money laundering or other financial crimes;
7. Creating or promoting projects involving illegal activities, adult content, gambling, or other prohibited categories;
8. Harassing, abusing, or harming other users;
9. Infringing on intellectual property rights; or
10. Presenting project rewards as regulated investments or securities.

7.2 Creator Conduct

As a creator, you agree to:

1. Provide accurate information about your project and your ability to execute it;
2. Use funds raised solely for the purposes described in your project;
3. Make good faith efforts to complete the project as described;
4. Maintain open communication with backers about project progress and challenges;
5. Fulfill all promised rewards if the project generates profits;
6. Not represent your project as offering regulated investments or securities; and
7. Comply with all applicable laws and regulations, including tax and business registration requirements.

7.3 Backer Conduct

As a backer, you agree to:

1. Review project information carefully before contributing;
2. Only contribute funds that you can afford to lose;
3. Understand that you are entering into a contractual arrangement for rewards, not an investment;
4. Communicate with creators respectfully; and
5. Report any suspicious or fraudulent projects to FundCreators.

8. DISPUTE RESOLUTION

8.1 Project Disputes

If a dispute arises between creators and backers regarding a project, the following process applies:

1. The parties should first attempt to resolve the dispute directly through the platform's messaging system;
2. If direct resolution fails, either party may file a formal dispute through the platform;
3. FundCreators will review the dispute and may take appropriate action, including mediating between the parties, suspending project funds, or requiring additional information;
4. FundCreators' decision on platform-related disputes is final, but does not prevent either party from pursuing legal remedies; and
5. For serious violations, FundCreators may refer matters to appropriate regulatory or law enforcement authorities.

8.2 Platform Disputes

If you have a dispute with FundCreators regarding the platform:

1. You agree to first contact us at legal@fundcreators.com to attempt to resolve the issue informally;
2. If informal resolution fails, you may pursue formal dispute resolution;
3. Any formal legal proceedings must be brought in the courts of Scotland; and
4. You agree to waive any right to participate in a class action lawsuit against FundCreators.

9. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law:

1. FundCreators shall not be liable for any indirect, incidental, special, consequential, or punitive damages;
2. FundCreators' total liability arising out of or related to this Agreement shall not exceed the greater of £100 or the total fees paid by you to FundCreators in the 12 months preceding the claim;
3. FundCreators does not guarantee the success of any project or the payment of rewards; and
4. FundCreators is not responsible for the actions or omissions of users on the platform.

Nothing in this Agreement excludes or limits our liability for:

1. Death or personal injury caused by our negligence;
2. Fraud or fraudulent misrepresentation; or
3. Any other liability that cannot be excluded or limited under Scottish law.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless FundCreators, its directors, officers, employees, and agents from and against all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable legal fees) arising from or relating to:

1. Your use of the platform;
2. Your violation of this Agreement;
3. Your User Content; or
4. Your violation of any rights of another.

11. TERMINATION

This Agreement remains in effect until terminated by either you or FundCreators.

You may terminate this Agreement by closing your account and ceasing to use the platform. However, if you are a creator with active projects or reward payment obligations, you must fulfill those obligations before termination can be completed.

FundCreators may terminate this Agreement and your access to the platform at any time for any reason, including if you violate this Agreement or if we believe your continued use of the platform poses a risk to FundCreators or other users.

Upon termination:

1. Your access to the platform will be revoked;
2. You remain liable for any outstanding fees or obligations;
3. Creators remain obligated to fulfill reward payments to backers for the duration specified in their project terms; and
4. Sections of this Agreement that, by their nature, should survive termination will survive.

12. CHANGES TO THIS AGREEMENT

FundCreators may update this Agreement from time to time. We will notify you of any material changes by posting the new Agreement on our website and updating the "Last Updated" date.

If a revision is material, we will provide at least 30 days' notice before the changes take effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our platform after the revisions take effect, you agree to be bound by the revised Agreement. If you do not agree to the revised Agreement, you must stop using the platform.

13. GENERAL PROVISIONS

13.1 Entire Agreement

This Agreement, together with the documents incorporated by reference, constitutes the entire agreement between you and FundCreators regarding your use of the platform and supersedes all prior agreements and understandings.

13.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

13.3 No Waiver

No failure or delay by FundCreators in exercising any right under this Agreement shall constitute a waiver of that right.

13.4 Assignment

You may not assign or transfer this Agreement without our prior written consent. FundCreators may assign this Agreement without restriction.

13.5 Notices

All notices to FundCreators must be sent to our registered address or to legal@fundcreators.com. All notices to you will be sent to the email address associated with your account.