User Agreement

1. PARTIES AND AGREEMENT STRUCTURE

1.1 Parties to This Agreement

This User Agreement ("Agreement") is entered into between FundCreators ("FundCreators", "we", "us", or "our"), a company established in Scotland and operating under the laws of Scotland and the United Kingdom, and you, the user ("User", "you", or "your").

1.2 Incorporated Documents

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.

1.3 Acceptance of Agreement

By creating an account, accessing the Platform, or using our services, you confirm that:

1. You have read and understood this Agreement;
2. You agree to be legally bound by this Agreement;
3. You have the legal capacity to enter into this Agreement;
4. If acting on behalf of an organisation, you have the authority to bind that organisation.

2. LEGAL CAPACITY AND JURISDICTION

2.1 Eligibility Requirements

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 the laws of Scotland and your country of residence;
3. You are not barred from using our services under any applicable law;
4. You are entering into this Agreement on your own behalf or on behalf of an entity that you are duly authorised to represent.

2.2 Governing Law

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.

2.3 Jurisdiction

The courts of Scotland shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

If you are a consumer resident in the UK, you may also have the right to bring proceedings in the courts of your country of residence. Nothing in this Agreement affects your statutory rights as a consumer.

3. PLATFORM NATURE AND ROLE

3.1 Platform as Intermediary

FundCreators operates as a reward-based crowdfunding platform. You expressly acknowledge and agree that:

1. FundCreators is a venue only - The Platform facilitates Contributions from Backers to Creators' Projects in exchange for potential Rewards;
2. FundCreators is NOT a party to Creator-Backer agreements - When a Backer makes a Contribution, a direct contract is formed between the Backer and the Creator;
3. FundCreators does not guarantee or warrant any Projects or Rewards - We do not verify, validate, or endorse Projects, Creators, or claims made by Creators;
4. FundCreators is not responsible for Creator performance - The delivery of Rewards is the sole responsibility of the Creator;
5. FundCreators acts as a commercial agent for payment processing - We facilitate payments but are not responsible for the underlying transactions.

3.2 Creator-Backer Contractual Relationship

You expressly acknowledge that:

1. When a Backer makes a Contribution to a Project, a separate and independent contract is formed directly between the Backer and the Creator ("Creator-Backer Agreement");
2. FundCreators is not a party to any Creator-Backer Agreement;
3. The terms of each Creator-Backer Agreement are determined by the Project description, Reward terms, and any communications between the Creator and Backer;
4. FundCreators has no obligation to enforce Creator-Backer Agreements;
5. Disputes arising from Creator-Backer Agreements are matters between the Creator and Backer;
6. Any liability arising from Creator-Backer Agreements rests with the Creator and/or Backer, not FundCreators.

3.3 What FundCreators Does NOT Do

To be absolutely clear, FundCreators does NOT:

• Guarantee the success, completion, or quality of any Project;
• Guarantee the delivery, quality, or legality of any Rewards;
• Verify the accuracy of Project descriptions or Creator claims;
• Endorse any Project, Creator, or Backer;
• Provide investment advice or financial advice;
• Act as an escrow service (funds are released to Creators upon successful funding);
• Mediate or resolve disputes between Creators and Backers (though we may offer limited assistance at our discretion);
• Bear responsibility for any Creator's failure to deliver Rewards.

3.4 Regulatory Status

You expressly acknowledge that:

1. Contributions made on the FundCreators platform are NOT 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 Contributions;
5. The reward-based crowdfunding model used by FundCreators falls outside the scope of regulated financial services;
6. Any profit-sharing Rewards are contractual arrangements, not investments or securities.

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 and confidentiality of your account credentials;
3. Promptly update your account information if it changes;
4. Notify us immediately at support@fundcreators.com of any unauthorised access to or use of your account;
5. Accept responsibility for all activities that occur under your account.

4.2 Account Types

FundCreators offers different types of user accounts:

• Backer Account: Allows you to make Contributions 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;
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 (all amounts exclusive of VAT):

• Platform Fee: 5% of total funds raised for successfully funded Projects;
• Payment Processing Fee: Variable fees as charged by payment processors (disclosed at checkout);
• Reward Distribution Fee: 5% of each Reward payment distributed to Backers;
• Subscription Fees: If applicable, based on your subscription plan (Base Plan: £8/month, Plus Plan: £12/month).

All fees are subject to Value Added Tax (VAT) at the applicable rate where required by law.

5.2 Payment Terms

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

1. All payments are processed in Pounds Sterling (GBP) unless otherwise specified;
2. Payment processing is handled by our third-party payment processor, Stripe;
3. You authorise 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 subject to the specific circumstances outlined in our Terms of Service;
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 where required;
2. Distribute Rewards to Backers in accordance with your Project terms;
3. Submit return reports (for profit-sharing Projects) at the frequency specified;
4. Make Reward payments within the timeframes specified in your Project;
5. Maintain accurate financial records for the duration of your Reward payment obligations;
6. Comply with all applicable tax obligations, including VAT registration and reporting where required;
7. Comply with the Consumer Rights Act 2015 in your dealings with Backers.

Warning: Failure to meet these obligations may result in account suspension, withholding of funds, termination, and/or legal action by FundCreators or affected Backers.

5.4 Backer Understanding and Acknowledgements

If you are a Backer, you acknowledge and accept that:

1. Your Contribution is made in exchange for potential Rewards as described by the Creator;
2. Your Contribution is NOT a loan, investment, or purchase of securities;
3. Rewards are NOT guaranteed and depend entirely 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 in each Project;
6. You are entering into a contract with the Creator, not with FundCreators;
7. You are responsible for reporting and paying any applicable taxes on Rewards you receive.

6. INTELLECTUAL PROPERTY

6.1 FundCreators Intellectual Property

All intellectual property rights in the FundCreators Platform, including but not limited to copyright, trademarks, trade names, service marks, logos, domain names, and software, are owned by FundCreators or our licensors. Nothing in this Agreement grants you any right, title, or interest in our intellectual property except the limited right to use the Platform in accordance with this Agreement.

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, perpetual licence to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with the Platform and FundCreators' business operations.

You represent and warrant that:

1. You own or have all necessary rights to your User Content;
2. Your User Content does not infringe or violate the rights of any third party;
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 licence to display, promote, and distribute Project content on the Platform and in marketing materials.

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 unauthorised access to the Platform, systems, or other accounts;
6. Using the Platform for money laundering, terrorist financing, or other financial crimes;
7. Creating or promoting Projects involving illegal activities, prohibited content, or restricted categories;
8. Harassing, abusing, threatening, or intimidating other users;
9. Infringing intellectual property rights;
10. Presenting Project Rewards as regulated investments or securities;
11. Using automated systems (bots, scrapers) to access the Platform without permission.

7.2 Creator Conduct Standards

As a Creator, you agree to:

1. Provide accurate and truthful information about your Project and your ability to deliver;
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 and honest communication with Backers about Project progress and challenges;
5. Fulfil all promised Rewards if and when the Project generates sufficient funds or profits;
6. NOT represent your Project as offering regulated investments or securities;
7. Comply with all applicable laws and regulations, including consumer protection, tax, and business registration requirements;
8. Comply with the Consumer Rights Act 2015 in your dealings with Backers.

7.3 Backer Conduct Standards

As a Backer, you agree to:

1. Review Project information carefully before making any Contribution;
2. Only contribute funds that you can afford to lose entirely;
3. Understand that you are entering into a contractual arrangement with the Creator for Rewards, not an investment;
4. Communicate with Creators respectfully and in good faith;
5. Report any suspicious or fraudulent Projects to FundCreators.

8. DISPUTE RESOLUTION

8.1 Creator-Backer Disputes

Important: As FundCreators is not a party to Creator-Backer Agreements, disputes regarding Projects and Rewards are matters between the Creator and Backer.

If a dispute arises between Creators and Backers:

1. The parties should first attempt to resolve the dispute directly through good faith communication;
2. If direct resolution fails, either party may file a formal complaint through the Platform;
3. FundCreators may, at its sole discretion and without any obligation, review complaints and offer limited assistance;
4. Any assistance provided by FundCreators does not make us a party to the dispute and does not create any obligation to assist in future disputes;
5. FundCreators' decisions on Platform-related matters are final but do not prevent either party from pursuing legal remedies;
6. For suspected fraud or serious violations, FundCreators may refer matters to appropriate authorities.

8.2 Disputes with FundCreators

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 within 30 days, you may pursue formal dispute resolution;
3. Any formal legal proceedings must be brought in the courts of Scotland;
4. You may also consider alternative dispute resolution through the Scottish Mediation Network (www.scottishmediation.org.uk).

8.3 Consumer Rights

If you are a consumer, nothing in this Agreement affects your statutory rights under UK consumer protection law, including the Consumer Rights Act 2015. You may also have rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

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 any Rewards;
4. FundCreators is NOT responsible for the actions or omissions of Creators or Backers;
5. FundCreators is NOT liable for any loss arising from Creator-Backer Agreements.

Nothing in this Agreement excludes or limits our liability for:

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

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless FundCreators, its directors, officers, employees, agents, and affiliates 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 breach of this Agreement;
3. Your User Content or Projects;
4. Your violation of any rights of another party;
5. Any Creator-Backer Agreement to which you are a party;
6. Your violation of any applicable law or regulation.

11. TERMINATION

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

11.1 Termination by You

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 outstanding Reward obligations, you must fulfil those obligations before termination can be completed.

11.2 Termination by FundCreators

FundCreators may terminate this Agreement and your access to the Platform at any time, with or without notice, for any reason, including if you violate this Agreement or if we believe your continued use poses a risk to FundCreators, other users, or the Platform.

11.3 Effect of Termination

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 fulfil Reward payments to Backers for the duration specified in their Project terms;
4. Creator-Backer Agreements survive termination of this Agreement;
5. Provisions of this Agreement that by their nature should survive termination will survive (including indemnification, limitation of liability, and governing law).

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 reasonable 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 and close your account.

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, whether written or oral.

13.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, 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. A waiver of any provision shall only be effective if made in writing.

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 No Partnership or Agency

Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship between you and FundCreators. Neither party has any authority to bind the other.

13.6 Third-Party Rights

Except as expressly stated, this Agreement does not confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.

13.7 Notices

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

13.8 Force Majeure

FundCreators shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, government action, or failures of third-party services.

14. DATA PROTECTION

We are committed to protecting your privacy and personal data. Our processing of your personal data is governed by our Privacy Policy, which is incorporated into this Agreement by reference. We comply with the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and other applicable data protection legislation.

15. CONTACT INFORMATION

If you have any questions about this Agreement, please contact us:

• Legal enquiries: legal@fundcreators.com
• General support: support@fundcreators.com
• Privacy enquiries: privacy@fundcreators.com