PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE AND MOBILE APPLICATION (THE "PLATFORM") AS A CREATOR. By creating a Creator account on or accessing the Platform, you ("Creator" or "You") agree to be bound by these Creator Terms and Conditions (the "Terms") entered into between You and Ztor Limited., a limited company incorporated in Hong Kong ("Ztor" or "We" or "Us"). If You do not agree to these Terms, You must not access or use the Platform as a Creator.

These Terms constitute a legally binding agreement between You and Ztor. By clicking "I Accept", "Agree", or any similar affirmative action, or by listing a Campaign or uploading content to the Platform, You acknowledge that You have read, understood, and agree to be bound by these Terms, together with any policies, guidelines, or supplementary terms referenced herein or made available on the Platform from time to time.

1. DEFINITIONS AND INTERPRETATION

In these Terms, unless the context otherwise requires:

"Campaign"means an offer initiative created by the Creator on the Platform, inviting Fans to contribute funds towards the production, release, or promotion of a Work, in exchange for a Revenue Share;

"Campaign Terms"means the specific terms and conditions applicable to a particular Campaign as between the Creator and the Fan, which are generated and facilitated by the Platform and which the Fan must accept prior to making a Contribution;

"Commission"means the fee charged by Ztor for the provision of the Services, as specified on the Platform from time to time, and deducted from Contributions, Revenue, or disbursements as applicable;

"Contribution"means the monetary amount paid by a Fan towards a Campaign via the Platform;

"Distribution Agreement"means the agreement between Ztor and its distribution partners as amended from time to time, pursuant to which Work uploaded through the Platform are distributed to digital streaming platforms;

"Distribution Partner"means any successor or replacement distribution service provider engaged by Ztor from time to time;

"Fan" or "User"means any individual or entity that contributes funds to a Campaign via the Platform;

"ISRC"means the International Standard Recording Code assigned to a Work (if applicable) upon its distribution;

"Payment Processor"means Stripe or any other third-party payment processing service engaged by Ztor from time to time;

"Revenue"means the gross income derived from the digital distribution of the Work through the Distribution Partner, before deduction of any Commission, fees, taxes, or other charges;

"Revenue Share"means the proportionate share of Revenue allocated to Fans in respect of their Contributions to a Campaign, as specified by the Creator at the time of Campaign creation and set out in the applicable Campaign Terms;

"Services"means the platform services provided by Ztor to the Creator, including Campaign hosting, payment processing, digital distribution (via the Distribution Partner), Revenue tracking, Revenue Share calculation and disbursement, and related administrative services;

"Term"means the duration of the Creator's obligations in respect of a Campaign, as set out in Clause 6.

"Work"means all content, materials, works, and deliverables created, developed, produced, uploaded, or submitted by the Creator in connection with a Campaign on the Platform, including any audiovisual, written, graphic, photographic, musical, and other creative materials, together with all updates, edits, adaptations, and derivatives thereof.

2. NATURE OF THE PLATFORM

2.1.

Ztor operates as a technology platform that facilitates a democratised participation model for digital contents. The Platform enables Creators to offer support from Fans for the production and distribution of Works, with Fans receiving a Revenue Share in return for their Contributions.

2.2.

The arrangement facilitated by the Platform is structurally analogous to the funding and revenue-sharing model employed by record labels, publishers, and music distributors, whereby an advance or investment is made towards the creation and exploitation of a Work, with the fan receiving a share of revenue derived therefrom. The Revenue Share does not constitute: (a) a security, financial instrument, or investment product within the meaning of the Securities and Futures Act 2001 of Singapore or any comparable legislation; (b) a loan, debt obligation, or lending arrangement; (c) an equity stake, ownership interest, or partnership; or (d) a guarantee of any return or financial outcome, and any reference to the words 'advance' or 'investment' is purely for illustrative purposes.

2.3.

Ztor acts solely as an intermediary platform provider and is not a party to the revenue-sharing arrangement between the Creator and the Fan. Ztor does not act as the Creator's agent, manager, label, publisher, fiduciary, or representative.

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1.

You must be at least eighteen (18) years of age (or the age of majority in Your jurisdiction, whichever is higher) and have the legal capacity to enter into binding agreements.

3.2.

By registering an Creator account, You represent and warrant that: (a) all information You provide is accurate, current, and complete; (b) You have full legal authority and capacity to enter into these Terms and to grant the rights and undertake the obligations set out herein; (c) You are the sole and rightful owner of, or have obtained all necessary rights, licences, consents, and permissions in respect of, any Work You upload to the Platform; (d) no Work uploaded by You infringes the intellectual property rights, privacy rights, publicity rights, or any other rights of any third party; and (e) Your use of the Platform complies with all applicable laws and regulations.

3.3.

You are solely responsible for maintaining the confidentiality of Your account credentials and for all activities that occur under Your account.

4. CAMPAIGNS AND OFFERS

4.1.

To create a Campaign, the Creator shall provide the following information as required by the Platform: (a) the name and description of the Work; (b) the Campaign funding target; (c) the total Revenue Share percentage offered to Fans in aggregate; (d) the price per unit of Revenue Share; and (e) any additional perquisites, merchandise, or benefits offered to Fans (if applicable).

4.2.

Upon publishing a Campaign, the Creator agrees to be bound by the Campaign parameters specified at the time of creation. The Creator may not unilaterally alter the Revenue Share percentage, pricing, or other material Campaign terms after any Contribution has been received, except with the prior written consent of Ztor and intimation to the Fan.

4.3.

Contributions received from Fans shall be held by the Payment Processor during the Campaign holding period, depending on the Term of the Campaign. Upon conclusion of the Campaign, and in the event the Campaign funding target has not been met: (a) the Creator may elect to accept the total funds and proceed with the production and distribution of the Work; or (b) the Creator may elect to cancel the Campaign and initiate a full refund of all Contributions to the Fans, in which case the refund shall be processed through the Payment Processor. Any such refund shall be subject to deduction of applicable platform service fees and Payment Processor charges that have already been incurred.

4.4.

The Creator acknowledges that the decision to accept or refund Campaign funds carries legal and contractual consequences. Where the Creator accepts Campaign funds, the Creator undertakes to use such funds exclusively for the production and distribution of the Work and to honor the Revenue Share commitments made to Fans under the applicable Campaign Terms.

4.5.

Any refund of Contributions initiated by the Creator at the Creator's sole discretion (whether during or after the Campaign holding period) shall be subject to deduction of Ztor's applicable platform service fees, Commission, and any third-party transaction charges already incurred. Ztor shall not be liable for any shortfall in refund amounts resulting from such deductions.

5. MANDATORY DISTRIBUTION THROUGH ZTOR

5.1.

As a condition precedent to the utilizing the Platform's offer feature, the Creator agrees to distribute the Work that is the subject of the Campaign exclusively through the Ztor platform, and via its Distribution Partner (if applicable). The Creator shall not distribute the same Work through any other distributor, aggregator, label, or platform for the duration of the Term.

5.2.

The Creator's distribution through the Platform shall be governed by the terms and conditions of the Distribution Partner (if applicable) which the Creator agrees to accept and comply with.

5.3.

The Creator shall upload the Work to the Platform in the format, quality, and manner specified by Ztor and/or the Distribution Partner from time to time. The Creator shall provide all metadata, credits, ISRC codes (once assigned if applicable), artwork, and other information required for distribution.

5.4.

The Creator acknowledges that failure to distribute the Work exclusively through the Platform constitutes a material breach of these Terms and may result in: (a) suspension or termination of the Creator's account; (b) forfeiture of any pending payouts; (c) liability for damages suffered by Ztor, the Fans, or the Distribution Partner; and (d) any other remedies available to Ztor at law or in equity.

6. TERM

6.1.

The Term in respect of each Campaign shall commence on the date the Creator submits the Campaign and shall continue in perpetuity (the "Term"), unless terminated earlier in accordance with these Terms.

6.2.

During the first five (5) years of the Term, the Creator shall not: (a) withdraw the Work from the Platform or the Distribution Partner; (b) distribute the Work through any other distributor, aggregator, label, or platform; (c) assign, transfer, or encumber the Work in a manner that would impair the Revenue Share obligations to Fans; or (d) take any action that would materially diminish the Revenue generated by the Work through the Platform.

6.3.

Following the expiry of the first five (5) years of the Term, the Creator may request removal of the Work from the Platform, subject to: (a) fulfilling all outstanding Revenue Share obligations; (b) providing at least ninety (90) days' written notice to Ztor; and (c) complying with the Distribution Partner's takedown requirements.

6.4.

Revenue Share obligations to Fans in respect of a Campaign shall continue for the duration of the Term, regardless of whether the Creator's account remains active on the Platform.

7. REVENUE, COMMISSION, AND PAYOUTS

7.1.

Revenue generated from the digital distribution of the Work through the Distribution Partner shall be reported to Ztor by the Distribution Partner in accordance with the Distribution Agreement.

7.2.

Ztor shall deduct its Commission and any applicable fees, taxes, withholdings, or charges from the gross Revenue before calculating and disbursing the Revenue Share to Fans and the Creator's net share.

7.3.

The Creator's net payout shall be the amount remaining after deduction of: (a) the aggregate Revenue Share payable to all Fans; (b) Ztor's Commission; (c) applicable taxes, withholdings, and regulatory levies; and (d) any other fees or charges as specified on the Platform, including any distributor fees or commission and Payment Processor fees.

7.4.

Payouts shall be processed in accordance with the payout schedule determined by Ztor from time to time and communicated on the Platform. Ztor shall not be liable for any delays in payouts caused by the Distribution Partner, the Payment Processor, or any other third party.

7.5.

The disbursement of Campaign funds (i.e., the Contributions received from Fans) to the Creator is subject to the triggers and conditions set by the Creator at the time of Campaign creation and as administered by the Payment Processor. Ztor does not hold or have custody of these funds; the Payment Processor releases funds directly to the Creator's designated account upon fulfilment of the applicable disbursement triggers.

8. INTELLECTUAL PROPERTY AND OWNERSHIP

8.1.

The Creator retains full and exclusive ownership of the Works, the underlying composition or production, the sound recordings and all intellectual property rights therein at all times. Nothing in these Terms shall be construed as an assignment, transfer, or encumbrance of any intellectual property rights from the Creator to Ztor or to any Fan.

8.2.

The Creator grants Ztor a non-exclusive, worldwide, royalty-free license to: (a) host, display, and promote the Work and related content (including artwork, metadata, previews, and promotional materials) on the Platform; (b) distribute the Work through the Distribution Partner; (c) use the Creator's name, image, likeness, and biographical information for the purposes of promoting the Platform and the Creator's Campaign; and (d) sublicense the foregoing rights to the Distribution Partner and other service providers as reasonably necessary for the provision of the Services.

8.3.

The license granted in Clause 8.2 shall continue for the duration of the Term and shall survive termination to the extent necessary to fulfil Ztor's obligations to Fans under existing Campaign Terms.

8.4.

If the Creator wishes to assign or sell the Works to a third party during the Term, the Creator must: (a) notify Ztor in writing at least sixty (60) days prior to the proposed assignment or sale; (b) ensure that the assignee or purchaser assumes all Revenue Share obligations to Fans under the applicable Campaign Terms; and (c) ensure that Fans are made whole at fair market value in the event that the assignment or sale results in the termination of the Revenue Share arrangement. For the avoidance of doubt, the Creator may not assign or sell the Works during the Term in a manner that extinguishes or impairs the Revenue Share obligations to Fans, unless all Fans have been made whole.

9. REPRESENTATIONS AND WARRANTIES

9.1.

The Creator represents and warrants that: (a) the Creator is the sole and exclusive owner of, or has obtained all necessary rights, licenses, and permissions in respect of, the Works; (b) the Work(s) does not infringe the copyright, trademark, publicity, privacy, or any other rights of any third party; (c) there are no pending or threatened claims, actions, or proceedings relating to the Work; (d) the Creator has obtained all necessary clearances, including but not limited to sample clearances, co-writer consents, performer consents, and any other third-party authorizations required for the exploitation of the Work; (e) the Creator has not previously assigned, licensed, or encumbered the Work in a manner that would conflict with the obligations undertaken in these Terms; and (f) the Creator shall use Campaign funds solely for the purpose of producing, recording, mixing, mastering, and distributing the Work.

9.2.

The Creator further represents and warrants that the Creator's participation in the Platform and the Campaign does not violate any applicable law, regulation, or contractual obligation, including any existing recording, publishing, management, or distribution agreements.

10. THIRD-PARTY SERVICES

10.1.

Ztor shall not be liable for any acts, omissions, errors, delays, failures, or misconduct of any third-party service provider, including but not limited to: (a) the Payment Processor; (b) the Distribution Partner; (c) digital streaming platforms; (d) data analytics providers; or (e) any other third-party service accessed through or in connection with the Platform.

10.2.

The Creator's use of any third-party service accessed through or in connection with the Platform is subject to the terms and conditions of such third-party service, which the Creator is responsible for reviewing and accepting independently.

11. RISK ACKNOWLEDGEMENT AND DISCLAIMERS

11.1.

The Creator acknowledges that: (a) Ztor does not guarantee any minimum level of Revenue or income from any Work; (b) the success of a Campaign and the commercial performance of a Work depend on numerous factors outside Ztor's control; (c) digital streaming platforms may change their royalty rates, algorithms, or policies at any time; and (d) Ztor is not responsible for the commercial success or failure of any Work.

11.2.

THE PLATFORM AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

12. LIMITATION OF LIABILITY

12.1.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZTOR'S TOTAL AGGREGATE LIABILITY TO THE CREATOR FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE TOTAL AMOUNT OF COMMISSION ACTUALLY RECEIVED BY ZTOR FROM THE CREATOR'S CAMPAIGNS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE THOUSAND SINGAPORE DOLLARS (SGD 1,000), WHICHEVER IS LOWER.

12.2.

IN NO EVENT SHALL ZTOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES.

13. INDEMNIFICATION

13.1.

The Creator agrees to indemnify, defend, and hold harmless Ztor, its directors, officers, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Creator's use of the Platform; (b) any Campaign created by the Creator; (c) any Work uploaded or distributed by the Creator; (d) any breach by the Creator of these Terms, the Campaign Terms, or any applicable law; (e) any infringement of intellectual property or other third-party rights; (f) any dispute between the Creator and any Fan; or (g) any misuse of Campaign funds.

14. COMPLIANCE AND REGULATORY

14.1.

The Creator shall comply with all applicable laws, regulations, and industry standards in connection with the creation, distribution, and promotion of Works and the use of the Platform.

14.2.

The Creator acknowledges that Ztor may be required to collect and report certain information to regulatory authorities, tax authorities, or financial intelligence units, and the Creator agrees to cooperate with any such requirements.

14.3.

The Creator shall not use the Platform for any purpose that is unlawful, fraudulent, or prohibited by these Terms, including but not limited to money laundering, terrorist financing, tax evasion, sanctions violations, or any other financial crime.

14.4.

The Creator acknowledges and agrees that the Revenue Share arrangement does not constitute a securities offering, collective investment scheme, or regulated financial product. The Creator shall not represent or market the Campaign or the Revenue Share as an investment, security, or financial product.

15. TERMINATION

15.1.

Ztor may suspend or terminate the Creator's account at any time, with or without cause, including where: (a) the Creator breaches these Terms; (b) the Creator's Work is the subject of an intellectual property infringement claim; (c) the Creator engages in fraudulent, deceptive, or unlawful conduct; or (d) Ztor determines, in its sole discretion, that continued hosting of the Creator's content poses a legal, reputational, or operational risk.

15.2.

The Creator may request termination of their account by providing written notice to Ztor. However, termination of the Creator's account shall not affect: (a) any ongoing Revenue Share obligations to Fans under existing Campaign Terms; (b) the continued distribution of Works for the remainder of the Term; or (c) any accrued liabilities or obligations.

15.3.

Upon termination, Ztor shall continue to administer Revenue Share disbursements to Fans in respect of existing Campaigns for the remainder of the Term, and the Creator authorises Ztor to continue distribution through the Distribution Partner for this purpose.

15.4.

Clauses 8, 9, 10, 11, 12, 13, 14, 16, 17, and 18 shall survive termination of these Terms.

16. PRIVACY AND DATA PROTECTION

16.1.

The Creator's personal data shall be collected, used, and disclosed in accordance with Ztor's Privacy Policy, which is incorporated herein by reference.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1.

These Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of laws principles.

17.2.

Any dispute arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the SIAC for the time being in force. The seat of arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

17.3.

Notwithstanding Clause 17.2, Ztor reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction.

18. GENERAL PROVISIONS

18.1. Entire Agreement.

These Terms, together with the Campaign Terms, the Distribution Agreement terms, the Privacy Policy, and any other policies or guidelines incorporated by reference, constitute the entire agreement between the Creator and Ztor with respect to the subject matter hereof.

18.2. Severability.

If any provision of these Terms is found to be unlawful, void, or unenforceable, such provision shall be severed and shall not affect the validity of the remaining provisions.

18.3. Waiver.

No failure or delay by Ztor in exercising any right under these Terms shall constitute a waiver thereof.

18.4. Assignment.

The Creator may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Ztor. Ztor may assign these Terms in whole or in part without the Creator's consent.

18.5. Force Majeure.

Ztor shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, sanctions, labour disputes, power failures, internet or telecommunications failures, cyberattacks, or failures of third-party service providers.

18.6. No Partnership or Agency.

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the Creator and Ztor.

18.7. Third-Party Rights.

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore to enforce or enjoy the benefit of any term of these Terms.

18.8. Notices.

All notices to Ztor shall be sent to the contact details published on the Platform. Notices to the Creator shall be sent to the email address associated with the Creator's account.

18.9. Translation.

This Agreement is executed in English and Chinese. In the event of any inconsistency or conflict between the English version and the Chinese version, the English version shall prevail.

19. CONTACT INFORMATION

For any questions or concerns regarding these Terms, please contact Ztor at [email protected].