PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE AND MOBILE APPLICATION (THE "PLATFORM"). By creating an account on or accessing the Platform, you ("User" or "Fan" or "You") agree to be bound by these User 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.

These Terms constitute a legally binding agreement between You and Ztor. By clicking "I Accept", "Agree", or any similar affirmative action, or by accessing or using the Platform in any manner, 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 a Creator on the Platform, inviting Users to contribute funds towards the production, release, or promotion of a specific work or works, or audio-visual work, in exchange for a proportionate share of Revenue (as mentioned in the applicable Campaign Terms);

"Campaign Terms"means the specific terms and conditions applicable to a particular Campaign, which shall be presented to the User at the point of contribution and which the User must accept prior to making a Contribution;

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

"Creator"means any individual or entity that creates, uploads, or lists content on the Platform and initiates a Campaign for the purpose of offering to Users;

"Payment Processor"means Stripe or any other third-party payment processing service engaged by Ztor from time to time to facilitate the receipt, holding, and disbursement of funds on the Platform;

"Revenue"means, in respect of a Campaign, the income derived from the digital distribution of the Works vis-à-vis Ztor's platform services to the Creator or the digital exploitation of the applicable audio-visual work(s), as more particularly defined and limited in the applicable Campaign Terms;

"Revenue Share"means the proportionate share of Revenue to which a User is entitled in respect of a Campaign, as specified in the applicable Campaign Terms. For the avoidance of doubt, a Revenue Share does not constitute equity, ownership, intellectual property rights, voting rights, or any proprietary interest whatsoever in the Creator's Works or in Ztor;

"Services"means the platform services provided by Ztor, including the facilitation of Campaigns, processing of Contributions, display of Revenue data, distribution of Creator's Works and disbursement of Revenue Share amounts, as more particularly described herein; and

"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. ELIGIBILITY AND ACCOUNT REGISTRATION

2.1.

You must be at least eighteen (18) years of age (or the age of majority in Your jurisdiction, whichever is higher) to create an account and use the Platform.

2.2.

By registering an account, You represent and warrant that: (a) all information You provide is accurate, current, and complete; (b) You will maintain and promptly update such information; (c) You have the legal capacity and authority to enter into these Terms; and (d) Your use of the Platform does not violate any applicable law or regulation.

2.3.

You are solely responsible for maintaining the confidentiality of Your account credentials and for all activities that occur under Your account. You shall immediately notify Ztor of any unauthorised use of Your account.

2.4.

Ztor reserves the right to suspend or terminate Your account at any time, with or without cause, and with or without notice, including where Ztor reasonably suspects fraudulent, abusive, or unlawful activity.

3. NATURE OF THE PLATFORM AND SERVICES

3.1.

Ztor operates as a technology platform that facilitates connections between Creators and Fans. Ztor is not a financial institution, securities broker, investment advisor, lending institution, or crowdfunding intermediary within the meaning of any securities or financial services legislation.

3.2.

The Platform enables Creators to offer Campaigns to Fans for the production and distribution of Works. In return for a Contribution, the Fan receives a Revenue Share as specified in the applicable Campaign Terms. This arrangement is a commercial revenue-sharing arrangement and does not constitute: (a) a security, financial instrument, or investment product; (b) a loan, debt obligation, or lending arrangement; (c) an equity stake, ownership interest, or partnership in the Creator or in Ztor; or (d) a guarantee of any return, income, or financial outcome.

3.3.

Ztor acts solely as an intermediary platform provider. Ztor does not act as agent, trustee, fiduciary, or representative of any Creator or User. All Campaign-specific arrangements are between the Creator and the User, facilitated through the Platform.

4. CONTRIBUTIONS AND PAYMENT PROCESSING

4.1.

All Contributions are processed through the Payment Processor. Ztor does not directly receive, hold, or have custody of Contribution funds. Funds are held by the Payment Processor in accordance with the Payment Processor's own terms and conditions, which the User agrees to separately.

4.2.

Upon making a Contribution to a Campaign, the funds shall be placed on hold with the Payment Processor for a specified holding period (as determined by the Campaign parameters). During this holding period: (a) the Creator may elect to accept the funds (whether or not the Campaign target has been met) and proceed with the relevant project; or (b) the Creator may elect to cancel the Campaign and initiate a refund of all Contributions, in which case the Payment Processor shall process such refund in accordance with its standard procedures.

4.3.

The decision to accept or reject funds under a Campaign, including in circumstances where the Campaign target has not been met, rests solely with the Creator. Ztor has no obligation to ensure that any Campaign target is met.

4.4.

All Contributions are final and non-refundable, except where the Creator, at his or her sole and absolute discretion, elects to refund all or part of the Contribution. Ztor shall have no obligation to issue any refund under any circumstances. Any refund initiated by the Creator shall be processed through the Payment Processor and shall be subject to the Payment Processor's standard processing timelines and any applicable fees or deductions.

4.5.

You acknowledge that Ztor charges a commission and/or platform service fee on transactions facilitated through the Platform. All payouts of Revenue Share to Users shall be made after deduction of Ztor's commission, applicable taxes, and any other fees or charges as specified on the Platform or in the Campaign Terms.

5. REVENUE SHARE

5.1.

Upon successful completion of a Campaign and the subsequent release and digital distribution of the applicable Work or digital exploitation of the applicable audio-visual work, the User shall be entitled to receive a Revenue Share as specified in the Campaign Terms, subject to and in accordance with these Terms.

5.2.

The Revenue Share is strictly limited to Revenue derived from digital distribution of the applicable Work through the Ztor platform (via its distribution partner) or digital exploitation of the applicable audio-visual work. The Revenue Share does not extend to any other income, royalties, licensing fees, synchronisation fees, performance royalties, mechanical royalties, or any other earnings of the Creator from any source whatsoever, unless expressly stated otherwise in the Campaign Terms.

5.3.

Revenue Share amounts shall be calculated and disbursed by Ztor based on data received from its distribution partners. All disbursements shall be made after deduction of Ztor's commission, platform fees, and any applicable taxes or withholdings.

5.4.

Ztor shall use commercially reasonable efforts to display Revenue data on the Platform. However, Ztor does not warrant the accuracy, timeliness, or completeness of Revenue data, which is sourced from third-party distribution partners.

5.5.

Revenue Share payments shall be made in accordance with the payment schedules determined by Ztor from time to time and communicated on the Platform.

6. RISK ACKNOWLEDGEMENT AND DISCLAIMERS

6.1.

You expressly acknowledge and agree that your Contribution to any Campaign involves inherent risks, including but not limited to: (a) the risk that the Works may not be produced, completed, or released; (b) the risk that the Works may not generate any Revenue; (c) the risk that the Revenue generated may be substantially less than the amount of Your Contribution; (d) the risk that the Creator may default on their obligations; (e) the risk of technical failures, platform discontinuation, or third-party service disruptions; and (f) the risk that applicable laws or regulations may change in a manner that adversely affects the Revenue Share arrangement.

6.2.

Ztor makes no representation, warranty, or guarantee whatsoever regarding: (a) the success of any Campaign; (b) the quality, commercial viability, or reception of any Works; (c) the generation of any Revenue; (d) the amount, frequency, or duration of any Revenue Share payments; (e) the conduct, performance, or solvency of any Creator; or (f) the return of Your Contribution in whole or in part.

6.3.

Your decision to make a Contribution is made entirely at Your own risk and discretion. Ztor strongly encourages You to conduct Your own due diligence and assessment before contributing to any Campaign.

7. INTELLECTUAL PROPERTY AND OWNERSHIP

7.1.

Nothing in these Terms or in any Campaign Terms shall be construed as granting or conferring upon the User any ownership, title, intellectual property rights, moral rights, or any proprietary interest whatsoever in: (a) any Works, master recording, composition, or other creative output of any Creator; (b) the Ztor platform, brand, technology, or content; or (c) any intellectual property of any third party.

7.2.

The Revenue Share constitutes a purely commercial right to receive a share of specified Revenue. It does not confer upon the User any right to control, manage, license, sublicense, assign, reproduce, distribute, publicly perform, or otherwise exploit any Works or any rights therein.

7.3.

The Creator retains full and exclusive ownership of their intellectual property at all times. The Creator is free to assign, license, sell, or otherwise deal with their intellectual property, subject to the terms of the Creator's agreement with Ztor.

8. THIRD-PARTY SERVICES

8.1.

The Platform integrates with and relies upon various third-party services, including but not limited to the Payment Processor, distribution partners, data analytics providers, and cloud hosting services.

8.2.

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's handling, processing, holding, or disbursement of funds; (b) any distribution partner's reporting, calculation, or remittance of Revenue; (c) any failure, interruption, or error in third-party systems; or (d) any loss, damage, or delay arising from the acts or omissions of any third party.

8.3.

Your 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 You are responsible for reviewing and accepting independently.

9. USER OBLIGATIONS AND CONDUCT

9.1.

You agree that You shall: (a) use the Platform only for lawful purposes and in compliance with all applicable laws and regulations; (b) not engage in any activity that is fraudulent, deceptive, misleading, or harmful; (c) not attempt to manipulate, circumvent, or interfere with the Platform's systems, security features, or functionality; (d) not use the Platform to launder money, finance terrorism, or engage in any other prohibited financial activity; (e) not create multiple accounts for the purpose of circumventing any Platform restrictions or policies; and (f) comply with all applicable anti-money laundering, sanctions, and counter-terrorism financing laws.

9.2.

You acknowledge that Ztor may be required by law to collect, verify, and retain certain personal and financial information from You, and You agree to cooperate with any such requirements.

10. LIMITATION OF LIABILITY

10.1.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZTOR, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, AND LICENSORS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR USE OF OR INABILITY TO USE THE PLATFORM; (B) ANY CONTRIBUTION MADE BY YOU; (C) ANY CAMPAIGN, WHETHER SUCCESSFUL OR UNSUCCESSFUL; (D) THE CONDUCT, PERFORMANCE, OR DEFAULT OF ANY CREATOR; (E) THE ACTS OR OMISSIONS OF ANY THIRD PARTY; OR (F) ANY OTHER MATTER RELATING TO THE PLATFORM OR THESE TERMS.

10.2.

IN NO EVENT SHALL ZTOR'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE PLATFORM EXCEED THE AMOUNT OF PLATFORM SERVICE FEES ACTUALLY PAID BY YOU TO ZTOR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED SINGAPORE DOLLARS (SGD 100), WHICHEVER IS LOWER.

10.3.

The limitations set out in this Clause 10 shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and even if Ztor has been advised of the possibility of such damages.

11. INDEMNIFICATION

11.1.

You agree 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) Your use of the Platform; (b) any Contribution made by You; (c) Your breach of these Terms or any applicable law; (d) Your violation of any third-party rights; or (e) any dispute between You and any Creator.

12. DISCLAIMER OF WARRANTIES

12.1.

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.

12.2.

Ztor does not warrant that: (a) the Platform will be uninterrupted, timely, secure, or error-free; (b) the results obtained from the Platform will be accurate or reliable; (c) the quality of any content, data, or services obtained through the Platform will meet Your expectations; or (d) any errors will be corrected.

13. PRIVACY AND DATA PROTECTION

13.1.

Your use of the Platform is also governed by Ztor's Privacy Policy, which is incorporated herein by reference. By using the Platform, You consent to the collection, use, and disclosure of Your personal data as described in the Privacy Policy.

14. MODIFICATION OF TERMS

14.1.

Ztor reserves the right to modify, amend, or update these Terms at any time by posting the revised Terms on the Platform. Your continued use of the Platform after the posting of any modifications shall constitute Your acceptance of such modifications. It is Your responsibility to review these Terms periodically.

14.2.

Material changes to these Terms shall be communicated to You via the email address associated with Your account or through a prominent notice on the Platform.

15. TERMINATION

15.1.

These Terms shall remain in effect for so long as You maintain an account on the Platform or have any outstanding Revenue Share entitlements.

15.2.

You may terminate Your account at any time by submitting a request through the Platform. Termination of Your account shall not affect: (a) any accrued Revenue Share entitlements, which shall continue to be governed by the applicable Campaign Terms; or (b) any obligations or liabilities that have accrued prior to termination.

15.3.

Ztor may terminate or suspend Your access to the Platform at any time, with or without cause, and with or without notice. Upon termination by Ztor, any accrued Revenue Share entitlements shall be handled in accordance with the applicable Campaign Terms.

15.4.

Clauses 6, 7, 8, 10, 11, 12, 16, 17, and 18 shall survive termination of these Terms.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1.

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.

16.2.

Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, 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, which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

16.3.

Notwithstanding Clause 16.2, Ztor reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction.

17. GENERAL PROVISIONS

17.1. Entire Agreement.

These Terms, together with the Campaign Terms, the Privacy Policy, and any other policies or guidelines incorporated by reference, constitute the entire agreement between You and Ztor with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, representations, and understandings.

17.2. Severability.

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

17.3. Waiver.

No failure or delay by Ztor in exercising any right or remedy under these Terms shall constitute a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

17.4. Assignment.

You 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 Your consent.

17.5. Force Majeure.

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

17.6. Notices.

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

17.7. No Partnership or Agency.

Nothing in these Terms shall be construed as creating a partnership, joint venture, employment, or agency relationship between You and Ztor.

17.8. 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. CONTACT INFORMATION

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