1 General terms and condition and information
1.1 Terminology
1. Investor: The holder of issued Piece and at the same time creditor and contracting party vis-à-vis the creator.
2. Creator or Content Creator: The debtor to the Investor that holds a claim in accordance with these conditions.
3. Endorse: Endorse media AB.
4. Creator Piece: Is a controllable digital asset minted on a blockchain as a non-fungible token (NFT) granting the Purchaser right to receive a percentage of the Creator’s Account Profits from their social accounts.
5. Platform: The Endorse platform, a platform where you can invest in content creators.
1.2 About the terms of this agreement and otherwise
These terms and conditions apply to Endorses, Investors and Creators.
Both the Investor and the Creator are responsible for understanding all terms of condition, even if some only applies to the Investor or the Creator specifically. These conditions are not exclusive. Endorse's other general terms and conditions for the service Endorse provides are included in this agreement.
All of these general terms and conditions are available on [Endorse website] and can also be obtained upon request. The rights to alter these Terms & Conditions are reserved by us at all times. Any modifications shall become effective straight away after the updated version of these Terms & Conditions is published on the platform. The Investor and Creator are responsible under this agreement to update themselves regarding this and other terms of use for the service provided by Endorse. Changes to these terms and conditions will be announced on our website, you can see in the top of the document when it was last changed. It is your responsibility to keep updated on our terms and conditions.
1.3 Purpose of this agreement and Endorse goal
The purpose of this agreement is to have a transparent and open understanding of the business and contract structure, and each parties role in it. Endorse's goal is to enable Investors to effectively invest in Creators' activities related to social media. Endorse intends to act as an intermediary and provide tools for such investments between Investors and Creators. This set of agreements is between Endorse and Creator, respectively Endorse and Investors are intended to regulate the conditions for agreements on investment in the Creator's social platforms that are concluded between Investors and Creators.
1.4 Creator Piece as current promissory note
A Creator Piece is a holder of value for a claim against a Creator. The owner of, one of the creators, via the platform Endorse Media or the same company under a different name, issued Creator Piece has the right to appropriate part of the creator's income attributable to their social platforms. The Creator Piece only represents a claim to some predetermined portion of the Creator's income. The Creator Piece does not represent any non-profit right or ownership in the Creator's media/brand or similar. For this reason, the Creator Piece also does not represent any claim to immaterial rights such as copyright, trademark or other, against the creator.
1.5 What claims does the Creator Piece cover?
The Creator Piece enables the investor to claim part of the Creator’s profit linked to the Creator’s accounts. Accounts refers to any social media profile or streaming platform the Creator has or will use in the future (including but not limited to TikTok, Instagram, Youtube, Twitch and Pinterest profiles). This includes platforms the Creator is connected to after the issuance of the Creator Piece. Profit refers to direct or indirect income from content creations on the accounts, minus the costs of production. This includes paid promotions, sponsorships, paid partnerships, advertisements income, paid subscriptions, promoted affiliations or products sold with the help of the accounts (merchandise clothing etc).
1.6 The structure and legally binding nature of the agreement
In the contract structure of the business, the Investor buys a Creator Piece from a Creator, which includes an agreement to claim some of the creator's future earnings.
Endorse acts as an intermediary in this transaction and mediates, monitors and technically processes the purchase process.
The model consists of three agreements: One between Endorse and Investor, one between Endorse and Creator, one between Investor and Creator.
The Investor is, through the purchase of an Creator Piece, a contracting party with the Creator. Endorse is not a party to investment agreements concluded between Investors and Creators.
However, only agreements, which relate to an Creator Piece issued by Endorse or which otherwise concern Endorse, between the Creator and the Investor may be concluded in accordance with the conditions specified by Endorse (Creator and investor). Investors and Creators may only regulate their dealings in general if it cannot directly or indirectly be a burden to Endorse.
1.7 Creditor change by secondary sale
Transfer of the Creator Piece to a third party means a change of Investor as contracting party. The holder of an - via Endorse - issued Creator Piece (the Investor) has the right to transfer the agreement to a third party only if:
- The change of parties takes place through the transfer of the Creator Piece as proof of value in accordance with this agreement, and
- The acquirer of the agreement and the Creator Piece understand that it stands as a contracting party according to this agreement and the specific creator token agreement, and
- The sale has to be conducted on the same blockchain as the Creator Piece was created on.
1.8 Payment
1.8.1 Promissory notes
The creator is obliged to pay to the holder of issued Creator Piece with associated agreement (Investor).
1.8.2 Endorse takes care of the payment
Endorse will handle payment between Creators and Investors. The Creator is only secondarily liable to the Investor for payment according to the agreement. The investor therefore has to turn to Endorse for payment. If Endorse can no longer maintain this service, for example in connection with bankruptcy or technical reasons, the Investor has the right to contact the Creator directly. Upon dissolution of the Endorse Agreement, the accountability for dispensation of Account Profits shall fall upon the Content Creator, who reserves the option to appoint a replacement intermediary for Endorse to execute the obligations that would have been executed by Endorse under the current Agreement.
1.8.3 Control of the Creator's income
The Creator has an obligation to report to Endorse their income relevant to this agreement but Endorse is not responsible for the accuracy of the information towards Investors. In the event of a dispute or ambiguity regarding the claim Investors have according to the Creator Piece against the Creator, the parties Investor and Creator are required to resolve this between themselves.
1.8.4The size of the payment
Endorse will only pay out to Investors the amount that the Creator paid to Endorse for payment to the Investor, and no more than the amount that the Investor requests. If the investor requests a lower amount than what Endorse received from the Creator on behalf of the Investor, Endorse will refund the excess to the Creator.
1.8.5 Time of payment
Account Profits shall be available to claim in a timely manner but no later than 60 days after Endorse has received the funds from the Creator. Endorse is not responsible for missed payments from the creator, the Purchaser agrees that any claims are their responsibility.
1.8.6 Fees
Creator and/or Endorse shall be entitled to deduct from payments ‘’gas’’ fees, hosting fees, processing fees, or other conversion and distribution costs from Purchaser’s Account Profits.
1.9 Contact between Investor and Creator
Endorse will, to the extent that Endorse deems appropriate and without obligation, attempt to arrange contact between Investors and Creators in the event of a disagreement regarding the agreement between Investors and Creators.
1.10 Applicable law and jurisdiction
Relevant agreements in which Endorse is a party to, or that is managed by Endorse (ex Investor-Creator) apply to Swedish law and Swedish general principles. If nothing else applies according to mandatory law, Stockholm district court is the competent court, and secondarily other Swedish courts.
1.11 Invalidity, termination and revocation
If part of this agreement should be invalid due to mandatory legislation, the rest of the agreement applies. However, Endorse has the right to terminate the agreement in such a case, if it considers that the purpose of the agreement can no longer be met. If the agreement between Endorse and Creator or between Endorse and Investor is terminated, becomes invalid or is otherwise ineffective, the agreement concluded between Investor and Creator still applies.
1.12 Disclaimers and limitation of responsibility
Creator and Endorse take no responsibility, and will not be liable, for any losses, damages or claims arising from:
- User error, such as forgotten passwords, incorrectly constructed transactions, or mistyped wallet addresses;
- Server failure or data loss;
- Corrupted cryptocurrency wallet files;
- Unauthorized access to a Creator Piece; or
- Any unauthorized third party activities, including without limitation the use of viruses, phishing, brute-forcing or other means of attack against a blockchain network underlying the Creator Piece.
In addition, Endorse makes no representation that the operation of the website will be uninterrupted or error-free, and Endorse will not be liable for the consequences of any interruptions or errors.
Endorse make no express or implied warranties or representation that information provided by third parties (e.g. Content Creators) on our Platform will be accurate and reliable at all times; And neither shall we be held responsible for behaviors and actions of such third parties.
The Purchase Agreement related to the sale of a Creator Piece is solely between Purchaser and the Content Creator. Endorse is not a party in the Purchase Agreement and bears no obligation in connection to it (with the exception of the administrative management of Account Profits as per a separate agreement between Endorse and the Content Creator). The Content Creator holds the responsibility for the sale of the Creator Piece and handles any complaints or matters arising from the Purchase Agreement with the Purchaser.
Endorse and its employees will not be liable to you or any third parties for any damages, lost profits or lost data related to your use of the Endorse Platform and all its designated areas and material.
1.13 Using the platform
You agree and warrant that you will not:
- use the platform in any way or take any action that causes, or may cause, damage to the platform or impairment of the performance, availability or accessibility of the platform;
- use the platform in any way that is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity;
- use the platform to copy, store, host, transmit, send, use, publish, distribute or sell any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software. ‘’Screen scraping’’ or ‘’database scraping’’ is not allowed;
- You must ensure that all the information you supply to us through the platform, or in relation to the platform, is true, accurate, current, complete, and non-misleading;
- copy, reproduce, publish, display, transmit, distribute, sell or by any means use parts of the platform and its content in a way that is not permitted under these Terms & Conditions or by applicable law; And
- Post or distribute on the platform anything that is false, deceitful, harassing, inappropriate, offensive, or contains pornographic or other menacing material.
1.14 Intellectual property
User acknowledges that the intellectual property - information, documents, images, trademarks, and other materials published on the Platform and all information related thereto - are the sole property of the Endorse. Any use of the intellectual property is prohibited without the prior written permission of Endorse.
Platform and terms of condition changes
Unless otherwise restricted by law, the option to alter, adjust, or discontinue some or all aspects of the Platform is reserved by us.
These changes could occur due to reasons such as aligning the Platform's technical advancements or accommodating to an expanding user base, among other necessary operations.
1.16 Contact details
This Platform is owned and maintained by Endorse Media AB. If you have any questions about our Platform, or these Terms & Conditions, contact us at:info@endorse.media
1.17 Non-custodial
Endorse does not buy, sell, or ever take custody or possession of any Purchasers Creator Pieces.The Platform facilitates User purchase and collection of Creator Pieces, but Endorse is not custodian of any Purchasers Creator Pieces.
The User understands and acknowledges that the Smart Contracts do not give Endorse custody, possession, or control of any Creator Pieces or cryptocurrency at any time for the purpose of facilitating transactions on the Platform.
You acknowledge that Endorse is a non-custodial service provider and has designed the Platform to be directly accessible by the Users without any involvement or actions taken by Endorse.
2 Conditions for Investors
2.1 Who can buy a Creator Piece?
For usage and purchases on the Endorse Platform there are some conditions that must be met.
- You must be of legal age in your country of residence;
- Not be under any disability, restriction or prohibition; And
- You must be able to enter into binding agreements.
2.2 Before making a purchase
All investment opportunities on the Platform shall be examined by you before purchasing anything; you agree that it is your sole responsibility when making decisions around purchases. You agree that Endorse operates solely as a third-party intermediary; And that all listings and information are the Content Creators responsibility. Information about investment opportunities and their past increase or decrease in popularity gives no promises for future development or earnings.2.3 Warranties
Each Purchaser warrants and represents the following.
1) That it shall not transfer or delegate, and not attempt to transfer or delegate, the specified Creator Piece off-chain or through other means outside the blockchain on which the specified Creator Piece exists, or on-chain but with compensation that is payable off-chain, or on-chain through a different wallet than the wallet used to acquire the specified Creator Piece, or in any other way transfer or delegate, or attempt to transfer or delegate, the specified Creator Piece in violation of the terms of this Ownership Agreement;
2) That neither the Content Creator nor Endorse has provided any guarantees or statements aside from those explicitly outlined in this Agreement;
3)That it is not an individual or organization or engaged in an enterprise that is under a financial or trade restriction issued by the United Nations and/or the European Union, or that it is included in the European Union's terrorist registry and/or subject to restrictive actions by the European Union due to terrorist actions, or listed on the United Nations Security Council Consolidated List and/or subject to actions imposed by the Security Council of the United Nations due to terrorist actions; And
4) That it shall not transfer, or permit the transfer of the specified Creator Piece in any secondary sale, to any buyer that is an individual or organization engaged in an enterprise that is under a financial or trade restriction issued by the United Nations and/or the European Union, or that it is included in the European Union's terrorist registry and/or subject to restrictive actions by the European Union due to terrorist actions, or listed on the United Nations Security Council Consolidated List and/or subject to actions imposed by the Security Council of the United Nations due to terrorist actions.
The Purchaser represents and warrants that:
1) No minimum payout is guaranteed from the Creator Piece since the Content Creator’s income varies depending on popularity and amount of collaborations it is offered, which can vary in the industry;
2) The Purchaser is solely responsible for claiming the Account Profits in accordance with the claiming procedures provided on the Endorse Website from time to time;
3) Profits or losses from fluctuation in the exchange rate between currencies is a risk on behalf of the Purchaser, and that neither the Creator nor Endorse bears any responsibility in regards to fluctuation of currencies;
4) That Endorse is merely a third party and not a party to this Agreement. Endorse is only responsible for distributing the Account Profits on the Creators’ behalf;
5) That nor Endorse or the Creator is responsible for the blockchain technology on which the Creator Piece exists;
6) not responsible for the technology or costs or problems with blockchain; And
7) That nor Endorse or the Creator is responsible for the impact changed laws and amendments have on the Creator Piece and Account Profits.
3 The conditions for Creator
The Content Creator represents and warrants that:
- The Creator has all necessary approvals and the right authority to enter the agreement under the terms stated in it;
- The Creator shall not enter into agreements that conflict with the terms of this agreement; And
- The Creator has the rights to receive the Account Profits from the Accounts.