Last Updated: [February 20, 2024]

IMPORTANT: PLEASE READ THE FOLLOWING TERMS OF SERVICE (THE “TERMS”) CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT USE THE SERVICES (AS DEFINED BELOW) OR ANY OF THE PRODUCTS, SERVICES, CONTENT, FEATURES OR FUNCTIONALITY AVAILABLE THROUGH THE SERVICES. BY ACCESSING OR USING THE SERVICES OR ANY OF THE AVAILABLE PRODUCTS, SERVICES, CONTENT, FEATURES OR FUNCTIONALITY, YOU REPRESENT AND WARRANT THAT (A) YOU HAVE READ AND UNDERSTAND THESE TERMS, (B) YOU AGREE TO BE BOUND BY THESE TERMS AND TO BE HELD LIABLE FOR ANY NONCOMPLIANCE THEREOF, AND (C) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS AND, IF ENTERING INTO THESE TERMS FOR AN ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY AND THAT SUCH ENTITY AGREES TO THESE TERMS (REFERENCES IN THESE TERMS TO “YOU” or “CREATOR” INCLUDE YOU AND ANY SUCH THIRD PARTY OR ENTITY). PLEASE PRINT AND KEEP A PAPER COPY AND/OR RETAIN AN ELECTRONIC COPY OF THESE TERMS FOR YOUR RECORDS.

Transaction: Pursuant to the terms set forth herein, the parties will enter into the Transaction under the terms set forth via the “Accept Offer” modal in the Zencastr Creator Portal. In addition to the financial reimbursement consideration listed in the “Accept Offer” modal the following terms and conditions shall also apply to this transaction.

Acceptance of the advertising “Offer” (as outlined and agreed to by Creator via the “Accept Offer” modal in the Creator Portal) also constitutes acceptance of the following “Transaction” terms and conditions by Creator.

PAYMENT TERMS:

1. Creator agrees to use a Paypal (paypal.com) account for receipt of payments.
2. Zencastr does not cover any Paypal or VAT fees.
3. Creator agrees to receive all payment in USD.
4. All Creator payments will be paid NET 30 for Zencastr Campaigns after receipt of invoice.
5. Brand Sponsorship (brands other than Zencastr) payments will be paid no more than 15 days after Brand makes payment to Zencastr (Brand Terms vary from NET 30 to NET 90 depending on brand contracts.)
6. Programmatic Advertising payments will be paid no more than 15 days after Zencastr is paid by the Programmatic Advertising Partner (Typically NET 90.)
7. By Accepting offers in the "Accept Offer” modal, Creator agrees to earn 60%, unless otherwise stated in the “Accept Offer” modal or from commission based earnings.
8. Any commission based payouts will be defined in the terms of the individual brand deals.
9. No commissions are owed if a purchaser cancels or refunds the product within the brand defined cancellation period.
10. Any discrepancies between sale attribution and coupon leakage will undergo an investigation to determine a potentially revised payout value to Creator. Any such payout revision shall be determined solely by Zencastr upon completion of such investigation.
11. Invoices will only be considered eligible for payment if they include requests for advertising that have already aired.
12. Zencastr reserves the right to cancel any made offers at our discretion. Creator will only be paid for Ads submitted prior to cancellation.
13. If for any reason a Brand refuses payment to Zencastr for contracted advertising, Zencastr reserves the right to terminate all payment commitments to Creator for that “Ad Offer", whether advertising has run or not.
    

NON-COMPETE. Creator shall not, during any accepted campaign and for a period of 12 months after its completion or termination, engage in any direct or indirect advertising or sponsorship agreements, negotiations, or collaborations with the Brand (as presented in the offer modal) independently or through any other third party.

Furthermore, in the event that the Brand wishes to continue or extend its collaboration with the creator beyond the initial campaign, any subsequent agreements or partnerships must be facilitated through Zencastr, ensuring continued exclusivity and cooperation between the parties.

This non-compete clause applies solely to agreements made between the creator, Zencastr, and Brand. Existing partnerships secured by the creator prior to the creator’s involvement with Zencastr’s Creator Network program are exempt from these provisions.

The Creator acknowledges and agrees that any violation of this non-compete clause may result in breach of contract.

GOVERNING LAW. This Transaction shall be governed by and construed in accordance with the internal laws of the State of Delaware (without giving effect to any choice or conflict of law provision or rule) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.

CONFIDENTIALITY. Neither party shall, directly or indirectly, disclose to any person (other than current or potential lenders or investors, or shareholders, directors, officers, employees, advisors or representatives that need to know) any information relating to the terms and conditions of this Transaction or that there may be discussions or negotiations with respect to the Transaction or the status thereof without the prior approval of the other party. Each party will direct its lenders, shareholders, directors, officers, employees and representatives to keep all such information in strict confidence; provided, that each person may disclose such matters to the extent required by law upon the advice of counsel. Notwithstanding anything provided in this Section 4 to the contrary, Zencastr may disclose the terms of this LOI or the Transaction to any member of Zencastr’s Creator Network.

NO THIRD-PARTY BENEFICIARIES. Except as specifically set forth or referred to in this LOI, nothing in this Transaction is intended or shall be construed to confer upon any person or entity other than the parties and their successors or assigns, any rights or remedies under or by reason of this Transaction.

EXPENSES. The parties will each pay their own transaction expenses, including the fees and expenses of any advisors (including, without limitation, legal and tax advisors), incurred in connection with the Transaction.

BINDING AGREEMENT. This Transaction is a binding agreement between the parties hereto and will continue in effect until the earlier of (a) execution of the IO, or (b) mutual written agreement to terminate this Transaction. Any termination of this Transaction shall not affect the rights any party has with respect to the breach of this Transaction prior to such termination.

IN WITNESS WHEREOF, this Transaction is executed and becomes effective as of the date of Creators offer acceptance via the “Accept Offer” modal.