Terms of Service

2.1. You must be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, whichever is greater, to use the Platform.

2.2. You must have the legal capacity to enter into a binding agreement in your jurisdiction.

2.3. You must not be located in, or a citizen or resident of, any jurisdiction where the use of the Platform or participation in Revenue-Sharing Instruments would be prohibited by applicable law or regulation.

2.4. You must not appear on any sanctions list maintained by the United States Department of the Treasury's Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, or any other applicable sanctions authority.

2.5. You must successfully complete the Company's Know Your Customer (KYC) and Anti-Money Laundering (AML) verification procedures prior to participating in any Offering or investment activity on the Platform.

3.1. To access certain features of the Platform, you must register for an account by providing accurate, current, and complete information. You agree to update your information promptly if it changes.

3.2. You are solely responsible for maintaining the confidentiality of your account credentials, including your password. You agree to notify the Company immediately of any unauthorized access to or use of your account.

3.3. The Company reserves the right to suspend or terminate any account that provides false, inaccurate, or incomplete information, or that we reasonably believe has been compromised.

3.4. Each individual may register only one account. Multiple accounts held by the same individual may be suspended or terminated.

3.5. The Company may require additional verification at any time, including but not limited to enhanced due diligence for large transactions or as required by applicable regulations.

4.1. Account Connection. Creators authorize the Company to access revenue data from their connected platform accounts (YouTube, TikTok, Spotify) via OAuth or similar authentication mechanisms. This access is read-only and is used solely for valuation, scoring, and revenue verification purposes. The Company does not access login credentials.

4.2. Revenue-Sharing Terms. Creators may set the following parameters for their Offerings, subject to Platform guidelines: (a) revenue share percentage, typically between 10% and 30% of verified platform revenue; (b) contract duration of 12, 18, 24, 36, 60 months, or lifetime; and (c) fundraising target amount.

4.3. Representations. By launching an Offering, Creators represent and warrant that: (a) they are the sole owner or authorized operator of the connected platform accounts; (b) the revenue data accessible through their accounts is accurate and has not been artificially manipulated; (c) they have the legal right to enter into revenue-sharing arrangements; and (d) they will continue to operate their accounts in good faith during the contract term.

4.4. Platform Fee. The Company charges a one-time platform fee of ten percent (10%) of the total capital raised in each Offering. This fee is deducted at the time of fund disbursement.

4.5. Revenue Share Obligations. During the contract term, the Creator's agreed revenue share percentage will be calculated based on verified platform revenue and distributed to Investors monthly. The Company facilitates this process through automated smart contract mechanisms.

4.6. Prohibited Conduct. Creators shall not: (a) artificially inflate views, engagement, or revenue metrics; (b) use bots, click farms, or other fraudulent methods to manipulate performance data; (c) create multiple accounts or Offerings that circumvent Platform rules; or (d) provide false or misleading information in connection with their Offering.

4.7. Satei AI Scoring. All Creators are subject to evaluation by Satei AI. The Company reserves the right to decline or suspend any Offering based on AI-generated risk assessments, fraud detection signals, or failure to meet eligibility criteria.

5.1. Nature of Investment. Revenue-Sharing Instruments are contractual arrangements entitling Investors to a share of a Creator's verified platform revenue. They do not represent equity ownership, debt obligations, profit-sharing interests, or ownership of any content, intellectual property, or platform accounts.

5.2. No Guarantee of Returns. Returns on Revenue-Sharing Instruments are directly tied to the Creator's actual platform revenue. If a Creator's revenue declines or ceases, Investor dividends will decrease or stop proportionally. The Company makes no guarantees regarding the amount, timing, or consistency of returns.

5.3. Commitment Period. Investments in Revenue-Sharing Instruments are committed for the full duration of the contract term. Early withdrawal or redemption is not available at launch. The Company may introduce secondary market functionality in future updates, but this is not guaranteed.

5.4. Dividend Distribution. Dividends are calculated monthly based on verified Creator revenue and distributed automatically in USDC to the Investor's Wallet. A processing fee of one point three percent (1.3%) is applied to each distribution.

5.5. Investor Acknowledgments. By participating in any Offering, Investors acknowledge and accept that: (a) all investments carry risk and past performance does not guarantee future results; (b) Revenue-Sharing Instruments are not FDIC insured and are not guaranteed by any government agency; (c) the Company does not provide investment advice; and (d) the Investor has conducted their own due diligence.

5.6. Suitability. Investors should only invest amounts they can afford to have at risk for the full contract duration. The Company may implement suitability controls and reserves the right to limit investment amounts based on risk assessment.

6.1. Creator Platform Fee: Ten percent (10%) of total capital raised per Offering, deducted at fund disbursement. This is a one-time fee.

6.2. Dividend Processing Fee: One point three percent (1.3%) of each monthly dividend distribution, deducted prior to distribution to Investors.

6.3. No Hidden Fees: There are no subscription fees, monthly maintenance fees, or account closure fees for any Users.

6.4. Fee Modifications: The Company reserves the right to modify its fee structure with no less than thirty (30) days' prior written notice to affected Users. Continued use of the Platform after the effective date of fee changes constitutes acceptance.

6.5. Taxes: Users are solely responsible for determining and fulfilling any tax obligations arising from their use of the Platform, including but not limited to income tax on investment returns. The Company does not provide tax advice and is not responsible for Users' tax obligations.

7.1. The Platform utilizes artificial intelligence and automated systems, including Satei AI, for creator valuation, risk scoring, fraud detection, deal optimization, and revenue estimation.

7.2. AI-generated scores, valuations, grades, and assessments are informational tools provided to assist Users in making decisions. They do not constitute investment advice, financial recommendations, guarantees of performance, or endorsements of any Creator or Offering.

7.3. While the Company endeavors to ensure the accuracy of AI outputs, no AI system is infallible. Users should not rely solely on AI-generated information and should conduct their own independent due diligence.

7.4. The Company reserves the right to modify, update, or retrain its AI systems at any time to improve accuracy and performance. Changes to AI systems may affect Creator scores and valuations.

8.1. Company IP. The Platform, including all software, algorithms (including Satei AI), interfaces, content, branding, trademarks, trade names, and documentation, is the exclusive property of the Company or its licensors and is protected by intellectual property laws.

8.2. Creator Content. Creators retain full ownership of their content, platform accounts, channels, videos, music, and all associated intellectual property. Nothing in these Terms transfers any ownership of Creator content to the Company or to Investors.

8.3. Limited License. The Company grants Users a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for its intended purposes and in accordance with these Terms.

8.4. Restrictions. Users shall not: (a) copy, modify, or reverse-engineer any portion of the Platform; (b) use the Company's trademarks without prior written consent; (c) scrape, crawl, or extract data from the Platform through automated means; or (d) use the Platform for any purpose other than its intended use.

9.1. Investment Risk. All investments in Revenue-Sharing Instruments carry inherent risk. The value of your investment and any returns are not guaranteed and may be less than your original investment.

9.2. Creator Revenue Risk. Creator revenue is variable and depends on factors outside the Company's control, including but not limited to content creation frequency, audience behavior, platform algorithm changes, advertising market conditions, and seasonal fluctuations.

9.3. Platform Risk. YouTube, Spotify, TikTok, and other third-party platforms may change their monetization policies, API access, or terms of service, which could impact Creator revenue and the Platform's operations.

9.4. Regulatory Risk. The regulatory environment for digital assets, revenue-sharing instruments, and creator finance is evolving. Changes in laws or regulations could impact the Platform's ability to operate or the legal treatment of Revenue-Sharing Instruments.

9.5. Technology Risk. The Platform relies on blockchain technology, smart contracts, and third-party APIs, all of which are subject to technical failures, bugs, or vulnerabilities.

9.6. Stablecoin Risk. USDC, while designed to maintain a 1:1 peg to the US dollar, is subject to the financial health and operational integrity of its issuer (Circle). Depegging events, however unlikely, could affect the value of distributions.

9.7. Liquidity Risk. Revenue-Sharing Instruments are not freely tradeable at launch. Investments are committed for the contract duration. Users should consider this illiquidity before investing.

9.8. No Insurance. Investments on the Platform are NOT deposits at a bank, are NOT insured by the Federal Deposit Insurance Corporation (FDIC) or any other government agency, and are NOT guaranteed by the Company.

13.1. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

13.2. Informal Resolution. Before initiating any formal dispute resolution proceeding, you agree to first contact the Company at hello@clockvest.com to attempt to resolve the dispute informally. The parties shall use good faith efforts to resolve any dispute within thirty (30) days of initial contact.

13.3. Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms that is not resolved through informal resolution shall be settled by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, or remotely at the mutual agreement of the parties. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.4. Class Action Waiver. YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

13.5. Small Claims Exception. Notwithstanding the arbitration provision, either party may bring a claim in small claims court if it qualifies for such jurisdiction.

14.1. Company's Right. The Company may suspend or terminate your account and access to the Platform at any time, with or without cause, and with or without notice, including but not limited to cases of Terms violation, suspected fraud, regulatory requirements, or extended inactivity.

14.2. User's Right. You may close your account at any time by contacting hello@clockvest.com. Account closure does not release you from any outstanding obligations, including active Revenue-Sharing Instrument commitments.

14.3. Survival. Sections 1, 5 (Investor acknowledgments), 8 (Intellectual Property), 9 (Risk Disclosures), 11 (Limitation of Liability), 12 (Indemnification), 13 (Dispute Resolution), and 14.3 (Survival) shall survive any termination or expiration of these Terms. All active Revenue-Sharing Instruments shall continue in effect according to their terms regardless of account termination.

14.4. Data Retention. Following account termination, the Company may retain your data as required by applicable law, regulatory obligations, or for legitimate business purposes as described in our Privacy Policy.

15.1. The Company reserves the right to modify these Terms at any time. Material changes will be communicated to Users via email or in-Platform notification no less than thirty (30) days before taking effect.

15.2. Continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Platform.

15.3. Non-material changes (such as corrections of typographical errors or updates to contact information) may take effect immediately without prior notice.

16.1. Entire Agreement. These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and the Company regarding your use of the Platform.

16.2. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

16.3. Waiver. The Company's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

16.4. Assignment. The Company may assign these Terms or any rights hereunder without your consent. You may not assign these Terms without the Company's prior written consent.

16.5. Force Majeure. The Company shall not be liable for any failure or delay in performing its obligations due to circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, war, government actions, or failures of third-party services.

16.6. Notices. Notices to the Company should be sent to hello@clockvest.com or Clock Technologies Inc., 2006 Windcastle Dr, Mansfield, TX 76063. Notices to Users will be sent to the email address associated with their account.