Terms Of Service

Effective Date: May 25, 2022

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER (SECTION 19), WHICH AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE FUNDMATES SITES OR SERVICES.

1. Introduction and Acceptance

These Terms of Service (“Terms”) form a binding agreement between Fundmates Inc., a Delaware corporation with its principal office at 300 Delaware Ave, Ste 210 #574, Wilmington, DE 19801 (“Fundmates,” “we,” “us,” or “our”), and you, the individual or entity accessing or using our websites, applications, and services (“you,” “your,” or “Creator”).

These Terms govern your access to and use of: (a) www.fundmates.com, platform.fundmates.com, and any related subdomains (the “Sites”); (b) the Fundmates online platform, dashboard, calculators, chat, and other tools (the “Platform”); and (c) the funding, financial, advisory, and creator-support services we make available through the Sites or Platform (collectively with the Sites and Platform, the “Services”).

By accessing or using the Services, by clicking “I agree,” or by signing or accepting any document that incorporates these Terms by reference, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy at www.fundmates.com/privacy-policy. If you accept these Terms on behalf of an entity, you represent that you have authority to bind that entity, in which case “you” refers to that entity.

2. About Fundmates

Fundmates is a financial-services platform that provides upfront capital to qualifying online content creators (“Funding”) in exchange for a contractual right to receive a share of the Creator’s future advertising revenue from designated YouTube channels for an agreed term (a “Funding Agreement”). Fundmates is not a chartered bank or traditional lending institution. Disbursements and ongoing payments may be facilitated through one or more partnered financial institutions, which are FDIC-member banks. Fundmates is not affiliated with any other organizations with similar names.

Funding offered by Fundmates is structured as the purchase of a contractual right to a share of future advertising revenue, not as a loan. There is no fixed repayment obligation independent of advertising revenue, no payment schedule that does not depend on advertising revenue, and no recourse against the Creator beyond the rights and remedies expressly set forth in the applicable Funding Agreement.

3. Eligibility

To access or use the Services, you must:

Be at least 18 years of age and of legal majority in your jurisdiction;
Be the verified owner of, or have legal authority to enter into agreements regarding, the YouTube channel(s) you submit to Fundmates;
Have a valid YouTube account in good standing and an active AdSense or YouTube Partner Program participation;
Have the legal capacity to enter into a binding contract;
Not be a person with whom U.S. persons are prohibited from transacting under applicable sanctions, anti-money-laundering, or export-control laws (including OFAC, FinCEN, and equivalent regimes);
Not be located in, or a national or resident of, any country or region subject to comprehensive U.S. sanctions; and
Comply with all applicable laws, regulations, and platform policies (including YouTube’s Terms of Service, Community Guidelines, and AdSense policies).

We may refuse, suspend, or terminate access to the Services for any person or entity that does not meet these criteria, in our sole discretion.

4. Accounts and Channel Connection

To use most Services, you must create a Fundmates account and connect your YouTube channel via Google OAuth. You agree to: (a) provide accurate, current, and complete information; (b) keep your information up to date; (c) maintain the confidentiality of your account credentials; (d) be responsible for all activity under your account; and (e) notify us immediately of any unauthorized access. We are not liable for losses caused by unauthorized use of your account that results from your failure to safeguard your credentials.

By connecting your YouTube channel, you authorize Fundmates to access and use Google account data through Google APIs as described in our Privacy Policy and consistent with Google API Services User Data Policy and Limited Use requirements. You may revoke this authorization at any time at https://myaccount.google.com/permissions, but doing so does not relieve you of obligations under any Funding Agreement already in effect.

5. Application and Funding Process

5.1 No Offer or Commitment

The Sites, Platform, funding calculators, marketing materials, indicative offers, and any communications prior to execution of a Funding Agreement are for informational purposes only. They do not constitute an offer, commitment, or binding obligation of any kind. Fundmates is under no obligation to provide Funding to any applicant. All Funding is subject to underwriting, verification, internal approval, KYC/AML/OFAC review, and execution of a Funding Agreement satisfactory to Fundmates.

5.2 Calculator Disclaimer

Outputs of the funding calculator and other estimation tools are illustrative only and based on inputs you provide. They are not offers, projections, guarantees, or financial advice, and actual terms may differ materially.

5.3 Funding Agreement Controls

If Fundmates approves your application, the specific terms of your Funding (including amount, term, revenue-share percentage, cap, fees, channels covered, payout mechanics, defaults, and remedies) will be set out in a separate Funding Agreement. In the event of any conflict between these Terms and the Funding Agreement, the Funding Agreement controls with respect to its subject matter.

5.4 Underwriting and Verification

You authorize Fundmates and its service providers to verify your identity and the information you submit, including by performing KYC, AML, OFAC, sanctions, and fraud screening, requesting tax forms (such as IRS Form W-9 or W-8BEN/W-8BEN-E), and reviewing publicly available channel data and analytics. You agree to cooperate with reasonable verification requests.

6. Fundmates Plus and Creator-Support Services

We may offer additional creator-support services (“Plus Services”), which may include video editing, thumbnail design, channel-growth consulting, MCN access, content distribution, and channel translation. Plus Services are provided on an as-available basis and may be modified, suspended, or discontinued at any time. Specific Plus Services may be subject to additional terms, scope-of-work documents, or eligibility requirements that we will provide separately. Use of Plus Services does not constitute a guarantee of channel performance, audience growth, or revenue.

7. Fees, Payments, and Taxes

Use of the Sites and Platform is generally free for Creators. Fees, revenue-share rates, deductions, and any other amounts owed under a Funding Agreement are set forth in the Funding Agreement. Unless expressly stated otherwise, all amounts are stated in U.S. dollars and are exclusive of applicable taxes.

You are solely responsible for any taxes (including income taxes) arising from amounts you receive from Fundmates or from advertising revenue generated by your channels. You are responsible for completing and delivering accurate tax forms (e.g., W-9, W-8BEN, W-8BEN-E) and for reporting income to the relevant tax authorities. Fundmates may be required to issue tax information returns (such as IRS Form 1099) and to perform backup withholding where required by law.

8. Acceptable Use

You agree not to, and not to attempt to:

Use the Services in violation of any applicable law, regulation, or third-party right;
Submit false, misleading, or fraudulent information, including in your application or in any tax form;
Use the Services to launder money, finance terrorism, or evade sanctions;
Manipulate, inflate, or artificially generate channel views, watch time, AdSense revenue, or other channel metrics, including by using bots, click farms, sub4sub schemes, incentivized traffic, view-bots, or other inauthentic engagement;
Upload, post, or distribute content on covered channels that violates YouTube’s Terms of Service, Community Guidelines, or AdSense policies, or that infringes intellectual-property rights or contains unlawful material;
Reverse engineer, decompile, scrape, or copy the Sites, Platform, or Services, or use any robot, spider, or automated means to access them, except as permitted by law;
Probe, scan, or test the vulnerability of, or breach the security of, any Fundmates system or network, except in accordance with a written authorization from us;
Interfere with or disrupt the Services, including by introducing malware or by overloading systems;
Use the Services to compete with Fundmates or to develop a competing product;
Misrepresent your relationship with Fundmates or any of our partners; or
Encourage or assist any third party in doing any of the foregoing.

9. Channel Obligations During the Funding Term

During the term of any Funding Agreement, you agree to:

Maintain the covered channel(s) in good standing on YouTube and AdSense, and continue creating and uploading content consistent with your past practice;
Keep AdSense monetization enabled on covered channels and not redirect, deactivate, transfer, or sell covered channels except as permitted by the Funding Agreement;
Not take any action intended to reduce, divert, or obscure advertising revenue from covered channels (including disabling monetization on a meaningful portion of videos);
Promptly notify us of any material change in channel ownership, AdSense status, MCN affiliation, strikes, demonetization events, or significant content-strategy shifts;
Cooperate with reasonable requests for analytics, reports, and information necessary to administer the Funding Agreement; and
Comply with the specific covenants and undertakings set out in your Funding Agreement, which control over the general statements above.

10. Intellectual Property

10.1 Fundmates IP

Fundmates and its licensors own all right, title, and interest in and to the Sites, Platform, Services, and all associated software, content, designs, graphics, trademarks, logos, and intellectual property (“Fundmates IP”). Subject to your compliance with these Terms, Fundmates grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Sites and Platform for your internal use in connection with the Services. No other rights are granted by implication or otherwise.

10.2 Creator IP

You retain ownership of your channel(s), videos, content, trademarks, name, image, likeness, and brand (“Creator IP”). Fundmates does not acquire or license your back catalog, content, or brand merely by providing Funding.

10.3 Limited Marketing License

You grant Fundmates a non-exclusive, royalty-free, worldwide license to use your channel name, logo, profile image, public channel statistics, and a reasonable amount of publicly available video thumbnails or excerpts solely to identify you as a Fundmates customer in marketing, case studies, social media, investor materials, and similar communications, subject to any opt-out you communicate to us in writing. We will not modify your content in a way that is misleading or that disparages you.

10.4 Feedback

If you provide suggestions, ideas, or feedback about the Services (“Feedback”), you grant Fundmates a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback for any purpose, without obligation to you.

11. Confidentiality

You agree to keep confidential all non-public information disclosed by Fundmates in connection with the Services, including the existence and terms of any indicative or final offer, the contents of any Funding Agreement, underwriting methodology, pricing, and business plans (“Confidential Information”). You may disclose Confidential Information to your professional advisors (e.g., legal, tax, financial) bound by duties of confidentiality, and as required by law (with prompt written notice to Fundmates where lawful). Confidential Information does not include information that is or becomes public through no fault of yours, was known to you without confidentiality obligations before disclosure, or is independently developed by you without use of our Confidential Information.

12. DMCA and Copyright Complaints

Fundmates respects intellectual-property rights. If you believe content displayed on the Sites infringes your copyright, please send a notice that complies with 17 U.S.C. § 512(c)(3) to our designated agent:

Fundmates Inc., DMCA Agent

300 Delaware Ave, Ste 210 #574

Wilmington, DE 19801, USA

Email: hello@fundmates.com

We may remove allegedly infringing content and terminate the accounts of repeat infringers in appropriate circumstances. Knowingly making a material misrepresentation in a DMCA notice or counter-notice may result in liability.

13. Third-Party Services

The Services interoperate with third-party platforms and services, including YouTube, Google (including AdSense and YouTube APIs), Meta, banking and payment partners, KYC/AML providers, MCNs, and creator-tool partners (“Third-Party Services”). Your use of Third-Party Services is governed by their own terms and privacy policies. Fundmates is not responsible for, and disclaims all liability arising out of, Third-Party Services. You are responsible for complying with the applicable terms of each Third-Party Service, including (without limitation) YouTube’s Terms of Service available at https://www.youtube.com/t/terms and Google’s Privacy Policy available at https://policies.google.com/privacy.

14. Suspension and Termination

We may suspend or terminate your access to the Sites, Platform, or Services at any time, with or without notice, if we believe in good faith that: (a) you have breached these Terms or any Funding Agreement; (b) your continued use creates legal, regulatory, security, or fraud risk to Fundmates, our partners, or other Creators; (c) we are required to do so by law, court order, or regulatory authority; or (d) we discontinue the Services. Termination of these Terms does not, by itself, terminate any Funding Agreement, which is governed by its own termination provisions. Sections that by their nature should survive termination (including Sections 7, 8, 10, 11, 14–20) will survive.

15. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITES, PLATFORM, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. FUNDMATES DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

FUNDMATES DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF MALICIOUS CODE. FUNDMATES MAKES NO WARRANTY REGARDING ANY THIRD-PARTY SERVICE OR REGARDING ANY OUTCOMES (INCLUDING REVENUE, AUDIENCE GROWTH, OR PERFORMANCE) RESULTING FROM USE OF THE SERVICES.

Nothing in the Services constitutes legal, tax, accounting, financial, or investment advice. You are encouraged to consult your own professional advisors before entering into any Funding Agreement.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FUNDMATES OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF FUNDMATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FUNDMATES’ TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SITES, PLATFORM, OR PLUS SERVICES (BUT EXCLUDING LIABILITY UNDER ANY FUNDING AGREEMENT, WHICH IS GOVERNED BY THAT AGREEMENT) WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100) OR (B) THE TOTAL FEES YOU PAID TO FUNDMATES FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent any such limitation is held unenforceable, it will be limited to the minimum extent permitted by law, and the remainder of these Terms will continue in full force and effect.

17. Indemnification

You will defend, indemnify, and hold harmless Fundmates and its affiliates, officers, directors, employees, and agents from and against any third-party claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your access to or use of the Services; (b) your breach of these Terms or any Funding Agreement; (c) your content, channels, or videos; (d) your violation of any law or third-party right (including platform policies of YouTube, Google, or other Third-Party Services); or (e) any misrepresentation made by you. Fundmates may, at its option, assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with our defense.

18. Governing Law and Venue

These Terms and any dispute or claim arising out of or related to these Terms or the Services are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, except that the Federal Arbitration Act governs the interpretation and enforcement of Section 19. Subject to Section 19, the parties consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware for any matter not subject to arbitration, and waive any objection to that venue.

19. Binding Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND FUNDMATES TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR JURY TRIAL.

19.1 Informal Resolution

Before initiating arbitration, you and Fundmates agree to attempt to resolve any dispute informally for at least sixty (60) days. To begin, send a written notice describing the dispute and the relief sought to hello@fundmates.com (subject line: “Dispute Notice”).

19.2 Agreement to Arbitrate

Except as set forth in Section 19.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Services (“Dispute”) will be resolved by binding individual arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (or, where applicable, the JAMS Comprehensive Arbitration Rules and Procedures), as modified by this Section. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.

19.3 Procedure

Arbitration will be conducted by a single arbitrator. The seat of arbitration is Wilmington, Delaware, although you may elect to participate by telephone or video conference. The arbitrator may award the same remedies a court could award, but only on an individual basis and only to the extent necessary to provide relief to the individual claimant. The arbitrator’s award is final and binding and may be entered as a judgment in any court of competent jurisdiction.

19.4 Class Action Waiver

YOU AND FUNDMATES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR HAS NO AUTHORITY TO HEAR CLASS-WIDE OR CONSOLIDATED CLAIMS. IF THIS WAIVER IS HELD UNENFORCEABLE, THE ENTIRE ARBITRATION AGREEMENT IS NULL AND VOID, BUT THE REMAINDER OF THESE TERMS WILL CONTINUE IN EFFECT.

19.5 Exceptions

Either party may (a) bring an individual action in small-claims court for claims within that court’s jurisdiction; (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement of intellectual-property rights or breach of confidentiality obligations; and (c) pursue claims that, by law, cannot be subject to mandatory arbitration.

19.6 Opt-Out

You may opt out of this arbitration agreement by sending a written opt-out notice to hello@fundmates.com (subject line: “Arbitration Opt-Out”) within thirty (30) days after first accepting these Terms. The notice must include your full name, mailing address, and a clear statement that you wish to opt out of arbitration. Opting out does not affect any other provision of these Terms.

19.7 Jury Trial Waiver

TO THE EXTENT ANY CLAIM PROCEEDS IN COURT RATHER THAN ARBITRATION, YOU AND FUNDMATES EACH WAIVE ANY RIGHT TO A JURY TRIAL.

20. General Provisions

20.1 Changes to Terms

We may modify these Terms from time to time. Material changes will be communicated by posting the revised Terms with a new “Last Updated” date and, where appropriate, by additional notice (such as email or a notice on the Sites). Your continued use of the Services after the revised Terms take effect constitutes acceptance, except that changes to Section 19 will not apply retroactively to disputes of which Fundmates had actual notice prior to the change.

20.2 Force Majeure

Fundmates is not liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, third-party service outages, or pandemics.

20.3 Assignment

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, or sale of all or part of our business, or otherwise to an affiliate. Any prohibited assignment is void.

20.4 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ intent.

20.5 No Waiver

A failure or delay by Fundmates in exercising any right is not a waiver of that right. Waivers must be in writing and signed by Fundmates.

20.6 Notices

We may give notice to you by email to the address associated with your account, by posting on the Sites, or by any other reasonable means. You will give notice to us at hello@fundmates.com or by mail to the address in Section 1, with a copy by email.

20.7 Independent Contractors

Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between you and Fundmates. Neither party may bind the other.

20.8 Export and Sanctions

You represent that you are not located in, and will not access the Services from, a country subject to comprehensive U.S. sanctions, and that you are not a person with whom U.S. persons are prohibited from transacting under applicable sanctions or export-control laws.

20.9 Entire Agreement

These Terms, together with the Privacy Policy and any Funding Agreement or other written agreement between you and Fundmates, constitute the entire agreement between you and Fundmates concerning the Services and supersede all prior or contemporaneous communications and proposals on that subject. In case of conflict, the order of precedence is: (1) Funding Agreement (with respect to its subject matter), (2) these Terms, (3) the Privacy Policy.

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