Terms of Service

TERMS OF USE
Built to provide digital creators with access to capital through the collateralization of digital rights, Luna Market Inc. D.B.A. Insomnia Labs ("INSOMNIA", "we", "us", "our") is designing the blueprint for platform services that deliver financing solutions to content creators, artists, and digital rights holders through our CreatorFi platform. Before using our proprietary loan origination technology, carefully review these Terms of Use ("Terms").
I. ACCEPTANCE OF TERMS
These Terms govern any access or use of our loan origination platform known as CreatorFi (collectively, the "Platform") available through our website (https://creatorfi.finance), which is developed and made available by INSOMNIA, as well as any services provided on or through the Platform. By using our Platform, you (the "Creator") agree to these Terms, including Section 14 (XIV), which contains a class action waiver and a mandatory arbitration provision that waives your right to sue in court or have a jury trial. By using or accessing the Platform, you acknowledge that you have read and agree to these Terms.
INSOMNIA may change or amend these Terms at any time at its sole and absolute discretion. We encourage you to review these Terms and to check periodically for any updates or changes.
II. ELIGIBILITY FOR USE
The Creator must be at least eighteen (18) years old to access and use the Platform. By accessing the Platform, the Creator represents and warrants to INSOMNIA that you have read and fully understood these Terms, and that you have the legal authority to enter into binding loan agreements.
III. DESCRIPTION OF SERVICES
INSOMNIA is a financial technology company that provides embedded financing solutions to digital creators using rights to future income streams. Our CreatorFi platform uses machine learning technology and blockchain-based systems to originate working capital against a Creator's digital rights to future revenue from platforms such as YouTube, music streaming services, and other digital content distribution platforms.
IV. RIGHT TO USE SERVICES
INSOMNIA permits you to use the Platform for your professional and commercial use only, provided that you comply with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Platform, we grant you a non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Platform, in each case for the sole purpose of enabling you to use the Platform as permitted by these Terms. Your access and use of the Platform may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Platfor,m or other actions that we, in our sole discretion, may elect to take.
A. Digital Rights Content
The Platform allows you to collateralize your digital rights for the purposes of loan origination. With respect to any digital content streams, revenue rights, or other digital assets which you submit to the Platform in connection with receiving financing ("Digital Rights"), you represent and warrant that you either own or have all rights and licenses necessary with respect to such Digital Rights such that your Digital Rights in connection with the Platform will not result in any claim of infringement, misappropriation or other violation of any intellectual property rights, rights of privacy, rights of publicity or other rights of any third party. You are solely responsible for ensuring you have the legal right to collateralize any revenue streams associated with your Digital Rights.
B. Legal Compliance
You acknowledge that activities undertaken in connection with your use of the Platform and any Digital Rights you create through use of the Platform, including without limitation transacting in blockchain tokens or receiving financing against revenue streams, may be regulated by federal, state and local laws, rules and regulations, including without limitation the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended. You are solely responsible for complying with, and agree to comply with, all laws, rules and regulations applicable to your use of the Platform and any exploitation of any Digital Rights you create through such use.
You agree not to access, download or use the Platform from any country in which such access, download or use is prohibited by applicable law. You hereby represent and warrant that you are not (i) located in, and will not use the Platform in, a jurisdiction that is subject to United States economic sanctions, including Cuba, Iran, North Korea, Sudan, Syria or the Crimea region, (ii) a person listed on any U.S. Government blacklist (which includes the List of Specially Designated Nationals and blocked persons, the Consolidated Sanctions List administered by OFAC, and the Denied Persons List or Entity List administered by the U.S. Department of Commerce) ("Sanctioned Person"), or (iii) controlled or owned by a Sanctioned Person.
C. Conflict or Inconsistency
In case of any conflict or inconsistency between these Terms and any Loan Agreement by and between INSOMNIA and Creator, the provisions of such Loan Agreement, as between INSOMNIA and Creator, shall control.
V. THIRD-PARTY SERVICES
The Platform may include features or functionality provided by, or that interoperate with, software and services developed, owned, controlled and/or operated by third parties (such software and services, collectively, "Third-Party Services"). Third-Party Services may include, without limitation, digital currency wallets, content platforms (such as YouTube, music streaming services), and payment processors. Third-Party Services, the availability of related features and functionality within the Platform and the interoperability of the Platform with Third-Party Services may be modified, suspended or terminated at any time and without prior notice.
You agree that INSOMNIA shall have no liability with respect to any of the foregoing or with respect to any errors, defects, unavailability, security breaches or other adverse events relating to any Third-Party Services. You are solely responsible for ensuring, and agree to ensure, that your use of the Platform in connection with any and all Third-Party Services complies with all applicable policies and rules.
VI. CREATOR PAYMENTS AND LOAN DISBURSEMENT
A. Loan Disbursement
Upon approval of your loan application, INSOMNIA will disburse loan proceeds to you through the payment method selected during the application process. Loan proceeds can be disbursed in fiat currency to your designated bank account or in cryptocurrency (USDC) to your designated wallet address. You are responsible for ensuring the accuracy of all payment information provided.
B. Repayment Terms
As part of the loan agreement, you authorize INSOMNIA to receive a portion of your earnings directly from the platform partner (e.g., YouTube, Record Financial) to service your loan payments. The specific repayment terms, including the percentage of earnings to be directed toward loan repayment, will be detailed in your loan agreement.
C. Taxes and Fees
Creator is responsible for any sales, use, value-added or other governmental taxes, fees or duties due with respect to your collateralization of Digital Rights on the blockchain and any loan proceeds received.
Creator represents and warrants that any use of the Platform will not be promoted to consumers for speculative or investment purposes, or for use as a substitute for currency or other medium of exchange.
VII. FORCE MAJEURE
INSOMNIA shall not be considered to be in default or breach of these Terms, and shall be excused from performance or liability for damages to Creator, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of these Terms, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, stock or cryptocurrency market crash, smart contract failure, computer hack, DDoS attack, pandemic, labor strike, sabotage, failure of suppliers of materials, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond INSOMNIA's reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities.
Any party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. INSOMNIA shall use its best efforts to mitigate the effects of such Force Majeure events, remedy its inability to perform, and resume full performance of its obligations.
VIII. OWNERSHIP
INSOMNIA owns the name and mark and other intellectual property and proprietary technologies that constitute the brand image by which INSOMNIA is known to the public. Intellectual property and proprietary technologies owned by INSOMNIA include, but are not limited to: INSOMNIA smart contracts, logos, trademarks, product names, service marks, and copyrightable works, including but not limited to content of its internet sites, user interface, and metadata as it relates to INSOMNIA, without any limitation.
Creator owns the name and mark and other intellectual property and proprietary technologies that constitute the brand image by which Creator is known to the public. Intellectual property and proprietary technologies owned by Creator include, but are not limited to: Creator's digital content, logos, trademarks, product names, service marks, and copyrightable works, including but not limited to content of its internet sites, user interface, and metadata as it relates to Creator, without any limitation.
IX. RESTRICTIONS
The Creator agrees not to use the Platform to collateralize any digital rights that depict or encourage illegal acts, infringe any of the intellectual property rights of any third party, infringe any copyrights, infringe any trademark and/or tradedress rights, infringe any publicity rights, and/or involve pornography, racism, obscenity, violence, libel, or slander.
X. RULES OF CONDUCT
As a part of using the INSOMNIA Platform, Creator agrees to not:
Modify, translate, reverse engineer, decompile, disassemble or create derivative works based on any software created by INSOMNIA;
Hack, crack, phish, SQL inject, or otherwise threaten or actually harm the security of our systems or those of other Creators;
Use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Platform;
Use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, "mines," scrapes, extracts, or otherwise accesses the Platform to monitor, extract, copy or collect information or data from or through the Platform, or engage in any manual process to do the same;
Violate any applicable law or regulation in connection with your access to or use of the Platform;
Provide false, inaccurate, or misleading information in connection with your loan application of Digital Rights;
Use the loan proceeds for any purpose other than the business purpose stated in your loan application; or
Access or use the Platform in any way not expressly permitted by these Terms.
XI. LOAN TERMS AND UNDERWRITING
INSOMNIA uses a proprietary credit risk assessment model to determine loan eligibility, size, and interest rates. Our model considers factors including:
Creator Earnings (historical revenue data)
Audience Engagement metrics
Content Performance records
Payment History & Disputes
Creator Behavior and Platform Compliance
Based on these factors, INSOMNIA assigns a proprietary credit risk score (0-850) that determines:
Loan eligibility (minimum score of 500 required)
Loan size (based on average monthly earnings)
Interest rate (ranging from 1.5% to 3.5% monthly)
Expected loss calculations
By using the Platform, you authorize INSOMNIA to access your platform data through our partners (e.g., YouTube, Record Financial) to perform this underwriting. The specific terms of your loan, including amount, duration, interest rate, and repayment schedule, will be provided in a separate Loan Agreement.
XII. ASSUMPTION OF RISK
Platform transactions, including but not limited to loan origination of Digital Rights, and repayment mechanisms may utilize blockchain technology, including tokens, consensus algorithms, and decentralized or peer-to-peer networks and systems. Creator acknowledges and agrees that such technologies are may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the designated blockchain (i.e., "forks") which can adversely affect the smart contracts and may expose you to a risk of loss or lost opportunities.
XIII. DISCLAIMER OF WARRANTIES
THIS PLATFORM AND ITS CONTENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. BY USING THIS PLATFORM, CREATOR ACCEPTS SOLE RESPONSIBILITY FOR ANY AND ALL TRANSACTIONS.
XIV. LIMITATION OF LIABILITY
CREATOR AGREES TO HOLD US, OUR AFFILIATED AND RELATED COMPANIES, AND EACH OF THEIR RESPECTIVE DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, LICENSEES AND ASSIGNS, HARMLESS FROM ANY LOSSES, DAMAGES, CLAIMS, COSTS AND EXPENSES YOU MAY INCUR AS A CONSEQUENCE OF COLLATERALIZING YOUR DIGITAL RIGHTS ON PLATFORM INCLUDING BUT NOT LIMITED TO ANY AND ALL THIRD-PARTY CLAIMS, INCLUDING ATTORNEYS' FEES AND COSTS, WITHOUT LIMITATION.
XV. DISPUTE RESOLUTION
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. CREATOR AGREES TO WAIVE ANY CLASS ACTION STATUS, CLASS ARBITRATION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING. IF A DISPUTE BETWEEN INSOMNIA AND CREATOR ARISES, THEN THE DISPUTE SHALL BE DETERMINED AND RESOLVED BY BINDING ARBITRATION IN NEW CASTLE COUNTY, DELAWARE IN ACCORDANCE WITH THE COMMERCIAL RULES OF ARBITRATION ("RULES") OF THE JUDICIAL ARBITRATION AND MEDIATION SERVICES ("JAMS") BEFORE ONE ARBITRATOR APPLYING THE LAWS OF THE STATE OF DELAWARE. THE ARBITRATOR SHALL BE SELECTED BY THE PROCEDURES PRESCRIBED BY THE JAMS RULES. ANY AWARD RENDERED BY THE ARBITRATOR SHALL BE FINAL AND BINDING UPON INSOMNIA AND CREATOR, AND JUDGMENT THEREOF MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THE COSTS SHALL BE BORNE BY THE PARTY THAT INITIATES ARBITRATION.
XVI. PRIVACY
INSOMNIA may collect any cookies, IP addresses, or Creator data in connection with your use of the Platform. This is subject to change. Creator understands that INSOMNIA may work with third-party applications that collect data, such as platform partners, payment processors, or identity verification services. Additionally, Creator understands that the blockchain networks used in concert with the Platform exist on a public blockchain and all of your payment transaction history initiated through the Platform is inherently be public.
By using the Platform, you authorize INSOMNIA and its platform partners to access your account data, revenue information, and content performance metrics for the purposes of loan underwriting, servicing, and compliance.
XVII. SEVERABILITY
If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Terms.
XVIII. GOVERNING LAW
These Terms will be governed exclusively by the laws of Delaware without regard to its conflicts of laws provisions that would cause the application of the laws of any other jurisdiction. Any dispute between INSOMNIA and Creator that is not subject to arbitration will be resolved in the state or federal courts located in New Castle County. Creator understands and agrees that your use of the Platform as contemplated by these Terms shall be deemed to have occurred in Delaware state. Creator consents to the jurisdiction of such courts, agrees to accept service of process by mail, and waives any jurisdictional or venue defenses otherwise available.
XIX. INDEMNITY
INSOMNIA is solely responsible for the Platform and not for any deliverables to Creator's End Users. Creator agrees to (i) defend INSOMNIA against any and all claims and/or lawsuits in any form brought by Creator's End Users or any other third party against INSOMNIA arising out of Creator's use of the Platform or breach of its own contractual obligations to Creator's End User with respect to the use of the Platform, (ii) pay actual and direct liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees and costs, incurred in defense and/or in enforcement of this provision) incurred by INSOMNIA with respect to same, and (iii) include a provision in its contract with Creator's End Users stating that Creator's End User will not bring any claims against INSOMNIA arising out of the use of the Platform. The limitation of liability in this provision shall not apply to INSOMNIA's obligations and liability pursuant to any other Services Agreement entered into between Creator and INSOMNIA as of the acceptance of these Terms.
XX. DEFAULT AND REMEDIES
In the event Creator fails to make payments as required under the loan agreement or otherwise breaches these Terms or the loan agreement, INSOMNIA reserves the right to:
Accelerate the loan and declare the entire unpaid balance immediately due and payable;
Increase the interest rate on the outstanding balance as specified in the loan agreement;
Report the default to credit bureaus or credit reporting agencies;
Enforce its rights against the Digital Rights collateral;
Exercise any other rights or remedies available under the loan agreement, these Terms, or applicable law.
Creator acknowledges that default may result in the loss of rights to future revenue streams that have been pledged as collateral.
XXI. ENTIRE AGREEMENT
These Terms, together with the Loan Agreement, constitute the entire agreement between INSOMNIA and Creator with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between Creator and INSOMNIA with respect to the Platform.
By using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms.