These Creator Fund Terms apply when you join the Crushed Creator Fund (the “Fund”) from Crushed Studio. They add to the Creator Agreement and are the separate compensation terms that Agreement refers to. You accept them by ticking the box when you join. If we materially change them, we’ll ask you to accept the new version, and you won’t earn allocations for months that close before you do.
1. What the Fund is
Crushed LLC (“Crushed”) has set aside a pool equal to 5% of its fully diluted equity to compensate creators for the services they provide in building the Crushed community (the “Pool”). Crushed intends to release the Pool in monthly tranches over about 48 months (by default 0.104166% of Crushed per month). Each month’s tranche is allocated among Fund members by engagement, as described below. Crushed’s managers decide the size of each tranche and may release less, release nothing, or extend the schedule.
Percentages are measured against Crushed’s fully diluted equity when each grant is made. Later financings, new equity issuances and other changes to Crushed’s capitalization will dilute every holder, including you.
2. Allocations are not equity until a grant is signed
The Studio shows the equity allocations you’ve earned. An allocation is a record that you’ve qualified for a grant. It is not itself equity, a security, or a promise of a particular value. Equity is issued only when you and Crushed sign a written grant agreement approved by Crushed’s managers. That agreement, together with Crushed’s operating agreement, controls over these Terms and may include:
- the form of the equity. Because Crushed is a limited liability company, grants are expected to be profits interests or other membership units in the LLC rather than stock;
- vesting conditions, and Crushed’s right to repurchase or forfeit equity in some circumstances;
- restrictions on selling, transferring or pledging the equity. There is no public market for it, and there may never be one;
- your agreement to become bound by Crushed’s operating agreement.
Crushed may combine several months’ allocations into one grant and may require you to provide your legal name, address, tax information and confirmation of eligibility first.
3. Who can join
- You have a live, unsuspended page on Crushed and you’ve accepted the current Creator Agreement.
- You’re in good standing with the Community Guidelines.
- To receive a grant, you must be eligible under the securities laws that apply to you. Crushed generally expects to rely on exemptions for compensatory grants to people who provide bona fide services, such as SEC Rule 701 and California Corporations Code section 25102(o). If no exemption is available for you, for example because of where you live, Crushed may offer a cash or other equivalent instead, or may decline to make the grant.
- If you act for a brand or dispensary page, the allocation is made to that business, and you confirm you can accept it on its behalf.
To earn an allocation for a month, you must be a member at the end of that month. If you leave the Fund, you stop earning new allocations, but allocations from months already finalized are unaffected.
4. How engagement is scored
Your monthly score comes only from Crushed’s own first-party data about your page:
- 1 point per distinct visitor to your page;
- 0.2 points per page view;
- 3 points per distinct visitor per day who taps one of your picks;
- 5 points per new post, up to 12 posts a month.
You need at least 10 points in a month to share in it. Your share of that month’s tranche is your score divided by the total score of every eligible member. When enough members qualify, no one member receives more than 25% of a month’s tranche; anything above that is shared among the others by score. If no member qualifies, the tranche stays in the Pool. We may change the scoring formula prospectively by updating these Terms.
5. Fair play
Engagement must come from real people. Buying traffic, bots, click farms, self-clicking, incentivized or deceptive clicks, or any other artificial engagement isn’t allowed. Crushed may exclude traffic it believes is invalid, recalculate or cancel an allocation that hasn’t been granted yet, exercise any forfeiture or repurchase right in a grant agreement, and remove you from the Fund.
6. Taxes and risk
- Equity received for services may be taxable income to you, and LLC equity can create ongoing tax reporting (for example, a Schedule K-1 each year) and tax on your share of Crushed’s profits even when nothing is distributed to you. Elections such as a Section 83(b) election may have short deadlines. Get your own tax advice. Crushed doesn’t give tax, legal or investment advice.
- Equity in an early-stage private company is risky and illiquid and may become worthless. Nothing Crushed says about the Fund is a projection of value.
- You’re responsible for your own taxes. Crushed may withhold or report as required by law.
7. Statements
After each month closes we calculate the split, review it, and then finalize it. Finalized allocations appear in your Studio under Creator Fund. If you think a statement is wrong, tell us within 60 days of it being finalized.
8. Changes and ending the Fund
You can leave the Fund at any time from the Studio. Crushed may change, pause or end the Fund, or the size of the Pool, for future months with notice in the Studio. Allocations for months already finalized will still be offered as grants, subject to sections 2, 3 and 5.
9. Not an offering
The Fund is a compensation program for creators’ services. Nothing on Crushed is an offer to sell, or a solicitation of an offer to buy, any security, and you can’t pay or invest money to join.
10. Contact
Crushed LLC, 432 Geary Blvd, Unit #492, San Francisco, CA 94121. [email protected]