1. Introduction
These Creator Terms ("Creator Terms") apply to users who create portfolios on Replica for others to copy ("Creators"). These terms are in addition to our general Terms of Service, which also apply to you. By creating a portfolio on Replica, you agree to be bound by these Creator Terms.
2. Eligibility
To become a Creator on Replica, you must:
- Meet all eligibility requirements in our general Terms of Service
- Not be a resident or citizen of any prohibited jurisdiction (see our Restricted Jurisdictions page)
- Be at least 18 years old
- Have a valid Solana wallet connected to the Platform
No License Required: Replica does not require Creators to hold any investment advisor, broker-dealer, or similar financial license. However, you are solely responsible for ensuring your activities comply with all applicable laws in your jurisdiction.
3. Creator Responsibilities
As a Creator, you agree to:
- Provide accurate information about yourself and your portfolios
- Not make false or misleading claims about expected returns or performance
- Not guarantee any specific investment outcomes
- Disclose any material conflicts of interest
- Comply with all applicable laws and regulations
- Maintain the security of your wallet and account
4. Prohibited Activities
Creators are strictly prohibited from:
4.1 Market Manipulation
- Pump and Dump: Creating portfolios with the intent to artificially inflate asset prices and then sell at a profit
- Front-Running: Trading ahead of anticipated copy trades from your followers
- Wash Trading: Creating fake trading activity to mislead followers
- Spoofing: Placing orders with the intent to cancel before execution
4.2 Insider Trading
- Trading based on material non-public information
- Sharing material non-public information with others for trading purposes
4.3 Fraud and Misrepresentation
- Making false statements about your identity, qualifications, or track record
- Misrepresenting the risks associated with your portfolio
- Creating fake reviews or testimonials
- Impersonating other individuals or entities
4.4 Other Prohibited Activities
- Using the Platform for money laundering or terrorist financing
- Circumventing geographic restrictions
- Operating multiple accounts to manipulate copy fees or rankings
- Encouraging users to copy portfolios through misleading means
5. Revenue Share
Creators earn a share of fees when users copy and hold their portfolios:
- Copy Fee: 2% one-time, split 50/50 between Creator and Replica
- Management Fee: 1%/year on AUM, split 50/50 between Creator and Replica
- Performance Fee: 20% on net profits, split 50/50 between Creator and Replica
- Payment: Fees are distributed automatically via smart contract
- No Clawback: Once distributed, fees are not refundable
Replica reserves the right to modify fee structures, including fee percentages and distribution splits, at any time without prior notice.
6. Portfolio Content
When creating a portfolio, you grant Replica a non-exclusive, worldwide, royalty-free license to:
- Display your portfolio and its composition on the Platform
- Use your portfolio name and description for marketing purposes
- Show performance metrics and statistics to potential copiers
- Include your portfolio in rankings and leaderboards
You retain ownership of your investment strategy, but you acknowledge that portfolio compositions are visible to all Platform users.
7. No Investment Advice
As a Creator, you acknowledge and agree that:
- You are not acting as an investment advisor to users who copy your portfolio
- Your portfolios do not constitute investment advice or recommendations
- Users who copy your portfolio do so at their own risk
- You have no fiduciary duty to users who copy your portfolio
- Past performance does not guarantee future results
8. Portfolio Removal
Replica reserves the right to remove any portfolio at any time for:
- Violation of these Creator Terms or the general Terms of Service
- Suspected market manipulation or fraud
- Complaints from users or regulatory authorities
- Inactivity (no updates for extended periods)
- Any reason at Replica's sole discretion
If your portfolio is removed, existing copiers will retain their positions but no new copies will be possible.
9. Termination of Creator Status
Your Creator status may be terminated:
- By You: At any time by deleting your portfolios
- By Replica: For violation of these terms, suspicious activity, or at our discretion
Upon termination:
- Your portfolios will be removed from public listings
- You will no longer earn Copy Fees from new copies
- Existing copiers will retain their positions
- Any pending fee distributions will still be processed
10. Representations and Warranties
By becoming a Creator, you represent and warrant that:
- All information you provide is accurate and complete
- You have the legal right and capacity to create portfolios
- Your portfolios do not infringe any third-party rights
- You are not subject to any legal restrictions that would prevent you from being a Creator
- You will comply with all applicable laws and regulations
- You are not acting on behalf of a prohibited jurisdiction resident
11. Indemnification
You agree to indemnify and hold harmless Replica, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:
- Your portfolios or their performance
- Your violation of these Creator Terms
- Your violation of any applicable law or regulation
- Claims by users who copied your portfolios
- Any fraudulent or misleading conduct on your part
12. Limitation of Liability
Replica is not responsible for:
- The performance of any portfolio
- Losses incurred by users who copy portfolios
- Actions taken by other Creators
- Market conditions affecting portfolio performance
- Technical issues affecting fee distribution
To the maximum extent permitted by law, Replica's total liability to any Creator shall not exceed the fees earned by that Creator in the twelve months preceding the claim.
13. Changes to Creator Terms
Replica may modify these Creator Terms at any time. We will provide at least 30 days' notice before material changes take effect. Your continued use of Creator features after the notice period constitutes acceptance of the updated terms.
14. Contact
For questions about these Creator Terms: