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Whop Content Rewards Terms and Conditions 

BY CHECKING THE BOX AND CLICKING THROUGH THESE TERMS AND CONDITIONS (“TERMS”) YOU AGREE TO THE TERMS. PLEASE REVIEW DETAILS CAREFULLY.

YOU MUST BE EIGHTEEN (18) YEARS OF AGE OR OLDER TO AGREE TO THESE TERMS AND TO PARTICIPATE IN THIS PROGRAM UNLESS EXPRESS PARENT 

PLEASE READ THESE TERMS AND THE RELATED WHOP TERMS OF SERVICE LOCATED AT Whop.com/tos AND THE WHOP PRIVACY POLICY LOCATED AT whop.com/privacy (BOTH OF WHICH ARE INCORPORATED HEREIN BY THIS REFERENCE). AMONG OTHER THINGS, THE WHOP TERMS OF SERVICE CONTAINS PAYMENT TERMS, USER-TO-USER TRANSACTION TERMS, REPRESENTATIONS AND WARRANTIES, INDEMNIFICATION TERMS, AND A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER, THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH WHOP. 

  1. Introduction

The Whop Content Rewards Program ("Content Rewards" or "Program" or “Content Rewards App”) is a feature on the Whop (“Whop” or “we”) Marketplace that is a commercial arrangement in which a Seller agrees to pay a participating user (a “Participant”) in exchange for sharing or promoting the Seller’s content (for example, sharing video clips or other promotional activities).  The Program allows Sellers to set a custom reward rate (e.g., $1 per 1000 views) (“Rate”), a maximum payout they are willing to pay Participants in connection with the offer (“Max Payout”), an offer end date (“End Date”), and to upload their content (“Seller Content”), along with content requirements and guidelines for the offer (“Details”) (all taken together, an “Offer”).  Participants can access and review Offers and, once signed up for the Program, may apply to participate in an Offer by posting the Deliverable (as defined below) to the applicable social media account in accordance with the terms of the Offer and these Terms, and submitting it to the Seller via Whop for approval. If the submitted Deliverable is approved, Participant may receive compensation at the Rate until such time as the Max Payout is met or the End Date is reached, whichever occurs first.  Once the Max Payout is met[or the End Date is reached, whichever occurs first, the offer and transaction are closed.  Participant will not receive compensation for views generated after the Max Payout is met or the End Date is reached, whichever occurs first.  

Whop reserves the right to modify, suspend, or terminate the Program at any time with or without prior notice. Please read these Terms carefully before participating in the Program. Your participation in the Program indicates that you have read, understood, and unconditionally consent and agree to these Terms. If you do not agree to these Terms, you may not participate in the Program.  Capitalized terms not defined herein shall have the meanings set forth in the Whop Terms of Service.

Both Seller and Participant agree to use the Program in accordance with these Terms and with the Terms of Service and in exchange therefore Seller agrees to pay the fees as described below. 

  1. Use of the Program; Compensation
  2. For Sellers: 
    1. Sign up.  Seller must sign up to participate in the Program before Seller can make Offers.
    2. Offers. Sellers may post an Offer, including Rate, Max Payout, End Date, Seller Content, and Details, on the Content Rewards App or the Program website.  In order to publish an Offer, Seller must have sufficient funds in their Whop account to cover the Max Payout for such Offer and the fees payable to Whop in connection with such Offer (based on a Max Payout). 
    3. Review and approve requests. Sellers may approve or reject Participant submissions; provided, however, that Sellers may reject the submission ONLY if (i) the Participant does not follow the criteria set forth in the Offer, (ii) the Participant does not follow these Program Terms, (iii) there is a reasonable suspicion of fraud, and/or (iv) the Max Payout is met or the End Date is reached, whichever occurs first.  If Seller does not approve or reject a Participant submission within a reasonable time frame as designated by Whop in its sole discretion, Whop may approve or reject the submission, including without limitation by automated means, in Whop’s sole discretion.  Whop may reject a Submission or Deliverable at any time if the Participant does not follow these Program Terms or there is a suspicion of fraud, including without limitation by automated means.
    4. Banning. Seller may ban a Participant from participating in a specific Seller Offer or in all Seller’s Offers, if (i) a Participant submission to Seller does not meet the criteria set forth in any Offer, (ii) the Participant does not follow these Program Terms, and/or (iii) there is a reasonable suspicion of fraud.  
    5. Monitor. Seller is responsible for reviewing its Participant submissions and monitoring their Deliverables (as defined below) for compliance with the criteria set forth in the Offer, these Terms, and the law.  If Seller determines that a Participant submission or Deliverable does not meet the criteria set forth in Seller’s Offer, does not follow these Program Terms, does not comply with the law, and/or if there is a reasonable suspicion of fraud, and/or if Seller’s Max Payout is met or the End Date is reached, whichever occurs first, then Seller must reject the Submission and instruct Participant to remove the post from the applicable social media platform. 
    6. Payment. The applicable Rate for approved Deliverables will be transferred from Seller’s Whop account to Participant’s Whop account in the form of Whop Credits in accordance with the terms of the Offer and these Terms. Transfers may occur in such increments and at such times as Whop designates in its sole discretion. Whop will deduct from the Seller’s Whop account a fee payable to Whop in the amount of 10% of all amounts paid from Seller to Participants in connection with the Offer (the “Content Reward Fee”).   
    7. Removal. If Whop blocks, removes, or otherwise terminates an Offer from the Program platform, the Offer will be deemed terminated and, unless the Offer’s End Date has already passed, the date of such termination will immediately become the End Date.

For Participants:

  1. Sign up.  Participant must sign up as a Participant to promote Seller Content in the Program. To participate, Participants must have a Whop account, provide the information requested, and connect their social media accounts for use in connection with the Program in their Whop account. 
  2. Offers. Participants may check the Content Rewards App and Program website for Seller Offers.
  3. Approval. For any Offer Participant wishes to participate in, Participant shall prepare proposed content as outlined in the Offer and submit the deliverables (the “Deliverables”) to the Seller pursuant to the criteria outlined in the Offer for review and approval through the Program platform. Duplicate Deliverables are prohibited, each Deliverable must be unique. Participant will be notified once when the Deliverables are approved or rejected.  If the Deliverables are approved, Participant will be notified and paid out at the applicable Rate on a first come first served basis until the Max Payout is fully paid out or the End Date is reached, whichever occurs first.  If the Deliverables are rejected, Participant will be notified and the notification may include the reason for rejection. 
  4. Posting/Deleting Posts. If Seller or Whop terminates its Content Rewards Offer or terminates Participant’s participation in the Content Rewards Offer or the Program, Participant must immediately cease posting the Seller Content and Deliverables.  Participant agrees to remove or revise any Seller Content, Deliverables, posts or other content created under Program as soon as possible upon request at any time by the Seller or Whop, including after any termination.
  5. Monitor Offer Status. Participant is solely responsible for monitoring the Offer and Max Payout status for any Seller Offers. If Participant posts or submits Deliverables after the Max Payout has been met or after the End Date is reached, the Deliverables will be rejected.  
  6. Payment. The applicable Rate will be transferred from Sellers’ Whop account to Participant’s Whop account. Rates based on the volume of views achieved by a social media post are calculated based on the legitimate views a Deliverable achieves as determined by Whop in its sole discretion, which for avoidance of doubt, excludes views generated by, or suspected to be generated by any bots, script, macro or other automated means or system, any other means intended to impact the integrity of the view count, or obtained by any fraudulent or inappropriate means, including, without limitation, offering prizes, payments, barters, or other inducements to members of the public, all as determined by Whop in its sole discretion. Rates based on the volume of views achieved by a social media post are paid out based on the number of times a post achieves the view number threshold designed in the Offer, provided, however, that the if the Max Payout is not fully paid out by the End Date, Whop may in its discretion issue pro-rata payments to Participants for views fewer than the designated threshold on a first-come first-served basis. No payment will be issued for views received after the Max Payout is paid out or the End Date is reached, whichever occurs first.   
  7. For Sellers and Participants: All Seller Content, requests for services, and compensation between a Seller and a Participant must be provided through the Whop platform. If Seller or Participant is found to have provided or received compensation related to the Program outside of the Whop platform, Whop may, in its sole discretion, suspend or terminate Seller’s and/or Participant’s Whop account and/or participation in the Program. In addition, if either Seller or Participant are found by Whop, in its sole discretion, to be misusing the Program, Whop may, in its sole discretion, suspend or terminate Seller’s and/or Participant’s Whop account and/or participation in the Program.   Offers that do not comply with these Terms may be blocked, removed, and/or terminated by Whop at any time, without liability to Seller, Participants, or third parties.

Taxes: Participant acknowledges that Participant is responsible for paying all applicable federal and state taxes with respect to the compensation Participant receives in connection with the Program. Accordingly, all rewards hereunder shall be without deductions or withholdings of any kind.  

No Confidential & Proprietary Information. Seller and Participant agree that any information and materials they make available to Whop or to each other in connection with the Program, including without limitation any Seller Content, Details, and Deliverables, is considered non-confidential, and Seller and Participant each represent and warrant that they will not make information and materials that they consider confidential, proprietary, or personal available to Whop or to each other in connection with the Program. 

Intellectual Property

For Participants: Participant acknowledges and agrees that the Deliverables and any content Participant produces, develops, creates, or furnishes, including without limitation videos, photographs, text and/or all works of similar nature, any ideas, concepts, feedback or other work product created or provided by Participant in connection with these Terms and the Program, and any and all intellectual property rights thereto, including trademarks, trade secrets, trade dress, design, mask work, copyrights, and patent rights (the “Works”) shall be “User Content” and subject to all terms associated with “User Content” in the Terms of Service including, without limitation, licenses, affirmations, representations and warranties, and terms regarding Reviews and Endorsements.  All User Content is licensed to Whop in accordance with the Terms of Service https://www.whop/com/tos   Participant acknowledges that Whop may, in turn, license the Works and Deliverables to the Seller, without Participant’s further consent.

Without limiting the foregoing, Participant grants to Whop and Seller the worldwide, royalty-free, sublicensable, irrevocable, perpetual right and license to use, publish, reproduce, transmit, license, exhibit, perform, broadcast, telecast, display, edit, disseminate and distribute, the Deliverables, in any and all media now known or hereafter devised. 

Participant further grants to Whop and Seller the irrevocable right and permission to reproduce, publish, distribute, display, broadcast, exhibit, and/or in any other way use Participant’s image, likeness, signature, voice, photograph, name (including nicknames), social media handles, user profiles pictures, actual and/or paraphrased statements, biographical information and/or any other information or attribute identifying and/or otherwise associated with Participant included with the Seller Content, the Deliverables, the Works, or otherwise furnished by Participant to Whop or Seller, including by posting on third party websites, social media platforms and other media in connection with  the Content, the Deliverables, the Works, or the Program (collectively, “Likeness”), in whole or in part, distorted, altered, modified and/or adapted in character and/or in form, alone and/or accompanied by other material, in any manner and without restriction of any kind, worldwide, in perpetuity and royalty-free, for any purpose whatsoever, including without limitation for the purpose of advertising, publicity, promotion, and/or other marketing for Whop, Seller, and/or the Work, in all media now known or hereafter developed (including without limitation in social media), without Participant’s further consent, the entirety of such grant shall be sublicensable and shall include the right to assign or sublicense such grant to licensees, successors, and assigns. The price for the total, exclusive and unlimited worldwide assignment of the Likeness is included in the Rate. 

Participant hereby waives the protections of 17 U.S.C. Section 106A, and any droit morale or similar laws of any jurisdiction which may be applicable with respect to use of the Deliverables or Works, and further agrees that to the extent Participant retains any moral rights under applicable law, Participant will ratify and consent to any action that Whop, Seller, or their respective designees, licensees, successors and assigns may take with respect to such moral rights, and Participant will not assert any moral rights with respect thereto. All rights granted to Whop and Seller hereunder vest immediately without reservation, limitation or condition and remain vested whether this Agreement expires or is terminated for any reason.

Participant agrees that Participant shall not have any claim to compensation or benefits (other than as specifically set forth herein) or any claim, including, without limitation, claims based upon invasion of privacy, defamation or right of publicity, arising out of or related to any use (in accordance with the terms hereof), alteration, burring, distortion or use in composite form of Participant’s Likeness, provided that the materials at issue have been used in accordance with these Terms.

For Sellers: Seller acknowledges and agrees that the Seller Content and any other content or materials provided by or required by Seller for use in Deliverables shall be “User Content” and subject to all terms associated with “User Content” in the Terms of Service including, without limitation, licenses, affirmations, representations and warranties, and terms regarding Reviews and Endorsements.  All User Content is licensed to Whop in accordance with the Terms of Service https://www.whop/com/tos  Participant acknowledges that Whop may, in turn, license the Seller Content to Participant, without Seller’s consent. 

Participant has licensed all their right, and interest in and to the Deliverables to Whop and Seller; which right and license Whop hereby sublicenses  to Seller. Whop acknowledges and agrees that, as between Seller, Participant, and Whop, Participant shall own all rights throughout the universe and in any and all languages, in and to the content that Participant produces, develops, creates, or furnishes including without limitation videos, photographs, text and/or all works of similar nature, any ideas, concepts, feedback or other work product using their personal accounts on social media applications and/or their personal blogs or other media in connection with the Deliverables, excluding the Seller Content and Seller IP (as defined below), and excluding any Whop Materials or other Whop-owned intellectual property or other Whop-owned rights or property. 

Participant has also granted to Whop the right and permission (and the right to grant Seller the right and permission) to reproduce, publish, distribute, display, broadcast, exhibit, and/or in any other way use Participant’s Likeness, in whole or in part, distorted, altered, modified and/or adapted in character and/or in form, alone and/or accompanied by other material, in any manner and without restriction of any kind, worldwide, in perpetuity and royalty-free, for any purpose whatsoever, including without limitation for the purpose of advertising, publicity, promotion, and/or other marketing for Seller and/or the Deliverables, in all media now known or hereafter developed (including without limitation in social media), without Participant’s further consent; which right and permission Whop hereby subgrants to Seller solely for the purpose of advertising, publicity, promotion, and/or other marketing for Seller and/or the Deliverables and solely as such Likeness is embodied in the Seller Content, the Deliverables, and/or the Works.

For Sellers to Participants: Seller grants to Participant, if and only as necessary to complete the Deliverables, a non-exclusive, limited, revocable, worldwide license to use any Seller trademarks, service marks, trade names, copyrights or social media handles provided by Seller within the Seller Content and/or approved by Seller in the Deliverables (collectively, “Seller IP”) solely in connection with the Deliverables as permitted in these Terms. 

With respect to any rights assigned, licensed, granted, subgranted, or otherwise conveyed under this Section 4, Whop makes no representation or warranty of any kind or nature whatsoever, oral or written, express or implied (including any relating to any ownership, title, merchantability, non-infringement, fitness for a particular purpose, or otherwise) and hereby disclaims any such other representations or warranties.  THE SELLER CONTENT, SELLER IP, WORKS,  AND DELIVERABLES ARE LICENSED AND THE RIGHT TO USE THE PARTICIPANT’S OR SELLER’S LIKENESS IS SUBGRANTED “AS IS,” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. WHOP HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE DELIVERABLES, WORKS, AND THE LIKENESS, INCLUDING, OWNERSHIP, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

Endorsements and Federal Trade Commission

The Federal Trade Commission (“FTC”) requires the disclosure of certain material connections when Participant promotes or publicly displays or distributes content about or featuring the Seller or its products and services.  The FTC has published the “Guides Concerning the Use of Endorsements and Testimonials” (including as they may be updated or amended from time to time, the “Guides”) at https://www.federalregister.gov/documents/2023/07/26/2023-14795/guides-concerning-the-use-of-endorsements-and-testimonials-in-advertising, and other references regarding compliance with its regulations, such as “Disclosures 101 for Social Medial Influencers” available at https://www.ftc.gov/tips-advice/business-center/guidance/disclosures-101-social-media-influencers and “The FTC’s Endorsement Guides: What People Are Asking” available at  https://www.ftc.gov/business-guidance/resources/ftcs-endorsement-guides-what-people-are-asking.

Seller and Participant must comply with the Guides, the guidance provided in other FTC reference materials, and all other applicable laws and regulations in all posts or other communications made on behalf of Seller in connection with the Deliverables or the Program. Seller must ensure that Participant clearly and conspicuously discloses their relationship with Seller in close proximity to any Deliverables, for example, by using the hashtag “#Sponsored” or #[SellerName] Ad.” Such disclosure is required regardless of any space limitations, and any such disclosure must appear before a user is required to click “more” and should not be buried in text or in multiple hashtags or placed where it can easily be overlooked. 

Any statements the Participant makes about Seller, or its products and services must reflect Participant’s honest and truthful opinions and actual experiences with Seller or the referenced product or service.  Participant may not make any false, misleading, or deceptive statements.  Participant may also not make any product performance or attribute claims about Seller or its products or services except for claims approved by the Seller or that Seller has provided to Participant in connection with the Seller Content or the Program.   

Seller is solely responsible for providing Participant with any Seller brand, marketing, or other guidelines (“Seller Guidelines”).  Participant must comply with and adhere to Seller Guidelines in connection with the Program provided the Seller Guidelines do not conflict with these Terms.  In the event of any conflict between Seller Guidelines and these Terms, these Terms shall govern.

As between Whop and Seller, Seller is solely responsible for Participant’s compliance with the Guides, the guidance provided in other FTC reference materials, the requirements in this Section 5, and all other applicable laws and regulations in all posts or other communications made on behalf of Seller in connection with Program.  

Representations and Warranties

For Seller: Seller represents and warrants that: (i) it has full power, right and authority to agree to the Terms and to grant the rights and licenses that are granted herein; (ii) it will not violate any applicable law, (iii) it will comply with the provisions set forth in Section 5 of these Terms; (iv) agreeing to the Terms and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of any other agreement to which Seller is a party that would impair the performance of its obligations hereunder; (v) Seller will take reasonable measures to take down or require edits to non-compliant posts or other content made by its Participants in connection with Deliverables if they are not compliant with these Terms, including without limitation the provisions of Section 5 of this Agreement; (vi) any materials provided by Seller for use by Whop or Participants, including without limitation the Seller Content, will not infringe or otherwise violate the rights of any third party, will not violate the law, will not violate these Terms, and will not violate the terms of any third-party platform associated with the Seller Content or Deliverables; (vii) no fee, compensation or any other payment whatsoever will be payable by Whop or Participant to a third party on account of any such third party performing services for or in connection with the Seller Content or the Seller IP, or any other works provided to Whop or Particpant hereunder and (viii) Seller, if an individual or a sole proprietor, is at least eighteen (18) years of age, or the age of majority of their state of residence, whichever is greater.

For Participant: Participant represents and warrants to Whop and Participant that: (i) Participant is eighteen (18) years of age or older at the time of agreeing to these Terms and participating in the Program, (ii) Participant will not dispute the rights and permission of Whop or Seller (including any successors or assigns of Whop or Seller) granted herein, in and to the Deliverables or the Works; (iii) Participant has the legal right, authority, and capacity to grant the rights in and to Participant’s Likeness granted hereunder and to provide the Deliverables pursuant hereto; (iv) Participant does not have and will not have during the term of their participation in the Program any agreements or commitments which conflict with the provisions of these Terms or the Program, or that prevent Participant from performing the obligations hereunder; (v) Participant is not a member of SAG-AFTRA, and all Deliverables produced hereunder shall be produced on a non-guild basis and therefore no payments will be due to any pension or welfare fund of SAG-AFTRA and no approval is required of any such union services that may not be covered by SAG-AFTRA; (vi) Participant will perform such services in a professional and workmanlike manner and that such services will comply with the requirements set forth hereunder, including in any documentation, guidelines, policies, and specifications referenced herein, which are all incorporated herein by reference; (vii) no fee, compensation or any other payment whatsoever will be payable by Whop or Seller to a third party on account of any such third party performing services for or in connection with the Deliverables, the Works, or any other works provided to Whop or Seller hereunder; (ix) Participant shall adhere to these Terms and all applicable rules in connection with the Deliverables the Works, and any other posts or public communications in connection with the Program including, without limitation, appropriate disclosures as required by the FTC Guides and any guidelines provided by Whop and/or by Seller, and if Participant provides Participant’s personal opinion in connection with the Deliverables, such opinion shall reflect Participant’s actual experiences and beliefs and must be accurate and not misleading; (x) all Deliverables will be wholly original except only for materials provided for use to Participant by Seller, and the use thereof as set forth herein will not violate or infringe on or violate any third party rights; and (xi) Participant is not a virtual influencer or bot.  

Independent Contractor/No Agency

Sellers and Participants agree that in the performance of their services hereunder, each shall at all times be an independent contractor to the other, and neither shall be deemed, either expressly or by implication, to be the agent, employee or servant of the other or of Whop for any purpose whatsoever, and neither party shall have the right to represent the other or Whop in any manner whatsoever, nor to bind the other or Whop to any obligation, contract, document or performance to any third party. Sellers and Participants acknowledge and agree that they are solely responsible for the manner and form by which they perform in connection with the Program, and each further acknowledges and agrees that Whop is not acting as, or licensed in any jurisdiction as, an agency or artist’s agent, and Whop does not make and expressly disclaims any representations, warranties or guarantees in connection therewith or relating thereto. 

Miscellaneous

Termination. Without limitation to any termination rights of Whop under these Terms, including the Whop Terms of Service, or otherwise, failure to comply with these Terms may result in immediate termination and withholding or clawback of Whop Credits and/or payments. Whop may terminate Offers and/or Seller’s or Participant’s participation in the Program immediately at any time for any or no reason by giving notice of such termination, or if Whop terminates or otherwise ceases to offer the Program. Upon termination of an Offer or participation in the Program, Participant will cease to earn any Whop Credits and/or payments

Disclaimer

WHOP DOES NOT WARRANT OR GUARANTEE ANY MINIMUM LEVEL OF WHOP CREDITS OR PAYMENTS THAT WILL BE ACHIEVED BY PARTICIPANT HEREUNDER. WHOP EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL REPRESENTATIONS AND WARRANTIES REGARDING THE PROGRAM, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.