Creator Program Agreement

SETCLIPPER CREATOR PROGRAM AGREEMENT

This Agreement is between Clubwall LLC, a Florida company ("Setclipper", "we"), and the person or entity that accepts it electronically ("Creator", "you"). By clicking accept, applying for or using a Creator Code, you agree to it.

1. Program; our discretion. The program is a privilege, not a right. We decide who is admitted, which codes are issued, and what discounts and commissions apply. We may reject, pause, change, or end the program or any Creator's participation at any time, with or without notice or reason.

2. Independent contractor. You are an independent contractor. You are not an employee, agent, partner, joint venturer or franchisee. You control your own methods, time and channels, and pay your own taxes, costs and insurance. You have no authority to bind Setclipper or to speak for it. You will not be treated as an employee for any purpose, and you waive any claim to benefits.

3. Commission. For each Referred Customer we pay you 20% of Net Cash Collected from that customer for subscriptions on the Starter and Pro plans, and 10% for subscriptions on the Studio plan, for 6 months starting at the customer's first paid charge. "Net Cash Collected" means cash we actually receive and keep for subscriptions and credit packs, minus refunds, credits, chargebacks, disputes, taxes, payment processing fees, app-store or platform fees, and amounts we reasonably reserve. A "Referred Customer" is a person who is new to Setclipper (never had an account or waitlist entry), who arrives through your Creator Code, and whose attribution passes our fraud checks. We decide attribution; our records are final. No commission is earned on trials, free or promotional credits, comped accounts, your own account, or accounts linked to you.

4. Payment terms. Commissions accrue monthly, become payable only after a 30-day hold following each customer charge, and are paid within 45 days after month end once your balance reaches $50, through the payout provider we choose. You must provide accurate tax forms (W-9 or W-8BEN) and payout details before any payment; we may withhold taxes and fees required by law or charged by the provider. We may delay or refuse payment while we review any account for suspected fraud, abuse, breach or chargeback risk. Unclaimed balances remain payable to you; if we cannot reach you after reasonable efforts we handle them as the law requires.

5. Clawback and offset. If a charge is refunded, charged back, disputed, reversed, or tied to fraud or a breach of this Agreement, the related commission is void. If already paid, you must repay it within 15 days of notice, and we may offset it against any amount we owe you now or later, under this or any other arrangement. Unpaid or unrepaid sums bear interest at the highest lawful rate and you pay our reasonable collection costs and attorney's fees.

6. Suspension and termination. We may suspend your code, withhold payments, or terminate this Agreement at any time, with or without cause, effective immediately by email. You may terminate by email. If we terminate without cause, we pay earned, unreversed commissions on existing Referred Customers through the end of their 6-month windows. If we suspend or terminate for suspected or actual breach, fraud, or fraud or material breach of this Agreement, as reasonably determined by us, all unpaid commissions are forfeited and you are not owed any further amount.

7. Required disclosure and advertising rules. You must follow the FTC Endorsement Guides (16 CFR Part 255), the FTC's rules on consumer reviews and testimonials, and platform rules. Every post, video, story, stream, email or message that mentions Setclipper or your Creator Code must contain a clear, conspicuous disclosure of your material connection in the content itself, at the start, in plain words such as "Ad: I earn a commission if you sign up with my code" or "#ad". Bio-only, link-page-only or buried-hashtag disclosures do not comply. Say it aloud and show it on screen in video. You may make only the claims in our current approved claims sheet and may not state or imply earnings, results, speed, "free" or "no cost" outcomes not on that sheet, or any experience you have not truly had. You must remove or correct any content on our request within 24 hours. We may monitor your content and keep records. You are solely responsible for your content and your compliance.

8. Prohibited conduct. You will not: refer yourself, household members, or accounts you or they control; use bots, fake accounts, incentives, rebates or payments for signups; run paid search or social ads on our brand terms or domains; use coupon, cashback or deal sites without written approval; send unsolicited email, text or direct messages; collect or sell users' data; imitate Setclipper; recruit other creators for compensation or charge any fee to join; make defamatory, deceptive, unlawful or adult content connected to us; or circumvent our tracking. We decide what counts as a violation.

9. Intellectual property and content license. Setclipper owns all rights in its name, marks, software, materials and program, and in all data and analytics. We grant you a limited, revocable, non-transferable license to use approved brand assets only to promote Setclipper under this Agreement. You grant Setclipper a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, edit, display and distribute any content you create that references Setclipper (including your name, handle, image and likeness in it) for advertising and marketing in any media, without further payment or approval. You represent that you own or have cleared all rights, music, footage, likenesses and permissions in your content, including any DJ set, venue, artist and label rights. Any feedback or ideas you give us belong to us.

10. Non-exclusivity; our freedom. You are not exclusive to us. We are free to run other programs, pay other creators, change attribution rules, work with competitors of yours, and acquire customers by any channel, without obligation to you. Customers who use another code first, or who sign up outside your link, are not yours.

11. Confidentiality. Program terms, rates, claims sheets, dashboards and non-public information are confidential and may not be disclosed.

12. Changes. We may modify this Agreement, rates, holds, thresholds, attribution rules and the program at any time by posting or emailing notice. Changes apply to all activity after the effective date, and not to commissions already earned on charges collected before the effective date. Continued participation is your acceptance.

13. Disclaimers. THE PROGRAM, SERVICE, TRACKING AND PAYMENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE". WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE OPERATION, AND ANY EARNINGS EXPECTATION. We do not guarantee any signups, traffic, income or program continuation.

14. Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SETCLIPPER AND ITS OWNERS, OFFICERS, CONTRACTORS AND AFFILIATES ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR LOST-PROFIT DAMAGES, AND OUR TOTAL LIABILITY FOR ANY CLAIM IS LIMITED TO THE COMMISSIONS PAYABLE TO YOU IN THE 3 MONTHS BEFORE THE CLAIM AROSE.

15. Indemnity. You will defend, indemnify and hold harmless Setclipper and its owners, officers, employees, contractors and affiliates from all claims, losses, penalties, fines, damages, costs and attorney's fees arising from your content, your promotion, your disclosure failures, your breach, your violation of law or third-party rights (including music, copyright, publicity and privacy rights), or the acts of anyone you engage.

16. Governing law; arbitration; class waiver. Florida law governs, without regard to conflict rules. Any dispute will be resolved by binding individual arbitration under the AAA Commercial Rules (or JAMS) seated in Orange County, Florida, by one arbitrator, except that Setclipper may seek injunctive relief or enforce its intellectual property rights in court at any time. You waive any right to a jury trial and to bring or join any class, collective or representative action. The prevailing party recovers reasonable attorney's fees and costs. Venue for any court matter is exclusively the state or federal courts in Orange County, Florida, and you consent to personal jurisdiction there.

17. General. Entire agreement. You may not assign it; we may assign it freely. If a term is unenforceable, the rest remains and the term is enforced to the maximum extent allowed. Our failure to enforce is not a waiver. Notices to you by email are effective when sent. Sections that by nature survive termination survive. You confirm you are at least 18.

Creator Program Agreement

Creator Disclosure Rules (Exhibit A to the Creator Agreement)

Put the disclosure first: "Ad: I earn a commission if you sign up with my code." or at minimum "#ad" or "Paid partnership" as the first words of the caption.
Video and live: say it out loud in the first moments and show on-screen text for the whole segment that mentions Setclipper; repeat on long streams.
Stories, Reels, Shorts, TikToks: on-screen text, large and readable, plus platform paid-partnership label if available.
Every post, every time. A bio line does not count.
Use only claims from the approved sheet. No income, speed or "free" claims beyond it. Never say you used a feature you did not.
Keep proof of disclosure (screenshot) for 3 years and send on request.
Two uncorrected violations suspend the code and withhold unpaid commissions under Section 6 of the Agreement.

All legal documents

Earlier versions are kept at /legal/versions/. Questions: info@setclipper.com.