Legal Agreement

Version v1.2 · Effective December 5, 2026 · Last updated 2026-11-01

Questions: info@setclipper.com.

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, subject to section 12.

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 (unless we tell you a different rate in writing for your code), for 12 months starting at the customer's first paid subscription charge (not at sign-up or attribution). "Net Cash Collected" means the amount the customer actually pays on a subscription invoice, excluding sales tax and other taxes, and not including trials, free or promotional credits, or credit packs. Refunds, chargebacks and disputes reduce it as described in section 5. Commission is earned in dollars and settled as stated in section 4. We do not deduct payment processing fees or platform fees from your commission. 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. The 12 month period applies to every Referred Customer whose period is still running on December 5, 2026; it extends their period to 12 months from their first paid charge. Periods that ended before December 5, 2026 are not reopened. Credit packs do not earn commission. A lower rate for a code you already hold follows section 12.

3A. Credits or cash, never both. For each friend you refer, you receive either referral credits or commission, never both. If you were an approved Creator when the friend joined, you are paid commission and receive no referral credits for that friend. If you become a Creator later, the change applies only to friends who join after you are approved. Your friend still receives the friend bonus credits.

3B. Customer discounts. Creator Codes created on or after December 5, 2026 give the customer no price discount. A discount already attached to an existing code continues as issued until we end it on at least 30 days' email notice, and a discount that already applies to a customer's subscription stays for the period promised when it started. Commission is calculated on what the customer actually pays.

4. Payment terms. Creators approved before December 5, 2026 are paid in cash under this section, as of right, and are paid in credits only if they ask us in writing; creators approved on or after that date are paid in credits by default. Commissions accrue monthly and become payable only after a 30-day hold following each customer charge. After the hold we settle commission as Setclipper credits, counting $0.04 of commission as one credit (25 credits per dollar), with no minimum. The credits are added to your account balance and do not expire. They are credits under section 18 of the Terms of Service: they have no cash value, cannot be redeemed for cash, cannot be transferred or sold, and are not refundable. The rate of $0.04 per credit is how we count your commission, not a cash value for the credits. We may change the rate for commission earned after the change on at least 30 days' email notice. Creators paid in cash, and any creator who asks for cash and whom we approve, are paid the unsettled commission in cash within 45 days after month end once the balance reaches $50, through the payout provider we choose, after they complete payout setup and give us an accurate tax form (W-9 or W-8BEN). We do not deduct payout fees charged by Stripe. Any one commission is settled either in credits or in cash, never both, and commission already settled in credits is not converted to cash. Commission earned on charges collected before December 5, 2026 stays payable in cash under version 1.1. We may require a tax form (W-9 or W-8BEN) before we credit commission once your commission for a calendar year passes $1,500, and may hold further credits until we receive it; we may withhold taxes required by law. Credits paid as commission may be taxable income. You are responsible for your own taxes, and we report payments, including the value of credits, to tax authorities as the law requires (for example on Form 1099). We may delay or refuse settlement while we review any account for suspected fraud, abuse, breach or chargeback risk. Unclaimed cash 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 we already settled it in credits, we take those credits back from your balance, never below zero; if your balance is too low, we reduce your future commission until the amount is recovered. If we already paid it in cash, you must repay it within 15 days of notice, and we may offset it against any amount we owe you now or later, in credits or cash, under this or any other arrangement. Unrepaid cash sums bear interest at the legal rate. Costs and attorney's fees are covered by section 16.

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 12 month periods. If we suspend or terminate for suspected or actual breach or fraud, as reasonably determined by us, all unsettled commission is forfeited, credits already settled from commission tied to the breach or fraud may be taken back under section 5, and you are not owed any further amount. If this Agreement ends for any other reason, we settle your earned, unreversed commission once its hold period ends, in credits or, if you asked for cash before the end and we approved (or you are paid in cash under section 4), in cash even if your final balance is below the minimum payout. Credits already in your balance stay in your account under section 18 of the Terms of Service. If you or we end this Agreement, we pay earned commission that is not reversed as each 30 day hold ends, even if your balance is under $50. If we end it for breach or fraud, section 6 applies instead.

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. After you end this Agreement you may ask us to stop using your name, image and likeness in new advertising; we will stop within 30 days, and already published material may remain in archives and in content others have shared. 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 change this Agreement by posting or emailing notice. A change that lowers your commission rate, shortens the 12 month period, lengthens the hold or raises the minimum for Referred Customers you already have applies only after 30 days' email notice, and never to charges collected before the change. Other changes apply to activity after the effective date. If you do not agree, you may stop participating and be paid what is earned and payable. We email notice of the changes that take effect on December 5, 2026 at least 30 days before that date. Version 1.2 takes effect on December 5, 2026 and we gave you notice by email on November 1, 2026.

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)

  1. 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.
  2. 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.
  3. Stories, Reels, Shorts, TikToks: on-screen text, large and readable, plus platform paid-partnership label if available.
  4. Every post, every time. A bio line does not count.
  5. Use only claims from the approved sheet. No income, speed or "free" claims beyond it. Never say you used a feature you did not.
  6. Keep proof of disclosure (screenshot) for 3 years and send on request.
  7. Two uncorrected violations suspend the code and withhold unpaid commissions under Section 6 of the Agreement.

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