These Xip Technologies, Inc. (“Xip”) Creator Fund terms and conditions (these “Creator Fund Terms”) govern your (any participating individual is referred to as “you,” “your,” or “Creator”) application, selection and participation in the Xip Creator Fund program (the “Creator Fund”) on the Xip platform (the “Platform”). These Creator Fund Terms incorporate and are expressly subject to Xip’s Terms of Service found at www.xip.co/terms and Xip’s Privacy Policy found at www.xip.co/privacy, each as may be updated from time to time (together, the “Policies”), which Policies also apply to your participation in the Creator Fund. In the event of any actual conflict between these Creator Fund Terms and the Policies, these Creator Fund Terms will control during the Participation Period (defined below), solely with respect to Creator’s participation in the Creator Fund. Upon expiration or termination of the Creator Fund or Creator’s participation in the Creator Fund, the Policies will remain in effect and continue to apply to Creator’s use of the Platform. All capitalized terms used but not defined in these Creator Fund Terms have the respective meanings set forth in the Policies.
Please read these Creator Fund Terms carefully before you apply to participate in the Creator Fund. By applying to participate in the Fund, you confirm that you accept these Creator Fund Terms and that you will comply with them. If you do not agree to these Creator Fund Terms you are not entitled to participate in the Creator Fund and must refrain from applying or participating in it.
By submitting an Application (as defined below), Creator represents and warrants that: (a) Creator is over the age of 18 and otherwise has full right, power, and authority to enter into these Creator Fund Terms on behalf of themselves; (b) Creator has read, understands, and agrees to follow these Creator Fund Terms and the Policies; and (c) Creator’s participation in the Creator Fund will not violate any contract or agreement that Creator is a party to or otherwise bound by, or otherwise interfere with any third-party rights or obligations.
Eligibility
We may choose a range of criteria from time to time in assessing who we accept to participate in the Creator Fund. But at a minimum, at all times during participation in the Creator Fund, only those Creators meeting all of the following requirements are eligible to participate in the Creator Fund:
a. Creator is a legal resident of the fifty (50) United States, D.C., or the territories and possessions of the United States, and is 18 years of age or older;
b. Creator’s Xip account is in good standing and is in compliance with the Policies;
c. Creator posts high quality educational, tutorial, tip or coaching content on social media; and
d. Creator has an established audience on social media that wants Creator’s one-on-one help
Xip reserves the right to add or modify eligibility requirements in its sole discretion and will update these Creator Fund Terms to reflect any such additional or modified eligibility requirements.
Employees, officers, and directors of Xip are not eligible to participate in the Creator Fund.
How to Apply
To apply, you must work with a Xip salesperson to complete a Creator Fund application, which will include a promotion plan (the “Plan”) and timeframes for completing such Plan (collectively, the “Application”). Xip will evaluate your Application and eligibility and will notify you of whether or not you have been accepted into the Creator Fund or rejected, which shall be determined by Xip in its sole discretion. Xip may reject an application if, among other things, Xip determines (in its sole discretion) that Creator does not meet the eligibility requirements of the Creator Fund or is otherwise not in compliance with the Policies. If Creator’s application is rejected, Creator may re-apply.
Xip is not responsible for any incorrect or inaccurate information supplied by any Creator. You represent and warrant that all application information you submit is truthful and accurate, and that you will maintain the accuracy of such information at all times.
Selection
Upon receipt by us of your application, we shall review your application to confirm whether you meet the eligibility requirements and other criteria we have decided on in order to determine whether to accept you as a participant in the Creator Fund. Your acceptance as a participant in the Creator Fund is solely at our discretion and we are not obliged to give reasoning behind our decision to accept or reject your application.
Your application will be reviewed by an internal committee of Xip team members. Such committee will do the following during the selection process: (i) review any publicly available evidence or reports of inappropriate behavior or misconduct, which such behavior or misconduct may result in your disqualification from being selected for, or participating in, the Creator Fund; (ii) review your social media channels to assess the quality of your content and your demonstrated expertise in the subject matter of your content and to determine whether you have an engaged audience who wants your one-on-one help; and (iii) review your Application.
Creator Fund Benefits
If you are selected to participate in the Creator Fund, the selection committee will determine an appropriate income guarantee (the “Income Guarantee”) based on the Plan in your Application and the estimated level of interest from your audience. Income Guarantees can be up to $4,750. Creators have the option to request a specific amount for their Income Guarantee prior to submitting their Application (although the actual amount of the Income Guarantee rewarded, if any, will be determined in Xip’s sole discretion), but they are not required to do so. Your participation in the Creator Fund will begin on a date that is mutually agreed on by you and Xip (the “Start Date”).
In the event that Creator timely complies with all of the promotional requirements set forth in the Plan prior to the end of the three-month period following the Start Date (the “Participation Period”), then Xip will pay to Creator an amount equal to the difference between (i) the amount of the Income Guarantee and (ii) the aggregate Net Fees (as defined in the Policies) earned by Creator during the Participation Period (the amount of such difference being referred to as the “Earned Payment”). For the sake of clarity, if the aggregate Net Fees earned by Creator during the Participation Period exceed the amount of the Guaranteed Income, then no additional income will be paid to Creator under these Creator Fund Terms (other than the Fee Waiver defined below). Each and every requirement set forth in the Plan must be met in order for Creator to be entitled to receive the Earned Payment. Xip will not prorate the Earned Payment for partial completion of the requirements set forth in the Plan.
If you are selected to participate in the Creator Fund, Xip will also waive the $250 set-up fee that it usually charged to creators (the “Waiver”). Other than the Waiver and any Earned Payment actually earned by Creator hereunder, Creator acknowledges and agrees that they are not entitled to any other compensation under these Creator Fund Terms.
Your Obligations
If your application is accepted and you are selected for participating in the Creator Fund, you shall be entitled to participate in the Creator Fund for the duration of the Participation Period, unless your participation is terminated (either by us or by you) as provided for below.
In participating in the Creator Fund, you represent, warrant and undertake that:
The Creator Fund is designed to promote quality content and one-on-one engagement. In the event that we determine, in our sole discretion, that any content posted by you during the Participation Period does not further the goals of the Creator Fund or that you have not complied with any of your obligations listed directly above, then we may either (i) decrease the amount of your Income Guarantee or (ii) terminate your participation in the Creator Fund and thereby terminate your right to receive the Earned Payment.
Term and Termination
These Creator Fund Terms shall go into effect when you submit your Application to Xip and shall last until the end of the Participation Period, unless terminated earlier as set forth herein.
Xip may terminate or suspend Creator’s participation in the Creator Fund immediately in its sole discretion: (a) if Creator breaches these Creator Fund Terms or the Policies, including, without limitation, for failure to meet or maintain the eligibility requirements; (b) if Creator becomes involved in any situation or occurrence that could reflect unfavorably upon Creator or (c) or for any other reasonable basis. Any such termination will become effective upon Xip’s delivery of a termination notice to Creator through the Platform or via-email. You may terminate your participation in the Creator Fund at any time by notifying Xip.
If Xip terminates Creator from the Creator Fund, Creator forfeits all unpaid amounts accrued but not paid to creator as of the effective date of termination. Creators that are terminated from the Creator Fund for cause are ineligible to re-apply for participation in the Creator Fund.
Termination of your participation in the Creator Fund shall not affect the continuance in force of any provision of these Creator Fund Terms or the Policies which expressly or by implication is intended to come into or continue in force after the date on which your participation terminates.
Payments
At the end of the Participation Period, we will provide you with the following information: amount of your Net Fees during such Participation Period and the amount of your Earned Payment (if any) (the “Report”). In the event that Creator is owed any Earned Payment, Xip will pay such amount to Creator within thirty (30) days of the end of the Participation Period. You must remain in compliance with these Creator Fund Terms and Policies in order to be receive any Earned Payment.
You shall be responsible for all taxes, contributions or other sums arising out of the payment or receipt of the Earned Payment. If Xip is required to withhold any taxes from any Earned Payment, then we shall make payment to you less a deduction for the taxes required to be withheld and such payment will constitute full settlement of the Earned Payment sums owing to you.
Creator must contact Xip regarding any dispute arising out of payment, perceived accounting or reporting errors, or termination within 30 days of such issue arising. All disputes not raised within such 30 day period shall be deemed waived by Creator.
From time to time, and in Xip’s sole discretion, Xip may modify the payment terms of the Creator Fund on a prospective basis and these Creator Fund Terms will be updated to reflect such modified payment terms.
Confidentiality and Publicity
The details of the Report provided by Xip or other non-public information contained or resulting from this Creator Fund shall be kept strictly confidential by Creator and not published or shared with any third party, except to legal or professional advisors under an obligation of confidentiality.
Creator understands that Xip may issue an official press release relating to the Creator Fund and Creator’s participation in the Creator Fund. Xip reserves the right to publicly designate Creator as a participant in the Creator Fund.
Liability and Disclaimers
TO THE FULL EXTENT PERMITTED BY APPLICAB LAW: (I) XIP’S AGGREGATE LIABILITY TO YOU IN RESPECT OF ALL CLAIMS ARISING IN CONNECTION WITH YOUR PARTICIPATION IN THE CREATOR FUND IS LIMITED TO THE AMOUNT OF THE TOTAL EARNED PAYMENT PAID TO YOU; (II) IN NO EVENT SHALL XIP, ITS PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, JOINT VENTURERS, CONSULTANTS, SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, PROFITS, DATA, USE, REVENUE OR OTHER ECONOMIC ADVANTAGE), ARISING OUT OF, OR IN CONNECTION WITH, THE CREATOR FUND OR THESE CREATOR FUND TERMS, BASED ON ANY THEORY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (III) ALL WARRANTIES, CONDITIONS, TERMS AND LIABILITIES EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXCLUDED AND HEREBY DISCLAIMED.
Independent Contractor
The parties acknowledge that their relationship is that of independent contractors and nothing contained in these Creator Fund Terms will be deemed to create or be construed as creating any partnership, joint venture, or employment relationship. For the avoidance of doubt, Creator agrees that Creator is not an employee of Xip and is not entitled to (and also hereby waives to the maximum extent allowed by law) any benefits provided or rights guaranteed by Xip, or by operation of law, to its employee.
Modifications
Xip may modify any of the terms and conditions contained in these Creator Fund Terms, at any time and in its sole discretion. Xip will endeavor to provide notice to Creator of any modifications to the Creator Fund; provided, however, that Xip is not responsible for Creator’s failure to receive notice of changes, and Creator agrees to review the Policies and any updated Creator Fund Terms to ensure that Creator is familiar with the most recent version of such Creator Fund Terms and Policies. Creator’s continued participation in the Creator Fund following the public posting of updated Creator Fund Terms shall constitute Creator’s acceptance of the updated Creator Fund Terms. If Creator does not agree to any updated Creator Fund Terms or Policies, Creator may terminate their participation in the Creator Fund at any time.
Miscellaneous
Under no circumstances will Xip be liable for any delay or failure in performance related to the Creator Fund due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of Xip. These Creator Fund Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Creator Fund Terms will be filed only in the state or federal courts located in San Francisco, California. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action. If any provision of these Creator Fund Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Creator Fund Terms and will not affect the enforceability of any other provision. The failure by Xip to enforce any right or provision of these Creator Fund Terms will not prevent Xip from enforcing such right or provision in the future and will not be deemed to modify these Creator Fund Terms. Xip may, at any time, assign its rights and obligations under these Creator Fund Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law. Creator may not assign any of its rights or obligations under these Creator Fund Terms without Xip’s prior written consent.
