COPYWINS CREATOR AGREEMENT
This Creator Agreement (this “Agreement”) is entered into between CopyWins, Inc., a Delaware corporation (“CopyWins,” “we,” or “us”), and the individual or entity identified in the registration process (“Creator,” “you,” or “your”). This Agreement governs your use of the CopyWins platform as a creator of content. By completing creator registration or by publishing any content as a creator, you agree to be bound by this Agreement.
1. The Platform and Your Role
CopyWins operates a social platform on which independent creators publish content, including written analysis, trading-related picks, and sports-related picks (collectively, “Content”). You are an independent creator and not an employee, agent, partner, joint venturer, or affiliate of CopyWins. CopyWins does not direct, control, or supervise the substance of your Content. You retain editorial control over your Content subject to the requirements of this Agreement and the platform's Content Policy.
CopyWins does not provide investment, financial, or betting advice. CopyWins does not execute trades, place wagers, or take any action on a user's behalf. CopyWins does not custody user funds. Your Content is published for informational and educational purposes only. Users of the platform retain sole discretion and responsibility for any decision they make.
2. Eligibility and Verification
To act as a creator, you must be at least 18 years of age, must not be located in any jurisdiction restricted by the platform, and must complete the platform's identity verification (“KYC”) process. You agree to provide accurate information during registration and to update that information promptly if it changes. CopyWins may decline any creator application or terminate any creator at its sole discretion.
3. Representations Regarding Your Status
You represent and warrant, on the date you accept this Agreement and continuously while you publish Content on the platform, as follows.
3.1 No Holding Out as Registered or Licensed
You will not represent or imply, in your Content, profile, marketing, or otherwise on the platform, that you are any of the following unless you actually are and provide CopyWins with documentation upon request: (a) a registered investment adviser under the Investment Advisers Act of 1940 or under any state law; (b) a registered broker, dealer, or registered representative under the Securities Exchange Act of 1934 or under any state law; (c) a registered Commodity Trading Advisor or Commodity Pool Operator under the Commodity Exchange Act, or a member of the National Futures Association; (d) a licensed sports information service provider in any jurisdiction that licenses such providers, including without limitation Nevada under NRS 463.0193; or (e) any other licensed or registered professional in a financial, gambling, or advisory capacity.
3.2 Compliance with Applicable Law
You represent that your publication of Content on the platform, and your receipt of compensation in connection with that publication, complies with all laws and regulations applicable to you in your jurisdiction of residence and in any jurisdiction in which you direct your Content. If your Content involves securities, retail forex, futures, commodity interests, or commodity pools, you represent that you are either properly registered or exempt from registration with respect to your activity. If your Content involves sports picks for compensation, you represent that you have determined whether your activity requires licensure under the law of any jurisdiction in which you are located or in which you target your Content, and that you comply with any such requirement.
3.3 Tax Status
You are responsible for reporting and paying all taxes due on compensation received through the platform. CopyWins may request and you agree to provide any tax forms required by applicable law (including Form W-9 for U.S. persons or the applicable Form W-8 for non-U.S. persons).
4. Content Standards
4.1 No Personalized Advice
Your Content must be impersonal in nature and directed to your subscriber population generally. You will not provide individualized advice tailored to a specific user's portfolio, account size, financial situation, risk tolerance, or sporting preferences. You will not respond to user questions in direct messages or private channels with content that constitutes personalized advice. The publisher's exemption to investment adviser registration depends on the impersonal nature of published content; personalized advice undermines that exemption.
4.2 No Guarantees of Performance
Your Content will not state, imply, or suggest that any pick will succeed, that any specified return is assured, that any user will profit, that a result is “guaranteed,” “lock,” “sure thing,” or any equivalent. Your Content may include your opinion or analysis but must clearly present such opinions as your own and must not present them as predictions of certain outcomes.
4.3 Substantiation of Performance Claims
Any historical performance figure you publish must be capable of substantiation from your published Content, must reflect all picks during the measurement period (not a curated subset), and must include both wins and losses. You agree that CopyWins may calculate and display your performance figures from your platform-published Content using its own methodology, and that any user-facing performance display will be based on platform-calculated, time-stamped results.
4.4 Forex and Futures Restriction
Until further notice, you will not publish actionable signals or trade recommendations on retail forex or futures contracts. Educational commentary on forex or futures markets remains permitted. You may apply for an exception from this restriction by submitting evidence of your CTA registration or qualifying CTA exemption to CopyWins.
4.5 Prohibited Categories
Your Content will not include: (a) picks designed to manipulate the price of thinly traded securities or tokens; (b) coordinated picks timed with other creators to influence market prices; (c) tout-style guarantees on the sports side; (d) impersonation of any person or entity; (e) content designed to defraud subscribers; (f) content that violates applicable law; (g) content that infringes the intellectual property rights of any third party; (h) content directed at minors; or (i) content directed at any restricted jurisdiction listed in the platform's terms.
4.6 Disclosures
If you receive compensation, free product, or any other consideration from any third party in exchange for mentioning, promoting, or linking to that third party's product or service, you must disclose that relationship clearly and conspicuously in the relevant Content, in accordance with the FTC Endorsement Guides at 16 C.F.R. Part 255. Disclosures must be in close proximity to the related content and use clear language identifying the material connection.
5. Compensation, Payments, and Stripe Connect
5.1 Compensation Structure
CopyWins facilitates subscription payments and tips from users to creators through the Stripe Connect platform. Stripe is the payment processor; CopyWins is not a money transmitter and does not custody funds. CopyWins receives a platform fee from each subscription transaction in the amount disclosed in the Earnings Policy. A buyer-side service fee may also be charged to the subscriber as disclosed in the Earnings Policy. Tipping is voluntary and not performance-based compensation; CopyWins receives a platform fee from tips as disclosed.
5.2 Stripe Account Requirement
To receive payouts, you must maintain an active Stripe Connect account in good standing. You authorize Stripe to act as your payment agent for transactions on the platform. Payouts are processed in accordance with the Earnings Policy, including any applicable minimum payout threshold.
5.3 Right to Withhold Payouts
CopyWins may withhold or reverse a payout where it determines, in good faith, that there is a risk of fraud, chargeback, manipulation, violation of this Agreement, or violation of law. CopyWins will provide notice and an opportunity to respond before final forfeiture except where immediate action is required.
5.4 Refunds
If a user receives a refund or chargeback on a transaction from which you received compensation, the refund or chargeback amount may be deducted from your future payouts.
6. License to Your Content
You retain ownership of your original Content. You grant CopyWins a worldwide, non-exclusive, royalty-free, sublicensable license to host, display, reproduce, distribute, transmit, and promote your Content on the platform and in marketing materials about the platform. This license is limited to the platform's operation and does not grant CopyWins ownership of your Content. The license survives termination only to the extent necessary for archival, legal compliance, and historical performance display.
7. Performance Display and Methodology
CopyWins may calculate and display performance figures based on your published Content. You acknowledge and consent to the following methodology: (a) every pick or signal you publish on the platform during a measurement period will be included; (b) outcomes will be determined from publicly available market or sporting event data; (c) pending or unresolvable picks will be excluded from win-rate calculations and disclosed as pending; (d) the methodology will be available to subscribers in a methodology statement; and (e) a typicality disclaimer will accompany any aggregate metric. You agree not to publish, on or off the platform, performance figures that are inconsistent with the platform-calculated figures.
8. Indemnification
You will indemnify, defend, and hold harmless CopyWins, its affiliates, and their respective officers, directors, employees, and agents from and against any claim, demand, action, loss, liability, damage, judgment, settlement, fee, or expense (including reasonable attorneys' fees) arising out of or related to: (a) your Content; (b) your breach of this Agreement; (c) your violation of any law or regulation, including without limitation any registration or licensure requirement applicable to your activity; (d) any claim by a user that your Content caused loss or damage; (e) any claim by a third party that your Content infringes intellectual property rights; or (f) your fraud, willful misconduct, or gross negligence.
9. Disclaimer and Limitation of Liability
The platform is provided to you on an “as is” and “as available” basis. CopyWins disclaims all express and implied warranties to the maximum extent permitted by law. CopyWins is not responsible for the substance of your Content. To the fullest extent permitted by law, CopyWins's aggregate liability to you under this Agreement will not exceed the platform fees paid by CopyWins to you in the six months preceding the event giving rise to the claim. Neither party will be liable for indirect, consequential, special, or punitive damages, except that this limitation does not apply to your indemnification obligations or to either party's fraud, willful misconduct, or gross negligence.
10. Term and Termination
This Agreement begins when you accept it and continues until terminated. Either party may terminate this Agreement at any time, for any reason or no reason, by removing the creator account or by written notice. CopyWins may suspend your account immediately for violation of this Agreement, suspected fraud, or risk to the platform or its users. Upon termination, your access to the platform as a creator ends, but Sections 3, 5.3, 5.4, 6 (to the extent stated), 7, 8, 9, 10, and 12 survive.
11. Modifications
CopyWins may modify this Agreement from time to time by posting a revised version. Material modifications will be communicated to creators by email or in-platform notice at least fifteen days before they take effect. Continued use of the platform as a creator after the effective date of a modification constitutes acceptance.
12. Governing Law, Dispute Resolution, and Class Waiver
This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Any dispute arising from or related to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with venue in Wilmington, Delaware. Each party waives the right to participate in any class, collective, or representative action. This Section does not prevent either party from seeking injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information.
13. Miscellaneous
This Agreement, together with the platform's Terms of Service, Earnings Policy, and Content Policy (each as amended from time to time), constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements. If any provision is held unenforceable, the remaining provisions remain in effect. No waiver of any provision is effective unless in writing. You may not assign this Agreement without CopyWins's written consent; CopyWins may assign without consent in connection with a merger, sale of assets, or reorganization. The relationship of the parties is that of independent contractors. Notices to you may be provided through the platform or to your registered email. Notices to CopyWins should be sent to [email protected].
BY CLICKING “I AGREE” OR BY PUBLISHING CONTENT AS A CREATOR ON THE PLATFORM, YOU AGREE TO BE BOUND BY THIS AGREEMENT.