Creator Agreement

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Effective Date: 1st July, 2024

This Creator Agreement (“Agreement”) is a binding contract between you and Clubb, a subsidiary of Clipara Ltd (“we”, “us”, “our”). It contains the rules and restrictions that govern your use of Clubb’s products and services (referred to below simply as “Clubb”) to distribute your Clubb website and content therein. If you use Clubb for this purpose, you are a Creator and will need to create a Creator account. In this Agreement, we refer to people that subscribe to your Clubb site as Subscribers.

Using Clubb in any way means that you agree to this Agreement, and this Agreement will remain in effect while you use Clubb. This Agreement includes everything in this document, as well as those in the Terms of Use, Privacy Policy and Content Guidelines and all other rules and procedures that may be published from time to time by us on Clubb. In the event of any conflict between this Agreement and any other terms and conditions you have agreed to with Clubb, this Agreement will prevail with respect to its subject matter.

If you don’t agree to all of the following, you may not use or access Clubb in any manner. If you have any questions, comments, or concerns regarding the Agreement or our products and services, please contact us at team@getclipara.com.

Ownership

First and foremost, you own what you create. Any original content you post, upload, share, store, or otherwise provide to Clubb remains yours and is protected by copyright and any other applicable intellectual property laws.

However, please note that you agree to grant us a limited license to your content in order to enable us to operate Clubb. This license allows us to promote your content and help you succeed on Clubb.

You agree that this limited license includes a worldwide, nonexclusive, sublicensable, royalty-free, fully paid-up, transferable right (a) to market your content and to permit others to use, access, and download your content through Clubb, and (b) to use your tradename(s), trademark(s), and logo(s) in connection with the distribution and marketing of your websites. For further details, please see “Posting Content on Clubb” in the Terms of Use, which is incorporated into this Agreement by reference.

Pricing and Payments

You may set and change the prices for your Clubb site at your discretion through your Creator account, though no price changes will apply retroactively.

If you choose to charge a subscription fee for your Clubb site, you agree to the following:

No Circumvention: You agree to process payments from Subscribers only in the manner determined by us. This includes using the third-party payment processing platform (“Payment Processor”) we choose, and following any other rules we specify. You may not circumvent your payment obligations to us by soliciting payment from a Subscriber outside of Clubb or by using any alternative method to collect subscription payments. This includes receiving payments for your Clubb site through links to PayPal or a separate Patreon page. You agree to notify us immediately if you receive any such offer or solicitation to circumvent your payment obligations by contacting team@getclipara.com.
Taxes: You agree that you shall bear and be responsible for any and all local, and foreign taxes, duties, tariffs, levies, withholdings, and similar assessments (including without limitation, sales, use, and value added taxes) related to your site.
Revenue Share: You agree to pay us a percentage of the total amount charged by you to Subscribers (the “Revenue Share”). The remaining amount, after any fees deducted by the Payment Processor, will be retained by you. The Revenue Share percentage is set between you and Clubb during registration of your Creator account.
Revenue Share Payment: During the term of this Agreement, the Payment Processor will pay the Revenue Share owed to us and deduct any applicable fees on a rolling basis as you process subscription payments from Subscribers**. You agree to these payments and further agree that all Revenue Share payments are non-refundable.**
Information Upon Request: You will provide us with all requested data or information about you and your content. This includes all payment and tax identification information, and you will ensure this information is accurate and up-to-date.

Relationships with Subscribers

You agree to the following rules around your relationships with Subscribers and other users of Clubb:

Sole Responsibility: You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any content you distribute through Clubb and for the consequences of your actions by doing so. This means that you acknowledge and agree that you are solely responsible for ensuring distribution of your content, our actions under this Agreement are solely to assist you in facilitating distribution.
Stopping Publication or Deleting Content: You may delete one or more pieces of content from Clubb at your discretion. However, please note that if you delete or stop operating your site before the end of a paid subscription term of a Subscriber, any and all obligations – including any refund obligations for the remaining portion of the subscription term – are solely your responsibility. We are under no obligation to issue any refunds to you or your Subscribers and we are entitled to keep any and all portions of any Revenue Share you have paid Clubb.
Disputes: If there is a dispute between you and a user about payments or any other issue, you agree we are under no obligation to become involved and that we will not be held liable for any such dispute. We are not liable for your relationship with users, and we won’t provide you with any legal advice regarding such matters.
Reporting a User: You can flag that a user that is violating our Terms of Use by sending an email to team@getclipara.com. After you provide us with written notice of this violation, we will determine whether this user’s access to your Clubb site should be suspended or terminated. We will also decide at our sole discretion whether this user’s access to the rest of Clubb will be suspended or terminated.
Support: You shall provide to us a current email address to which we may direct inquiries from Subscribers and other Clubb users regarding your content.

Acceptable Use

You are responsible for all your activity in connection with Clubb.

Make sure that you use Clubb in a manner that complies with the law and is permitted by this Agreement. If your use of Clubb is prohibited by applicable laws, then you aren’t authorized to use Clubb. We can’t and won’t be responsible for you using Clubb in a way that breaks the law.

You also represent and warrant that you will not publish content or otherwise use Clubb in a manner that:

is fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, or in any way violates Clubb’s Content Guidelines;
interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of Clubb or any third party;
infringes, violates, or misappropriates any law, statute, ordinance or regulation or rights of any third party;
spreads a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program.

Please review the “Acceptable Use Policy” detailed in the Terms of Use, as those rules are also incorporated into this Agreement by reference.

Limitation of Liability

To the fullest extent allowed by applicable law, under no circumstances and under no legal theory shall Clubb, its licensors, or its suppliers be liable to you or to any other person for:

Any indirect, special, incidental, or consequential damages of any kind, or any amount

No Warranties

Clubb is provided to you on an “as-is” basis. This means we provide it to you without any express or implied warranties of any kind. That includes any implied warranties of merchantability, warranties of fitness for a particular purpose, non-infringement, or any warranty that the use of Clubb will be uninterrupted or error-free.

Privacy

Clubb takes privacy very seriously and is committed to processing your personally identifiable information (“Personal Information”) and that of other Clubb users in accordance with applicable privacy and data protection legislation. For more information on how we process Personal Information please see our current Clubb Privacy Policy.

Consistent with our own Privacy Policy, we may collect certain data on how Subscribers engage with Creator sites. We will share, at our sole discretion, some of this information with you, including pageviews, Subscriber counts, and other data. You agree that Clubb is under no obligation to share this data with you.

Please note that our Privacy Policy only applies to the processing of Personal Information by Clubb as a data controller, meaning whenever we process Personal Information for our own purposes. Where Clubb processes Personal Information on behalf of you as a Creator, Clubb qualifies as a data processor and you qualify as a data controller for the purposes of applicable data protection law that uses these terms.

In that case the following terms apply to such data processing:

Each party shall comply with their respective statutory or regulatory data protection obligations.
Clubb shall process Personal Information in accordance with your instructions. Clubb shall have no liability whatsoever for violations of privacy and data protection laws that arise as a result of Clubb following your instructions under the Agreement.
If you collect, use, store or otherwise process Personal Information provided by or collected from Clubb users, you must do so securely and only for as long as it is needed and always in accordance with applicable privacy and data protection laws.
You are solely responsible for complying with any laws and regulations that apply to your processing of Personal Information on the Clubb platform. if appropriate.
You shall ensure that all Personal Information that you supply or disclose to Clubb has been obtained fairly and lawfully and that you have obtained all necessary consents and/or privacy notices required to permit Clubb to fulfil its obligations under this Agreement.
If you are based in the European Economic Area (“EEA”) or the United Kingdom (“UK”), the processing of Personal Information by Clubb on your behalf shall be governed by the terms of the data processing addendum attached to this Creator Agreement as Annex 1.

To the fullest extent allowed by applicable law, you agree to indemnify and hold Clubb, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims (including but not limited to fines or other sanctions imposed by data protection authorities) for any violations of this Creator Agreement or applicable privacy and data protection laws attributable to you.

Subprocessors

Due to the nature of Clubb’s business and the volume of users, our business needs and sub-processors may change from time to time. For example, we may need to remove a sub-processor to consolidate and minimize our use of sub-processors. Similarly, we may add a sub-processor if we believe, at our discretion, that doing so will improve our ability to deliver our services.

We will periodically update our sub-processors, as provided under Annex III, to reflect additions and removals to our list of our sub-processors. To receive email notifications of updates, as provided under Annex III, please contact team@getclipara.com

Under the terms of our Data Processing Agreement (DPA), a Creator may reasonably object in writing to the processing of its personal data by a new sub-processor within 30 days following the update of this page. If a Creator does not object during the 30-day time period, the appointment of the new sub-processor shall be deemed accepted by the Creator.

Terminating Your Account

Either party may terminate this Agreement at any time for any reason. Upon such termination of this Agreement, your right to use Clubb will immediately cease.

We may terminate this Agreement or terminate, suspend, or restrict your access to or use of Clubb at any time, for any reason. Reasons that may lead to us terminating or restricting access to Clubb include a breach of any of the terms or conditions of this Agreement, your offensive or unacceptable behavior, objectionable material, or any other actions in violation of guidelines we specify. We will notify Creators as soon as reasonably practicable if Creators’ access to Clubb is suspended or substantially limited due to technical problems with the platform.

You agree that this means that content may be removed from Clubb at any time in our discretion. You also agree that we retain the right to immediately halt the distribution of Clubb sites at our discretion.

Changes to this Agreement

We are constantly trying to improve our products and services, so this Agreement may need to change along with Clubb. We reserve the right to change the Agreement at any time, but if we do, we will bring it to your attention by placing a notice on the website, by sending you an email, and/or by some other means.

If you don’t agree with the new Agreement, you are free to reject them; unfortunately, that means you will no longer be able to use Clubb. If you use Clubb in any way after a change to the Agreement is effective and notice has been provided, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of this Agreement will be effective unless in writing and signed by both you and us.

Miscellaneous Terms

The above covers most of the questions that we typically receive about Clubb. We have grouped provisions that come up less frequently below:

Indemnification: To the fullest extent allowed by applicable law, you agree to indemnify and hold Clubb, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of Clubb (including any actions taken by a third party using your account), and (b) your violation of this Agreement. In the event of such a claim, suit, or action, we will attempt to provide notice to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Assignment: You may not assign, delegate or transfer this Agreement or your rights or obligations hereunder, or your Clubb account, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate this Agreement and our rights and obligations without consent.
Choice of Law: This Agreement is governed by UK law.
No Third-Party Beneficiaries: We agree there are no third-party beneficiaries intended under this Agreement.
No Joint Venture: You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Clubb Inc., and you do not have any authority of any kind to bind us in any respect whatsoever.
Waiver: The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.
Severability: If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that this Agreement shall otherwise remain in full force and effect and enforceable.
Survival: You agree that the terms under the heading “Privacy”, “Sole Responsibility”, “Acceptable Use”, “Indemnification”, “Stopping Publication or Deleting Content”, “No Warranty”, “Limitation of Liability”, “Assignment”, “No Joint Venture”, “Severability”, “Arbitration”, and “Entire Agreement”, and any payment obligations incurred shall survive termination of this Agreement.
Entire Agreement: You agree that this Agreement is the complete and exclusive statement of the mutual understanding between you and us, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.

ANNEX 1

Data processing addendum (DPA)

This data processing addendum (“DPA”) forms part of the Creator Agreement and is entered into between Clubb (as data processor) and the Creator (as data controller).

The terms of this DPA only apply if the Creator is based in the European Economic Area (“EEA’), in the United Kingdom (“UK”); or where, in the course of providing services to the Creator under the Creator Agreement, Clubb processes personal data on behalf of the Creator within the meaning of Articles 4(2) and 28 of the EU General Data Protection Regulation (“GDPR”) or its UK equivalent.

Additional Definitions. For the purpose of this DPA the terms “personal data”, "processing", “data subject”, "controller" and "processor" have the meanings given to them in the GDPR or applicable data protection laws to which the Personal Information may be subject to the extent that such concepts exist in such laws.

“EU Standard Contractual Clauses” or “EU SCCs” shall mean the standard contractual clauses for the transfer of personal data to third countries pursuant to the GDPR, adopted by the European Commission under Commission Implementing Decision (EU) 2021/914, including the text from module two ; .

“Standard Contractual Clauses” or ****“SCCs” means the EU Standard Contractual Clauses and/or the UK Standard Contractual Clauses (as applicable and consistent with the clarifying terms agreed by the Parties and set forth herein).

“UK Standard Contractual Clauses” (“UK SCCs”) means, collectively, the EU SCCs, consistent with the clarifications set forth herein, and the UK’s International Data Transfer Addendum (“UK Addendum”), attached as Annex 4 to the SCCs.

Creator obligations. The Creator:

acknowledges that Clubb, Clubb affiliates and their respective third party service providers may process personal data in connection with the provision of Clubb products and services to the Creator (the “Services”). A description of the processing activities performed in connection with the Services in provided in Appendix 1 to this DPA;
is solely responsible for compliance with the applicable data protection laws, including, but not limited to, the lawfulness of disclosing personal data to Clubb and the lawfulness of having personal data processed on behalf of Creator; and
ensures its instructions for processing personal data comply with the applicable data protection laws and the Creator shall have sole responsibility for the accuracy, quality and legality of the personal data and the means by which the Creator acquired the personal data.

Clubb obligations. Clubb agrees:

to process the personal data for the performance of the Services only in accordance with the documented instructions from the Creator as set out in the Creator Agreement, this DPA or through the settings in the Services, and, without any obligation to perform a legal examination, that it will notify the Creator if Clubb considers any such processing of personal data to be in violation of any applicable data protection laws;
to process the personal data only to the extent, and in such manner, as it is necessary for the provision of the Services;
that if it is legally required to process personal data otherwise than as instructed by the Creator, it will notify the Creator before such processing occurs unless prohibited from doing so by law;
to ensure that access to the personal data is limited to those personnel who require such access, and such are bound by, and made aware of, their obligations of confidentiality with respect to protecting personal data; to use its commercially reasonable efforts to provide assistance to the Creator upon request and only where the Creator cannot do so without Clubb’s assistance (i) in fulfilling data subjects’ requests for access, rectification, erasure, data portability or objection, and (ii) in fulfilling its obligations under the applicable data protection laws.
to make available information and allowing for and contributing to audits, including inspections and information requests, conducted by the Creator or an auditor mandated by the Creator upon reasonable written notice and during regular business hours, and in each case with all Clubb’s costs and expenses incurred being met by the Creator and only always limited to what is necessary to demonstrate compliance with applicable data protection laws;
taking into account the state of the art and the costs of implementation, to implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk to personal data or data subjects, which shall include protecting personal data against accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access (“Personal Data Breach”). Appendix 2 to this DPA contains a description of these measures and safeguards. Creator understands and agrees that these measures are subject to technical progress and development and Clubb is therefore expressly allowed to implement adequate alternative measures; and
without undue delay notify the Creator in writing of any Personal Data Breach and keep the Creator informed of related developments. The Creator is solely responsible for complying with any notification obligations applicable to the Creator. The performance of Clubb's obligation to report or respond to a Personal Data Breach under this article is not an acknowledgement by Clubb of any fault or liability with regard to the Personal Data Breach.

Use of sub-processors. The Creator agrees that:

Clubb may use sub-processors to provide certain parts of the Services on Clubb's behalf. The Creator hereby gives a general written authorization to Clubb to engage any sub-processor for the processing of personal data.
any sub-processors that are engaged by Clubb for the provision of the Services shall be subject to written sub-processor terms with Clubb requiring that the sub-processor abides by terms no less protective than this DPA.
Clubb currently uses the sub-processors included in Appendix 1 to this DPA. Clubb may remove or appoint other suitable and reliable sub-processors at its own discretion in accordance with this article. Clubb will give at least 6 weeks prior notice of any changes to the list of sub-processors. The Creator can object to a sub-processor by using its termination rights under the Agreement. If the Creator does not terminate the Agreement within this timeframe, the Creator is deemed to have accepted the respective sub-processor.
where the sub-processor fails to fulfill its data protection obligations, Clubb shall remain similarly liable to the Creator for the performance of its obligations under this DPA.

Deletion or return of personal data. On termination of the Creator Agreement Clubb will cease all processing of the personal data on behalf of the Creator and will as soon as possible delete the personal data or, if reasonably practicable to do so, return the personal data unless Clubb is subject to a legal requirement to store the personal data. Clubb has no liability or further obligation to the Creator with respect to the deletion of personal data as described in this section.

Miscellaneous

This DPA shall automatically terminate upon any termination or expiration of the Creator Agreement. If there is any conflict between any provision of this DPA and any provision of the Creator Agreement or the Terms of Use, this DPA shall prevail. If there is a conflict between this DPA and the SCCs the SCCs shall prevail.

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