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Effective as of Jun 30th 2021
This Publisher’s Agreement supplements, and is incorporated into, the Terms of Service Agreement.
This Publisher’s Agreement is entered into between Tradewith and you. You remain subject to the Terms of Service Agreement and any terms defined in the Agreement shall have the same meanings in this Publisher’s Agreement.
This Publisher’s Agreement may be changed by Tradewith in the same manner set forth in the Agreement.
1. Publisher Status
By establishing an Account with a Publisher’s designation, you have elected Publisher status and are seeking to become eligible to receive subscription income through Tradewith.
You acknowledge all Users may choose to display investment ideas, however, Publishers’ displayed investment ideas and/or verified investments may be displayed only to those Users who have subscribed (“Subscribers”) to the particular Publisher or a Tradewith subscription program that includes the Publisher, such as the Top-Ranked Bundle subscription. Tradewith may choose to display rankings of investment ideas from all Users and Tradewith and/or to provide rankings and other information relating only to Publishers (including Tradewith acting in such capacity) such as a leaderboard. As a Publisher, you may be included in performance information and rankings visible to all Users, and your investment ideas may be visible only to your Subscribers, including if you are in the Top-Ranked Bundle subscription. From time to time, Tradewith may change any aspect of its Services, including how it provides Users with investment ideas and other information, the pricing for subscriptions, and the promotions and programs it provides. Tradewith, for example, may determine to display its and Publishers’ investment ideas to all Users as part of a promotion, beta test or other program provided in its Services, including upon Publisher’s initiation of publication or changes to Services. Tradewith’s determinations regarding its Services are made in its sole discretion. There is no guarantee that you will receive subscription income as a Publisher.
Prior to being paid as a Publisher, you shall provide Tradewith with the following:
2. Investment Idea Tracking.
As part of maintaining your Publisher status, you consent to, and will facilitate, Tradewith displaying your investment ideas to Subscribers in the formats then currently available in the Services. You will provide Subscribers with displayed investment ideas either by: (a) manually entering and updating your investment ideas using the App or other Services; or (b) to the extent available, by connecting a brokerage account held by you and in which only your investment ideas are entered, which account shall link to Tradewith to enter and update your investment ideas (which are shown as verified investments to Subscribers). You agree that any brokerage account displaying you investment ideas will be owned by you and shall not be utilized as any type of fund or otherwise offer interests to third parties and you shall not make investment offerings using the Services. You will review the information provided to Subscribers for correctness and completeness, including confirming, if applicable, that verified investments from your brokerage account has displayed correctly to Subscribers.
In the event your status as a Publisher is terminated for any reason or you change your subscription programs, unless otherwise determined by Tradewith, you shall continue to provide for use by prior Subscribers, updates to any investment ideas that were open investments at the time of your termination or change.
3. Subscription Programs, Pricing and Payment.
(a) Through selections in your Account, you may choose to participate as a Publisher in one or more of subscription programs such as those described as examples below.
(i) A Top- Ranked Bundle subscription allows Subscribers to this subscription to follow and replicate the investment ideas of Publishers who are the most highly ranked as determined by Tradewith’s proprietary algorithms. You acknowledge that the algorithm and other determinations made by Tradewith to provide the Top-Ranked Bundle subscription is expected to differ from those made to provide Users with the leaderboard rankings.
Tradewith establishes the pricing for the Top- Ranked Bundle subscription.
Tradewith receives a certain percentage of all Net Subscription Income and Publishers who are selected for the Top-Ranked Bundle share between them in a certain percentage of all Net Subscription Income in proportion to the number of Publishers. The percentage amounts are determined in Tradewith’s sole discretion.
(ii) An Independent subscription allows Subscribers to follow specific Publishers.
As a Publisher of an Independent subscription, you agree to regularly provide your Subscribers with Content such as long form commentary and analysis.
You establish the pricing for your Independent subscription(s). You set your pricing based on an annual rate. Monthly pricing is, unless otherwise requested and approved, determined by dividing yearly pricing by 8.
Tradewith receives a certain percentage and you receive a certain percentage of all Net Subscription Income from your Independent subscriptions. The percentage amounts are determined in Tradewith’s sole discretion.
(b) Tradewith shall pay you monthly based on the Net Subscription Income for the prior month; provided that payments shall be made when the amount due to you is greater than $100 and not less often than yearly. Net Subscription Income is the amount determined from (i) collected subscription income minus (ii) any fees paid to App stores or providers; (iii) refunds made to applicable Subscribers (including any refunds made to Subscribers to the Top-Ranked Bundle, if you were a Top Ranked Publisher during the period for which a refund was made); (iv) refunds or chargebacks from any Payment Processor for applicable Subscribers; (v) Taxes, if applicable and payable for subscriptions; (vi) Forfeitures; and (vii) other deductions reasonably relating to an applicable Subscriber and for which Tradewith will provide Publisher with the basis for such deduction. To the extent possible Tradewith will separately identify, collect and pay Taxes if applicable for subscriptions.
Tradewith is granted the sole discretion to refund or return payments to Subscribers, including based upon any of your Content or complaints or other actions relating to you.
We may charge you or offset amounts due to you for amounts paid to you in error, for refunds made to Subscribers or for any other amounts that are due from you. Upon our request, you will return payments made to you by Tradewith for amounts for which you are charged or we determine not to offset future amounts due to you. The foregoing is not a limitation on our remedies.
You shall provide Tradewith with the information for a U.S. bank account owned by you and in your name to permit Tradewith to make an electronic or ACH payment to the account and you shall update the information in the event of any changes.
You agree that you shall not be entitled to subscription income and you will forfeit your share of Net Subscription Income (each a “Forfeiture”) in the event: (a) you regularly fail to maintain or refresh your brokerage account connection after you have elected to verify your investments to Subscribers; (b) you materially breach any agreement with Tradewith; (c) you are the subject of any legal proceeding of which Tradewith receives notice and reasonably interprets as restricting or prohibiting you from receiving subscription income; or (d) you fail to advise Tradewith of your bank account information to permit it to make payment to you within 6 months of accruing any portion of Net Subscription Income payable to you.
You are responsible for paying all Taxes on the amounts we pay you. You are responsible for notifying us of any errors in payments you believe occurred and keeping your payment information up to date. We are not responsible for the cost of any payment processing, errors or payments misdirected based on your instructions.
4. Additional Covenants, Representations and Warranties.
(a) You affirm the covenants, representations and warranties in the Agreement each time you submit investment ideas (whether ideas or as verified investments) as a Publisher, including you affirm that: (i) you are solely responsible for any User Content you submit, including any claims or warranties; (ii) all information about you is current, accurate and complete; (iii) all your User Content adheres to the Agreement, including the obligation to disclose ownership or other conflicts of interest relating to any of your investment ideas; and (iv) you are not providing personalized investment advice to any User. Furthermore, you acknowledge that Tradewith may change its Services at any time, including its subscription programs, investment tools and other aspects of its business; and the disclaimers of warranties and liability in the Agreement apply to you and your use of the Services as a Publisher. Without limiting the foregoing, you acknowledge that Tradewith’s proprietary tools include subjective determinations which could rise to the level of arbitrary, which could negatively affect the ranking or evaluation of you, your investment ideas and your subscriptions, and otherwise be disagreeable to you for many reasons, and you release Tradewith from any responsibility for Losses related to its tools and agree further that the disclaimers of warranties and liability in the Agreement includes and applies to any Losses relating to such tools.
(b) You represent and warrant that you shall not use the Services for any purpose other than as contemplated in the Agreement and this Publisher’s Agreement, including you shall not separately charge any fees for your subscription(s) or provide payments to third parties for the subscriptions offered by you.
(c) You will not obtain or attempt to obtain, on your behalf or for others, any other party’s identification documents, personal financial information or other personally identifiable information.
(d) You will cooperate with Tradewith to address any comments or complaints regarding you, including your Content.
(e) You are an independent contractor. You acknowledge that you are not authorized to make agreements, promises or guaranties or to take any other actions on behalf of Tradewith, including you will not offer or imply that you will refund fees or charges.