Effective Date: August 26, 2024

Last Updated Date: August 26, 2024

 

The SOOP Monetization Agreement (the “Agreement”) governs your (any participating individual or entity is referred to as “you,” “your,” or “Streamer”) participation in the Monetization Program (the “Program”) for the activities conducted by you through the SOOP Services provided by SOOP (referred to as “the Company”, or “SOOP”). Any Streamer participating or attempting to participate in the Program must agree to abide by this Agreement.

 

By accepting this Agreement, using SOOP, or continuing to participate in the Program, you acknowledge that the terms stated herein will govern your engagement in the Program. Additionally, you agree that SOOP will not have any obligations related to this Agreement until it confirms your eligibility for participation.

 

The Terms of Service, inclusive of any additional guidelines, rules, and policies provided by SOOP (collectively referred to as the "Terms of Service"), are integrated into this Agreement and will continue to govern your use of SOOP Services.

 

Capitalized terms used herein without definition shall have the meanings assigned to them in the Terms of Service.

 

1. Eligibility

To qualify for participation in the Program, you must complete and submit a comprehensive and accurate SOOP Program application. SOOP reserves the right to request and collect all necessary information, forms, documents, or certifications required to fulfill any tax obligations related to payments under this Agreement. Once submitted, your application will undergo evaluation by SOOP, and you will be notified of its acceptance or rejection. SOOP reserves the right to determine your eligibility for participation at SOOP's sole discretion.

 

2. Compliance

You are responsible for ensuring that all information in your Program application and your account, including email address, physical address, and contact information remains complete, accurate, and current. SOOP will hold a reasonable belief that the information provided by you is accurate and up to date, and will not be responsible for any damages arising from inaccurate or outdated information provided by you. To participate in the Program and generate any revenue, you must adhere to this Agreement and the Terms of Service, both of which may be updated periodically.

You must also promptly provide the Company with any requested information to verify your compliance with this Agreement. If you fail to comply without prior permission from SOOP, SOOP reserves the right to take the following actions: disable any monetization tools on your SOOP Channel; withhold fees that would otherwise be payable to you, to the extent permitted by applicable law; terminate your Agreement; and deactivate your SOOP Channel.

 

3. Content

You are solely responsible for the Content you create using SOOP Services. It is your responsibility to secure and continuously uphold all necessary rights, consents, approvals, permits, and licenses for the use, reproduction, broadcasting, streaming, distribution, performance, and display of Content on your SOOP Channel. You must promptly remove any Content from your SOOP Channel that violates this Agreement.

 

4. Revenue

Upon acceptance to the Program, SOOP will provide monetization tools on your SOOP Channel, enabling you to potentially generate revenue and to share a certain portion of such revenue with SOOP as outlined in this Agreement (referred to as “Program Revenues”). Your entitlement to revenues for live-streaming performances on your SOOP Channels and revenues for the operation of your SOOP Channel will be clearly specified in this Agreement or on your dashboard throughout your participation in the Program. SOOP reserves the right to add, remove, amend, or update any monetization tools at its discretion. It is important to note that the Program Revenues outlined in this Agreement are non-transferrable, non-assignable, and cannot be inherited, gifted, donated, or otherwise conveyed to any other party, whether by legal means or otherwise

4.1.  Gems

“Gem” refers to digital content that enables SOOP Users to show support for Streamers, using support functions on SOOP Services. You may receive a portion of revenue from the Company relating to Gems that are used on your SOOP Channel, based on your revenue share percentage. Program Revenues you receive for Gems used on your SOOP Channel may be subject to your monetized status and local pricing.

4.2. Subscriptions

“Subscription” refers to digital content in which SOOP Users can sponsor desired Streamers as a one-time support for thirty (30) days or on a monthly basis. You may receive a portion of revenue from the Company relating to Subscriptions sponsored for you, based on your revenue share percentage. Program Revenues you receive for your sponsored Subscriptions may be subject to your monetized status and local pricing.

 

5. Payment

5.1. Amount Payable

Program Revenues payable by SOOP to you will be paid on a monthly basis, within forty-five (45) days following the conclusion of each calendar month, and in United States Dollars or in Thai Baht depending on your selected country to receive payouts,  unless specifically stated otherwise by the payment service provider. The “Revenue up to Last Month” on your dashboard represents a sum of the revenue obtained through SOOP monetization tools up to the previous calendar month, less the share of revenue of SOOP which may cover any (a) billing or platform fees, licensing costs, and fees, expenses related to advertisements, costs of sales, and any other incurred costs and fees incurred in delivering and promoting the SOOP Services; (b) taxes, returns, refunds, chargebacks, discounts, currency exchange fees related to payment methods, uncollectible debts, and any other relevant credits. Bank and transaction fees associated with your chosen payment option shall be subtracted from the Program Revenues prior to payment, and such deduction shall not be applied to the Revenues on your dashboard. Please be aware that the Revenue amounts displayed on your dashboard are provided solely for informational purposes and estimation, and may not represent final payment calculations and amounts accurately.

 

5.2. Payment

Payment will be made through a payment method you choose from the options SOOP made available. You are responsible for providing and maintaining accurate and up-to-date information for payment. SOOP reserves the right to offset any amounts owed by SOOP to you against any amounts owed from you to SOOP, whether under this Agreement or otherwise. SOOP shall not be obliged to make a payment if the total amount due to you under this Agreement falls below the payment threshold specified on your dashboard (the "Payment Threshold"). In such cases, SOOP may choose to accumulate the Program Revenues until its accumulation reaches or exceeds the Payment Threshold. The Payment Threshold specified on your dashboard is hereby integrated into this Agreement. In the event of any overpayment made to you for any reason, SOOP retains the right to adjust or offset it against subsequent Program Revenues payable to you under this Agreement. Should you breach this Agreement, including the Terms of Service, SOOP reserves the right, in addition to any other remedies available to the Company and to the extent permitted by applicable law, to withhold (and you acknowledge and agree that you will not be entitled to receive) Program Revenues otherwise due to you under this Agreement, regardless of whether directly associated with such violation.

 

5.3. Taxes

Throughout your participation in the Program, you must provide the Company with any necessary information, forms, documents, or certifications to fulfill SOOP’s information reporting or withholding tax obligations for payments under this Agreement. When receiving payments from SOOP under this Agreement, you are responsible for adhering to all relevant federal, state, or local tax laws and regulations applicable to recipients of such payments.

 

You are accountable for ensuring the payment of all applicable taxes related to the Program Revenues and any payments received under this Agreement. This includes any and all federal, state, municipal, provincial, county, local, and foreign taxes, assessments, and other governmental charges in the nature of a tax, however denominated, such as income taxes, sales taxes, use taxes, or any other taxes imposed by governmental authorities. You agree to meet all tax obligations stemming from your participation in the Program and to indemnify SOOP against any claims, liabilities, or penalties resulting from your failure to fulfill these obligations.

 

6. Representations and Warranties

You represent and warrant the following: (a) You have reached the legal age of majority in your place of residence (if an individual), and otherwise have the full corporate and legal right, power, and authority to enter into this Agreement and to perform the obligations required hereunder; (b) You have thoroughly reviewed, comprehended, and agree to abide by the Terms of Service; (c) You have settled and will settle any necessary payments to third parties related to your Content, and SOOP shall not be liable to the third parties for any such payments for activities specified in this Agreement; (d) Your participation in the Program does not and will not breach any contracts or agreements to which you are a party or otherwise obligated, nor infringe upon any third-party rights or obligations; (e) Your participation in the Program, including receipt of Program Revenues, does not and will not contravene any applicable laws, regulations, standards, or requirements imposed by government authorities, including those governing communications and marketing practices; and (f) the information you provide in connection with the Program is and will be accurate and complete at all times. You can update your information by contacting the Company through SOOP Services.

SOOP does not make any representation or warranty regarding any revenue or fees you can expect at any time in connection with the Program, and shall not be held liable for any actions you take based on your expectations.

 

7. Termination

Streamer may terminate this Agreement at any time, with or without cause, by providing written notice at least thirty (30) days in advance. To provide written notice, the streamer can send an email to globalsupport@sooplive.com. SOOP reserves the right to immediately terminate this Agreement and suspend your participation in the Program under the following circumstances: (a) if you violate the terms of this Agreement; (b) if you or any of your Content violates the Terms of Service or this Agreement, resulting in suspension of your SOOP Channel; (c) if you engage in activities that reflect negatively on you or SOOP; and (d) without cause, for any reason. In such cases, termination will be effective upon SOOP issuing a termination notice.

 

8. Modification

SOOP may change, modify, add, or remove parts of this Agreement at any time to reflect updates to the SOOP Services, Program changes, or legal adjustments ("Modifications"). SOOP will provide prior notice to you before making such changes. Please check this Agreement regularly for updates. If you find any Modifications unacceptable, your only option is to terminate this Agreement. Your continued participation in the Program after the modification constitutes acceptance of the Modifications.

 

9. Disclaimer

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SOOP SERVICES AND THE PROGRAM ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SOOP MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, AVAILABILITY, SUITABILITY, OR TIMELINESS OF THE SOOP SERVICES OR THE PROGRAM. SOOP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, SOOP DOES NOT MAKE ANY REPRESENTATION OR WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SOOP IN CONNECTION WITH THE PROGRAM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

 

10. Independent Contractor

You acknowledge that your relationship with SOOP is that of independent contractors, and nothing contained in this Agreement will be construed as creating any partnership, joint venture, or employment relationship with SOOP. For clarity, you acknowledge that you are not an employee of SOOP and waive any entitlement (to the maximum extent permitted by law) to benefits or rights typically provided to SOOP employees, including but not limited to group insurance, liability insurance, disability insurance, vacation, leave, retirement plans, or unemployment insurance.

 

11. Limitation of Liability

SOOP AND ITS AFFILIATES SHALL NOT BE HELD LIABLE FOR ANY FORM OF LOSS INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOST REVENUE, PROFITS, OR BUSINESS OPPORTUNITIES, AS WELL AS INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, REGARDLESS OF PRIOR ADVICE REGARDING THE POSSIBILITY OF SUCH LOSSES. FURTHERMORE, THEIR COMBINED LIABILITY UNDER ANY CIRCUMSTANCE SHALL BE RESTRICTED TO THE TOTAL REVENUE PAID OR PAYABLE TO YOU WITHIN THE TWELVE-MONTH PERIOD PRECEDING THE OCCURRENCE OF THE EVENT PROMPTING THE CLAIM.

 

12. Jurisdiction

This Agreement is governed by the laws of the State of California, without giving effect to any choice of law rule that would result in the application of the laws of any other jurisdiction to the rights and duties of the parties herein. In the event that a claim, suit, action, or proceeding arising out of or relating to this Agreement is initiated by a party in court, the parties hereby agree to (a) the exclusive jurisdiction and venue of the courts situated in the City and County of Los Angeles, California, USA; (b) waive any jurisdictional or venue defenses otherwise available to them; and (c) accept service of process by mail.

 

13. Miscellaneous

SOOP retains the right to modify any terms and conditions within the Program at its sole discretion and at any time. Although SOOP will make reasonable efforts to notify you of any modifications, it is not liable for your failure to receive such notifications. You agree to review updated Terms of Service and any updated Program terms to ensure you are informed of the latest version. Your continued participation in the Program following the public posting of updated terms constitutes acceptance of the changes. If you disagree with any updated terms, you may terminate your participation in the Program at any time. The failure of SOOP to enforce any rights granted herein upon the occurrence of any contingencies outlined in the Program does not constitute a waiver of such rights. You are not permitted to assign, transfer, or delegate any rights or obligations contained in the Program. SOOP may choose to assign these Program terms without prior notice to you.