Whop Terms of Service

Last Updated: January 12, 2023

Welcome, and thank you for your interest in Whop Inc. (“Whop,” “we,” or “us”) and our website at
www.whop.com, along with our related websites, hosted applications, mobile or other downloadable
applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a
legally binding contract between you and Whop regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING

THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR
USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS,
INCLUDING WHOP’S PRIVACY POLICY AND OTHER POLICIES REFERENCED BELOW (TOGETHER, THESE
“TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR
PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND WHOP’S PROVISION OF THE SERVICE
TO YOU, CONSTITUTES AN AGREEMENT BY Whop AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 17, you agree that
disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING
THESE TERMS, YOU AND WHOP ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE
IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1. Whop Service Overview. Whop operates the Service as a marketplace for digital goods and
services (the “Products”) where certain users (“Buyers”) can purchase the Products sold by
other users (“Sellers” or “Renters”). All Products are provided solely by the applicable Seller or
Renter and Whop is not responsible for the Products sold through the Service.

2. Eligibility. You must be at least 13 years old to use the Service. By agreeing to these Terms, you
represent and warrant to us that: (a) you are at least 13 years old; (b) you have not previously
been suspended or removed from the Service; and (c) your registration and your use of the
Service is in compliance with any and all applicable laws and regulations. If you are an entity,
organization, or company, the individual accepting these Terms on your behalf represents and
warrants that they have authority to bind you to these Terms and you agree to be bound by
these Terms.

3. Accounts and Registration. To access most features of the Service, you must register for an
account. When you register for an account, you may be required to provide us with some
information about yourself, such as your name, email address, or other contact information, or
to link certain outside accounts, such as a Google Drive account or a digital wallet (“Linked
Accounts”). You agree that the information you provide to us is accurate, complete, and not
misleading, and that you will keep it accurate and up to date at all times. You further agree that
all Linked Accounts are your own and you have all necessary rights to link them to the Service.
When you register, you will be asked to create a password. You are solely responsible for
maintaining the confidentiality of your account and password, and you accept responsibility for

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 all activities that occur under your account. If you believe that your account is no longer secure,
then you should immediately notify us at [email protected].

4. General Payment Terms. Certain features of the Service, including the purchase or sale of
certain Products, may require you to pay fees. Before you pay any fees, you will have an
opportunity to review and accept the fees that you will be charged. All fees are denominated in
the stated currency or other means of payment and are non-refundable unless otherwise
specifically provided for in these Terms.

4.1 Price. Whop reserves the right to determine pricing for the Service and any fees it may charge
on transactions conducted on the Service. Whop will make reasonable efforts to keep pricing
information published on the Service up to date. We encourage you to check our pricing page
periodically for current pricing information. Whop may change the fees for any feature of the
Service, including additional fees or charges, if Whop gives you advance notice of changes
before they apply. Whop, at its sole discretion, may make promotional offers with different
features and different pricing to any of Whop’s customers. These promotional offers, unless
made to you, will not apply to your offer or these Terms.

4.2 Authorization. You authorize Whop to charge all sums for the orders that you make and any
level of Service you select as described in these Terms or published by Whop, including all
applicable taxes, to the payment method specified by you. If you pay any fees with a credit card,
then Whop may seek pre-authorization of your credit card account prior to your purchase to
verify that the credit card is valid and has the necessary funds or credit available to cover your
purchase.

4.3 Sales Tax and Withholding Taxes.

(a) Sales, Use and Similar Taxes. In some instances Whop may have an obligation to add sales or
use tax to the purchase price of Products listed on the Whop marketplace. In such cases, Whop
will list the appropriate taxes, charge and collect them as part of the marketplace transaction
and either remit the taxes to the applicable taxing authority or transmit the collected taxes to
Sellers for Seller remittance and reporting to tax authorities.

(b) Withholding Taxes. In some instances Whop may be the Merchant of Record (MoR). As the
MoR, Whop may be obligated to withhold tax amounts from payments to Sellers or Renters.
Whop may withhold from any amounts payable under this Agreement to Sellers or Renters such
federal, state, local or foreign taxes as shall be required to be withheld pursuant to any
applicable law or regulation. In instances where Whop is not the Merchant of Record, Whop
does not bear any legal obligation or responsibility to collect, report, and remit any such taxes
on behalf of a Seller or Renter under any circumstances.

4.4 Product Price. If you are a Seller or Renter, you may set or change the price for your Products at
your sole discretion. You agree to keep all pricing information for your Products up to date and
to abide by any of your listed prices for sold Products.

4.5 Amount Paid to Sellers. When one of your Products is sold, you will receive the net purchase
price in the form of your base currency, minus (i) any applicable payment processing fees and (ii)
a service and platform fee in the amount set forth on the pricing page, which is retained by
Whop.

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4.6 Amount Paid to Renters. When one of your Products is rented, you will receive the net
purchase price in the form of Whop Credits (as described below), minus (i) any applicable taxes,
(ii) payment processor fees, (iii) bona fide refunds to Buyers, and (iv) a service and platform fee
in the amount set forth on the pricing page, which is retained by Whop.

4.7 Whop Credits. If you are a Renter, you will receive all amounts owed to you in the form of
“Whop Credits”. Whop Credits may be used to purchase Products, and other than with respect
to Dropped Whop Credits may be converted to the equivalent amount of U.S. Dollars and
withdrawn. At any time at our discretion, we may cash out your Whop Credits (other than
Dropped Whop Credits). Whop Credits are not transferrable. Whop may also from time to time
provide you with Whop Credits unrelated to the sale of a Product (“Dropped Whop Credits”).
Dropped Whop Credits have no cash redemption value and expire when your access to the
Service is terminated or earlier upon our notice to you. In addition to any other rights under
these Terms, Whop shall have the right to offset any amounts owed to Whop by you against the
Whop Credits in your account that are not Dropped Whop Credits.

4.8 Subscription Service. The Service may include certain subscription-based Products, or certain
aspects of the Service itself may result in automatically recurring payments for periodic charges
(“Subscription Products” and such charges, the “Subscription Fee”). The “Subscription Billing
Date” is the date when you purchase your first subscription to the Subscription Product. Your
access to the Subscription Product will begin on the Subscription Billing Date and continue for
the subscription period specified when you make your purchase (such period, the “Initial
Subscription Period”). Some subscriptions may automatically renew for additional periods if
specified in the Subscription Product description (the Initial Subscription Period and each such
renewal period, each a “Subscription Period”) unless you cancel the Subscription Product or the
Seller or we terminate it. If you activate a Subscription Product, then you authorize Whop or its
third-party payment processors to periodically charge, on a going-forward basis and until
cancellation of the Subscription Product, all accrued sums on or before the payment due date.
Your account will be charged automatically on the Subscription Billing Date and thereafter on
the renewal date of your Subscription Product for all applicable fees and taxes for the next
Subscription Period. You must cancel your Subscription Product before it renews unless
otherwise specified in the Subscription Product’s description in order to avoid billing of the next
periodic Subscription Fee to your account. Whop or its third-party payment processor will bill
the periodic Subscription Fee to the payment method associated with your account or that you
otherwise provide to us. You may cancel the Subscription Product by following the cancellation
steps described in the product description or by contacting us at [email protected]. YOUR
CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE
FOR THE NEXT SUBSCRIPTION PERIOD.

4.9 Delinquent Accounts. Whop may suspend or terminate access to the Service, including fee
based portions of the Service, or any Product, for any account for which any amount is due but
unpaid. In addition to the amount due for the Service, a delinquent account will be charged with
fees or charges that are incidental to any chargeback or collection of any the unpaid amount,
including collection fees. If your payment method is no longer valid at the time a renewal
Subscription Fee is due, then Whop reserves the right to delete your account and any
information or User Content (defined below) associated with your account without any liability
to you.

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5. Licenses

5.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Whop
grants you, solely for your personal use, a limited, non-exclusive, non-transferable,
nonsublicensable, revocable license to: (a) install and use one object code copy of any mobile or
other downloadable application associated with the Service (whether installed by you or
preinstalled on your mobile device by the device manufacturer or a wireless telephone provider)
on a mobile device that you own or control; and (b) access and use the Service. The foregoing
license does not include a license to any Products, which will be granted by the applicable Seller,
if at all.

5.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under
applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or
create derivative works of the Service; (b) make modifications to the Service; or (c) interfere
with or circumvent any feature of the Service, including any security or access control
mechanism. If you are prohibited under applicable law from using the Service, then you may not
use it.

5.3 Feedback. We respect and appreciate the thoughts and comments from our users. If you choose
to provide input and suggestions regarding existing functionalities, problems with or proposed
modifications or improvements to the Service (“Feedback”), then you hereby grant Whop an
unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to
exploit the Feedback in any manner and for any purpose, including to improve the Service and
create other products and services. We will have no obligation to provide you with attribution
for any Feedback you provide to us.

6. Ownership; Proprietary Rights. The Service is owned and operated by Whop. The visual
interfaces, graphics, design, compilation, information, data, computer code (including source
code or object code), software, services, and all other elements of the Service, but excluding any
Products, provided by Whop (“Materials”) are protected by intellectual property and other laws.
All Materials included in the Service are the property of Whop or its third-party licensors. Except
as expressly authorized by Whop, you may not make use of the Materials. There are no implied
licenses in these Terms and Whop reserves all rights to the Materials not granted expressly in
these Terms.

7. Third-Party Terms

7.1 Third-Party Services and Linked Websites. Whop may provide tools through the Service that
enable you to export information, including User Content, to third-party services, including
through features that allow you to link your account on the Service with an account on the third-
party service, such as Twitter or Facebook, or through our implementation of third-party
buttons (such as “like” or “share” buttons). By using one of these tools, you hereby authorize
that Whop to transfer that information to the applicable third-party service. Third-party services
are not under Whop’s control, and, to the fullest extent permitted by law, Whop is not
responsible for any third-party service’s use of your exported information. The Service may also
contain links to third-party websites. Linked websites are not under Whop’s control, and Whop
is not responsible for their content. Further, Whop will not provide exports of third-party data
(i.e. Stripe Express accounts) because the option to link to owned data that is readily accessible

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 is already available. Please be sure to review the terms of use and privacy policy of any third-
party services before you share any User Content or information with such thirdparty services.
Once sharing occurs, Whop will have no control over the information that has been shared.

7.2 Third-Party Software. The Service may include or incorporate third-party software components
that are generally available free of charge under licenses granting recipients broad rights to
copy, modify, and distribute those components (“Third-Party Components”). Although the
Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or
is intended to prevent or restrict you from obtaining Third-Party Components under the
applicable third-party licenses or to limit your use of Third-Party Components under those
thirdparty licenses.

8. User Content

8.1 User Content Generally. Certain features of the Service may permit users to submit, upload,
publish, broadcast, or otherwise transmit (“Post”) content to the Service, including Product
images, descriptions, and any other works of authorship or other works (“User Content”). You
retain any copyright and other proprietary rights that you may hold in the User Content that you
Post to the Service, subject to the licenses granted in these Terms.

8.2 Limited License Grant to Whop. By Posting User Content to or via the Service, you grant Whop a
worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense
through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by
means of a digital audio transmission), communicate to the public, reproduce, modify for the

purpose of formatting for display, create derivative works as authorized in these Terms, and
distribute your User Content, in whole or in part, in any media formats and through any media
channels, in each instance whether now known or hereafter developed. You agree to pay all
monies owing to any person or entity resulting from Posting your User Content and from
Whop’s exercise of the license set forth in this Section.

8.3 You Must Have Rights to the Content You Post; User Content Representations and Warranties.
You must not Post User Content if you are not the owner of or are not fully authorized to grant
rights in all of the elements of that User Content. Whop disclaims any and all liability in
connection with User Content. You are solely responsible for your User Content and the
consequences of providing User Content via the Service. By providing User Content via the
Service, you affirm, represent, and warrant to us that:

(a) you are the creator and owner of the User Content, or have the necessary licenses,
rights, consents, and permissions to authorize Whop and users of the Service to use and
distribute your User Content as necessary to exercise the licenses granted by you in this
Section, in the manner contemplated by Whop, the Service, and these Terms;

(b) your User Content, and the Posting or other use of your User Content as contemplated
by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise
breach any third-party right, including any copyright, trademark, patent, trade secret,
moral right, privacy right, right of publicity, or any other intellectual property, contract,
or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or
other property rights of any other person; or (iii) cause Whop to violate any law or

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 regulation or require us to obtain any further licenses from or pay any royalties, fees,
compensation or other amounts or provide any attribution to any third parties; and

(c) your User Content could not be deemed by a reasonable person to be objectionable,
profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or
otherwise inappropriate.

8.4 User Content Disclaimer. We are under no obligation to edit or control User Content
that you or other users Post and will not be in any way responsible or liable for User
Content. Whop may, however, at any time and without prior notice, screen, remove,
edit, or block any User Content that in our sole judgment violates these Terms, is alleged
to violate the rights of third parties, or is otherwise objectionable. You understand that,
when using the Service, you will be exposed to User Content from a variety of sources
and acknowledge that User Content may be inaccurate, offensive, indecent, or
objectionable. You agree to waive, and do waive, any legal or equitable right or remedy
you have or may have against Whop with respect to User Content. If notified by a user
or content owner that User Content allegedly does not conform to these Terms, we may
investigate the allegation and determine in our sole discretion whether to remove the
User Content, which we reserve the right to do at any time and without notice. For
clarity, Whop does not permit infringing activities on the Service.

8.5 Monitoring Content. Whop does not control and does not have any obligation to
monitor: (a) User Content; (b) any content made available by third parties; or (c) the use
of the Service by its users. You acknowledge and agree that Whop reserves the right to,
and may from time to time, monitor any and all information transmitted or received
through the Service for operational and other purposes. If at any time Whop chooses to
monitor the content, then Whop still assumes no responsibility or liability for content or
any loss or damage incurred as a result of the use of content. During monitoring,
information may be examined, recorded, copied, and used in accordance with our
Privacy Policy (defined below). Whop may block, filter, mute, remove or disable access
to any User Content uploaded to or transmitted through the Service without any liability
to the user who Posted such User Content to the Service or to any other users of the
Service.

9. Communications

9.1 Push Notifications. When you install our app on your mobile device, you agree to receive push
notifications, which are messages an app sends you on your mobile device when you are not in
the app. You can turn off notifications by visiting your mobile device’s “settings” page.

9.2 Email. We may send you emails concerning our products and services, as well as those of third
parties. You may opt out of promotional emails by following the unsubscribe instructions in the
promotional email itself.

10. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:

10.1 use the Service or sell any Products for any illegal purpose or in violation of any local,
state, national, or international law;

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 10.2 violate, encourage others to violate, or provide instructions on how to violate, any right
of a third party, including by infringing or misappropriating any third-party intellectual
property right;

10.3 access, search, or otherwise use any portion of the Service through the use of any
engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers,
and data mining tools) other than the software or search agents provided by Whop;

10.4 interfere with security-related features of the Service, including by: (i) disabling or
circumventing features that prevent or limit use, printing or copying of any content; or
(ii) reverse engineering or otherwise attempting to discover the source code of any
portion of the Service except to the extent that the activity is expressly permitted by
applicable law;

10.5 interfere with the operation of the Service or any user’s enjoyment of the Service,
including by: (i) uploading or otherwise disseminating any virus, adware, spyware,
worm, or other malicious code; (ii) making any unsolicited offer or advertisement to
another user of the Service; (iii) collecting personal information about another user or
third party without consent; or (iv) interfering with or disrupting any network,
equipment, or server connected to or used to provide the Service (v) harassing any user
with unsolicited, unwelcome, disrespectful, physically abusive or offensive behavior.
Examples of harassment include, but are not limited to, user targeting attempts (social
media bans, server bans, attacking other users’ social media), unwanted comments or
remarks, jokes, slurs, online messages, unwanted physical intimidation or touch and
literature including pictures and posters, depicting people in a negative light based on
prohibited grounds, e.g. racial or religious harassment, age harassment, etc.

10.6 perform any fraudulent activity including impersonating any person or entity, claiming a
false affiliation or identity, accessing any other Service account without permission;

10.7 sell or otherwise transfer the access granted under these Terms or any Materials (as
defined in Section 6) or any right or ability to view, access, or use any Materials; or

10.8 attempt to do any of the acts described in this Section 10 or assist or permit any person
in engaging in any of the acts described in this Section 10.

11. Intellectual Property Rights Protection

11.1 Respect of Third Party Rights. Whop respects the intellectual property rights of others, takes
the protection of intellectual property rights very seriously, and asks users of the Service to do
the same. Infringing activity will not be tolerated on or through the Service.

11.2 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act
applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual
property rights-related complaint about any material on the Service, you may contact our
Designated Agent at the following address:

Whop Inc.
Attn: Legal Department (IP Notification)

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 10 Grand St. – Ste. 13A
Brooklyn, NY 11249
Email: [email protected]

11.3 Procedure for Reporting Claimed Infringement. If you believe that any content made available
on or through the Service has been used or exploited in a manner that infringes an intellectual
property right you own or control, then please promptly send a written “Notification of Claimed
Infringement” to the Designated Agent identified above containing the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the
owner of the copyright or other right being infringed;

(b) a description of the copyrighted work or other intellectual property right that you claim
has been infringed;

(c) a description of the material that you claim is infringing and where it is located on the
Service;

(d) your address, telephone number, and email address;

(e) a statement by you that you have a good faith belief that the use of the materials on the
Service of which you are complaining is not authorized by the copyright or other
intellectual property right owner, its agent, or the law; and

(f) a statement by you that the above information in your notice is accurate and that,
under penalty of perjury, you are the copyright or other intellectual property right
owner or authorized to act on the copyright or intellectual property owner’s behalf.
Your Notification of Claimed Infringement may be shared by Whop with the user alleged
to have infringed a right you own or control as well as with the operators of publicly
available databases that track notifications of claimed infringement, and you consent to
Whop making such disclosures. You should consult with your own lawyer or see 17
U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed
infringement.

11.4 Repeat Infringers. Whop’s policy is to: (a) remove or disable access to material that
Whop believes in good faith, upon notice from an intellectual property rights owner or
authorized agent, is infringing the intellectual property rights of a third party by being
made available through the Service; and (b) in appropriate circumstances, to terminate
the accounts of and block access to the Service by any user who repeatedly or
egregiously infringes other people’s copyright or other intellectual property rights.
Whop will terminate the accounts of users that are determined by Whop to be repeat
infringers. Whop reserves the right, however, to suspend or terminate accounts of users
in our sole discretion.

11.5 Counter Notification. If you receive a notification from Whop that material made
available by you on or through the Service has been the subject of a Notification of
Claimed Infringement, then you will have the right to provide Whop with what is called
a “Counter Notification.” To be effective, a Counter Notification must be in writing,

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 provided to Whop’s Designated Agent through one of the methods identified in Section
11.2, and include substantially the following information:

(a) your physical or electronic signature;

(b) identification of the material that has been removed or to which access has been
disabled and the location at which the material appeared before it was removed or
access to it was disabled;

(c) a statement under penalty of perjury that you have a good faith belief that the material
was removed or disabled as a result of mistake or misidentification of the material to be
removed or disabled; and

(d) your name, address, and telephone number, and a statement that you consent to the
jurisdiction of Federal District Court for the judicial district in which the address is
located, or if you are residing outside of the United States, then for any judicial district
in which Whop may be found, and that you will accept service of process from the
person who provided notification under Section 11.2 above or an agent of that person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to
confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

11.6 Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to
Whop in response to a Notification of Claimed Infringement, then Whop will promptly provide
the person who provided the Notification of Claimed Infringement with a copy of your Counter
Notification and inform that person that Whop will replace the removed User Content or cease
disabling access to it in 10 business days, and Whop will replace the removed User Content and
cease disabling access to it not less than 10, nor more than 14, business days following receipt of
the Counter Notification, unless Whop’s Designated Agent receives notice from the party that
submitted the Notification of Claimed Infringement that such person has filed an action seeking
a court order to restrain the user from engaging in infringing activity relating to the material on
Whop’s system or network.

11.7 False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act
provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under
[Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or

(2) that material or activity was removed or disabled by mistake or misidentification, will be
liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by
any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is
injured by such misrepresentation, as the result of [Whop] relying upon such misrepresentation
in removing or disabling access to the material or activity claimed to be infringing, or in replacing
the removed material or ceasing to disable access to it.” Whop reserves the right to seek
damages from any party that submits a Notification of Claimed Infringement or Counter
Notification in violation of the law.

12. Modification of Terms. We may, from time to time, change these Terms. Please check these
Terms periodically for changes. Revisions will be effective immediately except that, for existing
users, material revisions will be effective 30 days after posting or notice to you of the revisions

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 unless otherwise stated. We may require that you accept modified Terms in order to continue to
use the Service. If you do not agree to the modified Terms, then you should remove your User
Content and discontinue your use of the Service. Except as expressly permitted in this Section
12, these Terms may be amended only by a written agreement signed by authorized
representatives of the parties to these Terms.

13. Term, Termination, and Modification of the Service

13.1 Term. These Terms are effective beginning when you accept the Terms or first download, install,
access, or use the Service, and ending when terminated as described in Section 13.2.

13.2 Termination. If you violate any provision of these Terms, then your authorization to access the
Service and these Terms automatically terminate. In addition, Whop may, at its sole discretion,
terminate these Terms or your account on the Service, or suspend or terminate your access to
the Service, at any time for any reason or no reason, with or without notice, and without any
liability to you arising from such termination. You may terminate your account and these Terms
at any time by using the live chat feature on the Service or by contacting customer service at
[email protected].

13.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate
and you must immediately cease all use of the Service; (b) you will no longer be authorized to
access your account or the Service; (c) you must pay Whop any unpaid amount that was due
prior to termination; (d) you may lose access to certain Products managed by Whop, and (e) all
payment obligations accrued prior to termination and Sections 5.3, 6, 13.3, 14, 15, 16, 17, and
18 will survive. You are solely responsible for retaining copies of any User Content you Post to
the Service since upon termination of your account, you may lose access rights to any User
Content you Posted to the Service. If your account has been terminated for a breach of these
Terms, then you are prohibited from creating a new account on the Service using a different
name, email address or other forms of account verification.

13.4 Modification of the Service. Whop reserves the right to modify or discontinue all or any portion
of the Service at any time (including by limiting or discontinuing certain features of the Service),
temporarily or permanently, without notice to you. Whop will have no liability for any change to
the Service, including any paid-for functionalities of the Service, or any suspension or
termination of your access to or use of the Service. You should retain copies of any User Content

you Post to the Service so that you have permanent copies in the event the Service is modified
in such a way that you lose access to User Content you Posted to the Service.

14. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the
Service, and you will defend and indemnify Whop, its affiliates and their respective
shareholders, directors, managers, members, officers, employees, consultants, and agents
(together, the “Whop Entities”) from and against every claim brought by a third party, and any
related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or
connected with: (1) your unauthorized use of, or misuse of, the Service or any Product; (2) your
violation of any portion of these Terms, any representation, warranty, or agreement referenced
in these Terms, or any applicable law or regulation; (3) your violation of any third-party right,
including any intellectual property right or publicity, confidentiality, other property, or privacy

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 right; (4) any dispute regarding any Product, or (5) any dispute or issue between you and any
third party. We reserve the right, at our own expense, to assume the exclusive defense and
control of any matter otherwise subject to indemnification by you (without limiting your
indemnification obligations with respect to that matter), and in that case, you agree to
cooperate with our defense of those claims.

15. Disclaimers; No Warranties by Whop

15.1 THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE
PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WHOP DISCLAIMS ALL WARRANTIES OF
ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS
AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-
INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR
TRADE. WHOP DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR
ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED,
SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND WHOP DOES
NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

15.2 ALL PRODUCTS ARE PROVIDED SOLELY BY THE APPLICABLE SELLER, ANY PURCHASE OR SALE OF
PRODUCTS IS ONLY FACILITATED BY WHOP. YOU AGREE THAT WHOP WILL NOT HAVE ANY
LIABILITY TO YOU, AND WHOP HEREBY DISCLAIMS ALL SUCH LIABILITY, REGARDING THE USE OR
FUNCTION OF ANY PRODUCT. ANY DISPUTES REGARDING A PRODUCT ARE SOLELY BETWEEN
THE APPLICABLE BUYER AND SELLER.

15.3 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE
SERVICE OR WHOP ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE
SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE WHOP ENTITIES OR THE
SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY
DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE
USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR
OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR
PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION
WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

15.4 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 15 APPLY TO THE FULLEST
EXTENT PERMITTED BY LAW. Whop does not disclaim any warranty or other right that Whop is
prohibited from disclaiming under applicable law.

16. Limitation of Liability

16.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE WHOP ENTITIES BE LIABLE
TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES
(INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS)
ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS
OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON

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 WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL
THEORY, AND WHETHER OR NOT ANY WHOP ENTITY HAS BEEN INFORMED OF THE POSSIBILITY
OF DAMAGE.

16.2 EXCEPT AS PROVIDED IN SECTIONS 17.5 AND 17.6 AND TO THE FULLEST EXTENT PERMITTED BY
LAW, THE AGGREGATE LIABILITY OF THE WHOP ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT
OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR
OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED
TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO WHOP FOR ACCESS TO AND USE OF
THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE
CLAIM AND (B) US$100.

16.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY,
DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES
ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN
ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE
PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS.
THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS
ESSENTIAL PURPOSE.

17. Dispute Resolution and Arbitration

17.1 Generally. Except as described in Section 17.2 and 17.3, you and Whop agree that every dispute
arising in connection with these Terms, the Service, or communications from us will be resolved
through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less
formal than a court proceeding, may allow for more limited discovery than in court, and is
subject to very limited review by courts. This agreement to arbitrate disputes includes all claims
whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and
regardless of whether a claim arises during or after the termination of these Terms. Any dispute
relating to the interpretation, applicability, or enforceability of this binding arbitration
agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WHOP ARE EACH
WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

17.2 Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these
Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring
an individual action in small claims court; (b) pursue an enforcement action through the

applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a
court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual
property infringement claim.

17.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the
provisions of this Section 17 within 30 days after the date that you agree to these Terms by
sending a letter to Whop Inc., Attention: Legal Department – Arbitration Opt-Out, 10 Grand St. –
Ste. 13A, Brooklyn, NY 11249 that specifies: your full legal name, the email address associated
with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-

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 Out Notice”). Once Whop receives your Opt-Out Notice, this Section 17 will be void and any
action arising out of these Terms will be resolved as set forth in Section 18.2. The remaining
provisions of these Terms will not be affected by your Opt-Out Notice.

17.4 Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal
Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under
its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA
Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-
7787879, or by contacting Whop.

17.5 Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of
the dispute to the other party by certified U.S. Mail or by Federal Express (signature required)
or, only if that other party has not provided a current physical address, then by electronic mail
(“Notice of Arbitration”). Whop’s address for Notice is: Whop Inc., 10 Grand St. – Ste. 13A,
Brooklyn, NY 11249. The Notice of Arbitration must: (a) identify the name or account number of
the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set
forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve
the claim directly, but if the parties do not reach an agreement to do so within 30 days after the
Notice of Arbitration is received, you or Whop may commence an arbitration proceeding. If you
commence arbitration in accordance with these Terms, Whop will reimburse you for your
payment of the filing fee, unless your claim is for more than US$10,000 or if the Company has
received 25 or more similar demands for arbitration, in which case the payment of any fees will
be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the
relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the
standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be
governed by the AAA Rules and the other party may seek reimbursement for any fees paid to
AAA.

17.6 Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your
[residence/billing address] unless we agree otherwise or, if the claim is for US$10,000 or less
(and does not seek injunctive relief), you may choose whether the arbitration will be conducted:
(a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or
video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or
parish) of your [residence/billing address]. During the arbitration, the amount of any settlement
offer made by you or Whop must not be disclosed to the arbitrator until after the arbitrator
makes a final decision and award, if any. Regardless of the manner in which the arbitration is
conducted, the arbitrator must issue a reasoned written decision sufficient to explain the
essential findings and conclusions on which the decision and award, if any, are based.

17.7 Arbitration Relief. Except as provided in Section 17.8, the arbitrator can award any relief that
would be available if the claims had been brough in a court of competent jurisdiction. If the
arbitrator awards you an amount higher than the last written settlement amount offered by
Whop before an arbitrator was selected, Whop will pay to you the higher of: (a) the amount
awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding
on all parties , except (1) for judicial review expressly permitted by law or (2) if the arbitrator's
award includes an award of injunctive relief against a party, in which case that party shall have
the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that

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 shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award
may be entered in any court having jurisdiction.

17.8 No Class Actions. YOU AND Whop AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER
ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN
ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Whop
agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may
not otherwise preside over any form of a representative or class proceeding.

17.9 Modifications to this Arbitration Provision. If Whop makes any substantive change to this
arbitration provision, you may reject the change by sending us written notice within 30 days of
the change to Whop’s address for Notice of Arbitration, in which case your account with Whop
will be immediately terminated and this arbitration provision, as in effect immediately prior to
the changes you rejected will survive.

17.10 Enforceability. If Section 17.8 or the entirety of this Section 17 is found to be unenforceable, or if
Whop receives an Opt-Out Notice from you, then the entirety of this Section 17 will be null and
void and, in that case, the exclusive jurisdiction and venue described in Section 18.2 will govern
any action arising out of or related to these Terms.

18. Miscellaneous

18.1 General Terms. These Terms, including the Privacy Policy and any other agreements expressly
incorporated by reference into these Terms, are the entire and exclusive understanding and
agreement between you and Whop regarding your use of the Service. You may not assign or
transfer these Terms or your rights under these Terms, in whole or in part, by operation of law
or otherwise, without our prior written consent. We may assign these Terms and all rights
granted under these Terms, including with respect to your User Content, at any time without
notice or consent. The failure to require performance of any provision will not affect our right to
require performance at any other time after that, nor will a waiver by us of any breach or
default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach
or default or a waiver of the provision itself. Use of Section headers in these Terms is for
convenience only and will not have any impact on the interpretation of any provision.
Throughout these Terms the use of the word “including” means “including but not limited to.” If
any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will
be given effect to the greatest extent possible, and the remaining parts will remain in full force
and effect.

18.2 Governing Law. These Terms are governed by the laws of the State of New York without regard
to conflict of law principles. You and Whop submit to the personal and exclusive jurisdiction of

the state courts and federal courts located within New York, NY for resolution of any lawsuit or
court proceeding permitted under these Terms. We operate the Service from our offices in New
York, and we make no representation that Materials included in the Service are appropriate or
available for use in other locations.

18.3 Privacy Policy. Please read the Whop Privacy Policy (the “Privacy Policy”) carefully for
information relating to our collection, use, storage, and disclosure of your personal information.
The Whop Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

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18.4 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or
guidelines applicable to the Service or certain features of the Service that we may post on or link
to from the Service (the “Additional Terms”). The purchase or sale of certain Products may also
require Additional Terms. All Additional Terms are incorporated by this reference into, and
made a part of, these Terms.

18.5 Consent to Electronic Communications. By using the Service, you consent to receiving certain
electronic communications from us as further described in our Privacy Policy. Please read our
Privacy Policy to learn more about our electronic communications practices. You agree that any
notices, agreements, disclosures, or other communications that we send to you electronically
will satisfy any legal communication requirements, including that those communications be in
writing.

18.6 Contact Information. The Service is offered by Whop Inc., located at 10 Grand St. – 13A,
Brooklyn, NY 11249. You may contact us by sending correspondence to that address or by
emailing us at [email protected].

18.7 Notice to California Residents. If you are a California resident, then under California Civil Code
Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer
Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd.,
Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to
resolve a complaint regarding the Service or to receive further information regarding use of the
Service.

18.8 No Support. We are under no obligation to provide support for the Service. In instances where
we may offer support, the support will be subject to published policies.

19. Notice Regarding Apple. This Section 19 only applies to the extent you are using our mobile
application on an iOS device. You acknowledge that these Terms are between you and Whop
only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content of
it. Apple has no obligation to furnish any maintenance and support services with respect to the
Service. If the Service fails to conform to any applicable warranty, you may notify Apple, and
Apple will refund any applicable purchase price for the mobile application to you. To the
maximum extent permitted by applicable law, Apple has no other warranty obligation with
respect to the Service. Apple is not responsible for addressing any claims by you or any third
party relating to the Service or your possession and/or use of the Service, including: (1) product
liability claims; (2) any claim that the Service fails to conform to any applicable legal or
regulatory requirement; or (3) claims arising under consumer protection or similar legislation.
Apple is not responsible for the investigation, defense, settlement, and discharge of any
thirdparty claim that the Service and/or your possession and use of the Service infringe a third
party’s intellectual property rights. You agree to comply with any applicable third-party terms
when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these
Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed
to have accepted the right) to enforce these Terms against you as a third-party beneficiary of
these Terms. You hereby represent and warrant that: (a) you are not located in a country that is
subject to a U.S. Government embargo or that has been designated by the U.S. Government as a
“terrorist supporting” country; and (b) you are not listed on any U.S. Government list of
prohibited or restricted parties.

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 SOFTWARE ACCESS ADDENDUM

1. Description of Software Access Feature. If you are a Seller, the Service may permit you to make
software of yours (“Software”) available to Buyers. If you are a Buyer, the Service may permit
you to purchase a license to Software made available by a Seller. This Software Access
Addendum will apply to any such use of the Service.

2. Delivery. Once a Buyer purchases a subscription to a Seller’s Software, Seller agrees to promptly
deliver copies such Software to Buyer.

3. Software License. If you are a Seller, you agree to grant the Buyer a license to the purchased
Software under your applicable end user license.

4. Software Terms. Seller may choose to require the acceptance additional terms governing the
use of the Software (“Software Terms”). If any Software Terms are required in connection with
access to Software, all Buyers of such Software agree to be bound by such Software Terms.

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 DISCORD MANAGEMENT ADDENDUM

1. Description of Discord Management Feature. If you are a Seller, the Service may permit you to
make access to your discord community (“Community”) available to Buyers. If you are a Buyer,
the Service may permit you to purchase access to a Community made available by a Seller. This
Discord Management Addendum will apply to any such use of the Service.

2. Discord Management. If you are a Seller, you agree to grant Whop management rights to your
Community, including the ability to add or remove Community members as necessary to provide
this feature to you.

3. Discord Account. If you are a Buyer, you agree to link your discord account to your account on
the Service and to allow Whop to add you to the Communities you have purchased access to.
Your discord account will be deemed a Linked Account under these Terms.

4. Discord Access. If you are a Seller of Software, you hereby grant Buyers the right to access any
Community they have purchased access to.

5. Community Terms. Seller may make available additional terms governing the Community
(“Community Terms”). If any Community Terms are required in connection with access to a
Community, you agree to be bound by such Community Terms.

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 NFT AUTHENTICATION ADDENDUM

1. Description of NFT Authentication Feature. If you are a Seller, the Service may permit you to
authenticate Buyers based on the non-fungible tokens (“NFTs”) in their digital wallet. If you are a
Buyer, the Service may permit you to be authenticated based on the NFTs in your digital wallet
and receive certain Products from a Seller. This NFT Authentication Addendum will apply to any
such use of the Service.

2. Digital Wallet. If you are a Buyer, you agree to link your digital wallet to your account on the
Service and to allow Whop to access your digital wallet in order to provide the NFT
Authentication services. Your digital wallet will be deemed a Linked Account under these Terms.

3. NFT Authentication Products. If you are a Seller using the NFT Authentication services, you
agree to make any Products promised to authenticated Buyers available to such Buyers.

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 SOFTWARE RENTAL ADDENDUM
1. Description of Software Rental Feature. If you are a Buyer who has purchased access to
Software via the Service, the Service may permit you to make such Software available to other
users (“Renters”) for a period of time (“Rental Period”). The Service may permit you to rent such
Software from a Buyer. This Software Rental Addendum will apply to any such use of the Service.
This Software Rental Addendum also hereby incorporates the Software Access Addendum by
reference.

2. Delivery. On the start date of a Rental Period, Whop will facilitate the delivery of the Software to
Renter. Buyer agrees to allow Whop to facilitate the delivery of the Software to Renter.

3. Software License. If you are a Seller making your Software available for rental, you agree to
grant the Renter a license to the rented Software under your applicable end user license for the
duration of the Rental Period.

4. Software Terms. If you are a Renter, you agree to be bound by any applicable Software Terms.

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