Last Updated: June 19, 2026
These Creator Terms (these “Creator Terms”) apply when a User accesses or uses the Cope platform to offer, list, market, sell, or deliver Products to Buyers, whether through cope.com, an embedded checkout on a Creator-controlled web property, or any other Cope-supported channel. These Creator Terms are part of Cope’s Terms of Service (the “Terms”), are incorporated into the Terms by reference, and are subject to the Privacy Policy and the other Ancillary Policies referenced in the Terms. Capitalized terms not defined here have the meanings given in the Terms.
THE TERMS INCLUDE A MANDATORY ARBITRATION AGREEMENT, A CLASS ACTION AND JURY TRIAL WAIVER, AND OTHER PROVISIONS THAT AFFECT THE CREATOR’S LEGAL RIGHTS. THESE CREATOR TERMS CONTAIN AN ADDITIONAL DISPUTE-RESOLUTION OVERLAY APPLICABLE TO NON-U.S. CREATORS (SECTION 20), AN AMENDED LIMITATION OF LIABILITY (SECTION 19), AND CREATOR-SPECIFIC INDEMNIFICATION OBLIGATIONS (SECTION 18). PLEASE READ EACH OF THESE PROVISIONS CAREFULLY.
In these Creator Terms, “you” and “your” mean the Creator (and, where context permits, the entity on whose behalf the Creator acts); “Cope,” “we,” “us,” and “our” mean Cope Global LLC; and “Buyer” means a Buyer of one or more of the Creator’s Products. Where a Creator also acts as an Affiliate, the Creator’s obligations as Affiliate are separately governed by the Affiliate Terms; these Creator Terms govern the Creator’s role as seller of Products.
1(a) Each User that lists, sells, or delivers Products through the Platform is a “Creator” and is subject to these Creator Terms. A User becomes subject to these Creator Terms upon (i) requesting Creator access through the Platform, (ii) completing the identity-verification and onboarding steps described in Section 4, or (iii) listing a Product on the Platform, whichever occurs first.
1(b) These Creator Terms supplement, and where the subject matter is more specific govern in priority to, the Terms and the Ancillary Policies, in accordance with the Terms. Where these Creator Terms expressly amend a provision of the Terms in respect of the Creator role (including Sections 18, 19, and 20 below), the amendment as set forth in these Creator Terms governs the Creator’s rights and obligations as Creator.
Capitalized terms used but not otherwise defined in these Creator Terms have the meanings given in the Terms. Additional defined terms specific to these Creator Terms are introduced in the body of these Creator Terms where they first appear in context.
3(a) Creator as Seller. The Creator is the seller of, and at all times retains commercial responsibility for, each Product the Creator lists on the Platform. Subject to Section 3(d), Cope is not the seller of any Product and does not take title to, hold inventory of, or assume product liability for any Product. The Creator is identified as the seller on order forms, order confirmations, and receipts in respect of each Transaction, in each case subject to such variations in invoice, receipt, and order-confirmation presentation by region, payment method, and Product configuration as Cope may from time to time implement.
3(b) Cope as Agent of Payee. The Creator appoints Cope as the Creator’s limited agent for the sole purpose of receiving, holding (through payment processors), and settling payments from Buyers in respect of the Creator’s Transactions, and authorizes Cope to instruct payment processors in furtherance of that limited agency. A Buyer’s payment to Cope, or to a payment processor acting on the Creator’s behalf, in respect of a Product, satisfies the Buyer’s payment obligation to the Creator with respect to that Product in the amount paid and to the extent collected. The agency created by this Section 3(b) is limited to payment receipt, holding, and settlement; it does not constitute Cope a party to the sale of the Product, a guarantor of the Creator’s performance, or a fiduciary.
3(c) Administrative Services Performed in Cope's Name. Cope provides certain administrative services in furtherance of the Creator’s sale of Products, including, where applicable, refund processing, chargeback defense, value-added tax and sales tax calculation and collection (subject to Section 12), invoicing, transactional communications to Buyers, fraud monitoring, dispute mediation through Cope’s platform-administered channel for communications between Buyers and Creators (the “Resolution Center”), subscription billing and dunning, collections (including referral to third-party collection agents where appropriate), and Affiliate payout administration. Each such service is performed by Cope as the Creator’s authorized administrative agent. The Creator’s status as seller of the Product is not changed by Cope’s performance of these services. Where applicable law requires Cope to perform any such service as the statutorily deemed supplier, Cope’s performance is in its own name as the deemed supplier for the relevant statutory purpose only and does not change the Creator’s status as the contractual seller of the Product.
3(d) Cope Reserves the Right to Specify Otherwise. Cope may, in its discretion and by written notice at the point of sale or by other means, specify that a particular Product, Transaction, or category of Transactions is to be processed under terms or an arrangement other than as described in this Section 3, in which case the terms so specified govern that Product, Transaction, or category.
3(e) Cope Is Not a Financial Institution. Cope is not a bank, money transmitter, money services business, or other regulated financial institution. Cope does not directly hold customer funds. Funds collected by Cope (acting as the Creator’s limited agent under Section 3(b)) are held by payment processors in accounts those providers maintain and control. Cope does not provide, and does not represent that it provides, any banking, money transmission, money services, lending, deposit-taking, or other financial product or service.
4(a) Eligibility. In addition to the eligibility requirements set forth in the Terms, the Creator must satisfy the identity-verification and onboarding requirements of this Section 4 prior to listing any Product or receiving any payout. Cope may require additional verification of any Authorized User acting on the Creator’s behalf.
4(b) Payment Processor Onboarding. The Creator shall onboard to the payment processor or processors Cope designates [including, currently, Stripe at https://stripe.com/connect-account/legal] and shall provide all information the payment processor requires for know-your-customer, customer due diligence, and other compliance purposes (collectively, together with the KYC Requirements set forth in the Terms, “Onboarding Requirements”). The Creator’s use of the payment processor is also subject to the terms of service the payment processor makes available at the time of onboarding. Cope may designate, change, or add payment processors from time to time and may require the Creator to complete onboarding with any designated processor as a condition of continued access to the Platform’s payout features.
4(c) Ongoing Compliance. The Creator shall keep the Onboarding Requirements current and shall promptly respond to requests by Cope or any payment processor for additional information, identity-verification documents, business-ownership documents, beneficial-ownership disclosures, or other materials reasonably required for compliance with applicable law or with the relevant payment processor’s policies. Cope or any payment processor may, at any time and in its reasonable discretion, require re-verification of any element of the Onboarding Requirements. Cope may require the Creator to provide additional know-your-customer, identity, business, financial, tax, or compliance documentation at any time during the term of the Creator’s account, and may condition continued access to the Platform, continued payouts, or both, on the Creator’s provision of the requested documentation within the time period Cope specifies.
4(d) Sanctions and Restricted-Party Screening. Cope and each payment processor may from time to time screen the Creator, its beneficial owners, its Authorized Users, and (where information is available) its Buyers against applicable sanctions and restricted-party lists. The Creator represents and warrants that the Creator, its beneficial owners, and its Authorized Users are not, and shall not become, subject to sanctions administered by the U.S. Office of Foreign Assets Control, the European Union, the United Kingdom, the United Nations, or any other applicable sanctions authority. The Creator shall promptly notify Cope at legal@cope.com if any such designation occurs.
4(e) Entity Creators and Authority. Where the Creator is an entity, the natural person executing or clicking acceptance of these Creator Terms represents that the person is duly authorized to bind the entity, and that the entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization. Cope may require the Creator to designate one or more Authorized Users and to maintain accurate Authorized-User information. The Creator is responsible for all acts and omissions of each Authorized User on the Creator’s account, including misuse of credentials, listing Products, accepting Buyer orders, communicating with Buyers, and authorizing Refunds, in each case to the same extent as the Creator itself.
4(f) Authorization to Conduct Diligence. The Creator authorizes Cope and each payment processor to verify the accuracy of information the Creator provides, including by referring to or obtaining information from third-party identity-verification, fraud-prevention, business-registry, tax-authority, and other compliance sources, and to retain records of such verification and screening, in each case in accordance with applicable law and the Privacy Policy.
4(g) Withdrawal of Acceptance. If Cope or any payment processor withdraws acceptance of the Creator’s account, fails to verify the Creator’s identity to its reasonable satisfaction, or otherwise determines that the Creator no longer satisfies the Onboarding Requirements, Cope may, in its discretion, suspend or terminate the Creator’s access to the Platform, withhold payouts, instruct payment processors to hold or return funds, and exercise the other rights set forth in these Creator Terms (including under Sections 10, 17, and 18) and in the Terms. Cope is not liable for losses, claims, or damages arising from the Creator’s inability to access funds due to non-compliance with the Onboarding Requirements or these Creator Terms, except as required by applicable law.
5(a) Operation of the Creator's Business. The Creator is solely responsible for the operation of its business through the Platform, including all content the Creator publishes through the Platform, all Products the Creator lists, and all communications the Creator sends to Buyers through Cope-supported channels or otherwise. The Creator shall comply with all laws and regulations applicable to its business, its Products, and its conduct in each jurisdiction in which the Creator operates or in which the Creator’s Products are sold.
5(b) Product Listing Rules. The Creator shall provide accurate, complete, and current descriptions, images, pricing, and other listing information for each Product. The Creator may not list any Product that violates the Prohibited Products & Services Policy or applicable law. Cope may, in its reasonable discretion, suspend, hide, edit, restrict, or remove any Product listing for which information is missing, inaccurate, misleading, or non-compliant, and may require the Creator to make changes as a condition of continued listing.
5(c) Pricing. The Creator sets the price of each of its Products at its own discretion, subject to applicable law. Each price shall be accurate and current. The Creator shall honor the price at which each Product is sold through the Platform. Where Cope makes pricing tools available to the Creator (including promotional codes, discounts, or coupons), the Creator shall comply with the disclosure and accuracy requirements set forth at the time of offer and with applicable consumer-protection law.
5(d) Delivery. The Creator is solely responsible for delivering each Product the Creator sells, in accordance with the Product description and applicable law. Sections 6 (Digital Products) and 7 (Physical Products) further describe the Creator’s delivery obligations by Product type.
5(e) Customer Support. The Creator is solely responsible for providing customer support to Buyers regarding the substance of the Creator’s Products (including content, quality, suitability, fitness, and Product-specific use questions). Cope provides Buyer-facing support relating to the operation of the Platform, billing, payment processing, refunds in accordance with the Refund & Chargeback Policy, and account access. The Creator shall maintain a valid email address that Cope and Buyers may use to contact the Creator and shall respond to Buyer inquiries within a commercially reasonable period and in any event consistent with applicable consumer-protection law.
5(f) Cope-Branded Checkout and Storefront. Where the Creator uses the embedded checkout, the cope.com storefront, or other Cope-branded customer-facing elements to sell its Products, the Creator shall not represent, imply, or display the relationship between Cope and the Creator inaccurately. Cope may from time to time provide, and the Creator shall comply with, requirements regarding the placement of Cope branding, the disclosure of Cope’s role at the point of sale, the form of receipts and order confirmations, and other elements of the customer-facing experience, in each case consistent with applicable consumer-protection law.
5(g) On-Platform Transactions. All payments for Products sold to Buyers shall be initiated and completed through the Platform’s checkout. The Creator may not solicit, accept, or facilitate Buyer payments outside the Platform’s checkout. Cope is not responsible for, and the Creator may not seek payment, refund-administration, dispute support, chargeback defense, or other services from Cope in respect of, any transaction completed outside the Platform.
5(h) Lifetime and Perpetual Offers. Where the Creator offers any Product on a “lifetime,” “perpetual,” or similarly unbounded basis, the Creator shall clearly disclose the practical scope of access at the point of sale, including the maximum period during which the Creator commits to make the Product accessible. The Creator’s obligation to honor a lifetime or perpetual offer continues only for so long as the Creator operates and only to the extent consistent with applicable law. Cope may, in its reasonable discretion, restrict or condition the Creator’s ability to offer lifetime or perpetual Products in accordance with the Prohibited Products & Services Policy.
5(i) Anti-Circumvention. Without limiting Section 4(g) of the Terms (Anti-Circumvention), the Creator shall not (i) use the Platform to acquire, develop, or maintain Buyer relationships for the purpose of moving those relationships off the Platform in a manner designed to circumvent fees owed to Cope or evade Platform commercial terms; (ii) use Buyer contact information collected through the Platform for off-Platform commercial purposes inconsistent with the Buyer’s reasonable expectations at the point of sale; (iii) direct, redirect, or solicit Buyers acquired through the Platform to complete subsequent purchases, renewals, or related transactions outside the Platform’s checkout; or (iv) otherwise engage in conduct designed to circumvent Cope’s commercial role in the Creator-Buyer relationship. The Creator shall ensure that its Affiliates do not engage in conduct that would violate this Section 5(i), and the Creator is responsible for its Affiliates’ circumvention as if it were the Creator’s own. Nothing in this Section 5(i) limits the Creator’s obligation to comply with applicable consumer-protection law in its communications with Buyers, or restricts any right a Buyer has under applicable law.
6(a) Delivery; Access. For Products consisting of digital content, courses, communities, software access, subscription services, or other intangible deliverables (collectively, “Digital Products”), the Creator shall make the Product available to the Buyer in accordance with the access period and access mechanism disclosed at the point of sale. Where the Buyer’s access is conditioned on payment capture, the Creator authorizes Cope to grant access automatically upon successful payment capture and to revoke access upon refund, chargeback, or other reversal of payment.
6(b) License to the Buyer. By listing a Digital Product on the Platform, the Creator grants each Buyer a personal, limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Digital Product during the access period disclosed at purchase, solely for the Buyer’s personal, non-commercial use, in each case subject to any Creator-specified license or end-user license terms applicable to the Digital Product and to the terms of the Buyer Terms.
6(c) Creator-Specified License Terms. The Creator may impose additional license terms, end-user license terms, or community rules in respect of its Digital Products, provided that such terms are: (i) disclosed at the point of sale; (ii) consistent with these Creator Terms, the Terms, the Buyer Terms, and applicable law; and (iii) not used to defeat or circumvent any Buyer right preserved by these Creator Terms or by applicable consumer-protection law.
6(d) EU Digital Content Withdrawal and Article 16(m) Waiver. Where the Creator offers a Digital Product to a Buyer who is a consumer habitually resident in the European Union, the European Economic Area, or the United Kingdom, the Buyer may have a statutory right of withdrawal under Directive 2011/83/EU and corresponding member-state implementations (typically for fourteen (14) days from conclusion of the contract). The Creator authorizes Cope to operationalize, on the Creator’s behalf and as the Creator’s administrative agent, the Buyer’s waiver of that withdrawal right under Article 16(m) of Directive 2011/83/EU through the checkout flow (by capturing the Buyer’s express prior consent to immediate performance and the Buyer’s acknowledgement of the resulting loss of the withdrawal right). The Creator shall not advertise, market, or list a Digital Product as “non-refundable” or “all sales final” in a manner that contradicts or undermines the Buyer’s statutory rights, and shall accept any refund or withdrawal that the Article 16(m) waiver mechanic, as operationalized by Cope, does not validly displace.
6(e) Creator's Obligation to Maintain Access. The Creator shall maintain the technical means necessary for Buyers to access Digital Products purchased through the Platform during the access period disclosed at purchase. Where the Creator hosts content outside the Platform, the Creator shall preserve access through the disclosed access period or shall provide a substantially equivalent alternative. Cope may, in its reasonable discretion, intervene to provide Buyers with refunds or alternative remedies where the Creator fails to maintain access, in accordance with Section 11 and the Refund & Chargeback Policy.
7(a) Generally. Where the Creator sells physical goods (“Physical Products”) through the Platform, the Creator is solely responsible for sourcing, packaging, labeling, shipping, customs and import clearance, tracking, fulfillment, and delivery of each Physical Product. Title to and risk of loss in each Physical Product pass from the Creator to the Buyer as set forth in Section 5(d) of the Terms (and as may be further specified in any Creator-disclosed shipping terms at the point of sale), subject to applicable law (including mandatory consumer-protection law). Unless Cope specifies otherwise in writing at the point of sale, Cope is not the seller of any Physical Product, does not take title to or possession of any Physical Product, and does not insure, underwrite, or guarantee the shipment, customs clearance, or delivery of any Physical Product.
7(b) Shipping and Tracking. The Creator shall ship each Physical Product on or before the shipment date disclosed at the point of sale, in commercially reasonable packaging that complies with applicable carrier, packaging, and labeling requirements, with any warnings, instructions, or notices required by applicable law. Where carrier tracking is available, the Creator shall provide the tracking number through the Platform and shall keep tracking information current until delivery.
7(c) Customs and Import Duties. Unless the Creator clearly and prominently shifts the obligation to the Buyer at the point of sale (and the Creator shall do so only to the extent permitted by applicable consumer-protection law), the Creator bears all customs duties, import taxes, and similar charges imposed in connection with shipment of the Physical Product to the Buyer. The Creator shall comply with all customs documentation, declaration, and recordkeeping requirements of the jurisdictions of origin, transit, and destination.
7(d) Delivery Times. The Creator shall disclose its delivery estimate at the point of sale and shall use commercially reasonable efforts to deliver each Physical Product within the disclosed estimate. The Creator shall promptly notify the Buyer (and may notify Cope through the Platform) of any expected material delay.
7(e) Risk of Loss in Transit. Unless applicable law requires otherwise, risk of loss in transit from the Creator to the Buyer remains with the Creator until delivery to the Buyer (consistent with Section 5(d) of the Terms). The Creator is responsible for engaging an appropriate carrier, declaring proper shipment value, and (where the Creator chooses) maintaining shipment insurance.
7(f) Returns; Risk of Loss on Return. The Creator’s return policy, as disclosed at the point of sale, governs returns of Physical Products subject to applicable consumer-protection law and the floor protections set forth in Section 11 and the Refund & Chargeback Policy. Unless applicable law requires otherwise, the Buyer bears risk of loss in transit on returns; title and risk of loss in a returned Physical Product revert to the Creator upon the Creator’s actual receipt of the returned Physical Product in substantially the condition in which it was originally delivered (taking into account reasonable wear from inspection consistent with applicable consumer-protection law).
7(g) Regulated and Prohibited Physical Categories. The Creator may not list any Physical Product whose sale, shipment, or delivery is prohibited or restricted under applicable law in the jurisdictions of origin, transit, or destination, or under the Prohibited Products & Services Policy. Where a Physical Product is regulated (including supplements, regulated foods, pharmaceuticals, age-restricted goods, hazardous materials, and other categories subject to licensure, age verification, or special documentation), the Creator shall comply with all applicable regulatory requirements and shall produce evidence of compliance to Cope on request.
7(h) Cope's Discretion. Cope may, in its reasonable discretion, decline to support, restrict, or condition the Creator’s sale of any Physical Product, any Physical Product category, or shipment of any Physical Product to any jurisdiction, in each case where Cope determines that the sale or shipment creates regulatory, financial, reputational, or operational risk to Cope, the Cope Parties, or Buyers.
8(a) AI-Assisted Tools. Cope makes available certain artificial-intelligence-assisted tools and features (including sales-automation, catalog-creation, transcription, content-generation, and similar tools, collectively “AI-Assisted Tools”) that may generate, suggest, or assist the Creator in producing content for the Creator’s Products or for the Creator’s use on the Platform (“AI Output”).
8(b) Creator Controls Publication. The Creator controls whether to publish, distribute, or otherwise use any AI Output as part of the Creator’s Products, Product listings, marketing materials, or communications with Buyers. Unless Cope expressly publishes AI Output to Buyers on its own account, no AI Output is published to a Buyer unless the Creator has reviewed and accepted it.
8(c) Allocation of Liability for AI Output. As between the Creator and Cope, the Creator bears all liability for the content of any Product or other Creator-published material (whether or not the content was AI-Assisted), including claims relating to accuracy, fitness for purpose, infringement of intellectual property or other rights of third parties, deceptive marketing, regulatory non-compliance, and breach of applicable consumer-protection or advertising law. The Creator’s indemnification obligation under Section 18 covers AI Output that the Creator has reviewed, accepted, or published, to the same extent as Creator-produced content.
8(d) Cope Disclaims AI Output Warranties. AI-Assisted Tools and AI Output are provided “as is” and “as available” and without warranty of any kind, including warranties of accuracy, completeness, fitness for a particular purpose, non-infringement, or compliance with any standard, certification, or regulatory requirement. The Creator shall not rely on AI Output as a substitute for the Creator’s own legal, tax, accounting, regulatory, medical, financial, or other professional judgment.
9(a) Fees. The Creator is responsible for the fees associated with the Creator’s use of the Platform. The amount, type, and basis of calculation of each fee (including platform service fees, processing fees, currency-conversion fees, refund-handling fees, chargeback service fees, and other fees) are set forth in the Fee Schedule published by Cope. Cope may update the Fee Schedule from time to time with notice as provided in Section 7 of the Terms; provided that, for any material increase in Creator-borne fees, Cope shall provide at least thirty (30) days’ advance notice (or longer where required by applicable law). The Creator’s continued use of the Platform after the effective date of a fee change constitutes acceptance of the change.
9(b) How Fees Are Deducted. Cope may instruct payment processors to deduct fees from amounts collected in respect of the Creator’s Transactions before the Creator’s payout, or may invoice the Creator for fees and other amounts owed. Where the amounts collected in respect of a Transaction are insufficient to cover fees, refunds, chargebacks, or other amounts owed to Cope, Cope may recover the shortfall under Section 11(h) (Negative Balance), Section 10(e) (Reserve), Section 10(f) (Clawback), or otherwise as provided in these Creator Terms.
9(c) Payment Waterfall. Subject to applicable law, amounts collected in respect of each Transaction are applied in [the following order: (i) statutory or marketplace-administered Taxes (as defined in Section 12), to the extent applicable and to the extent collected by Cope; (ii) Revenue Share Partner allocations from the gross sale price (after Taxes), in accordance with the Affiliate Terms; (iii) Cope’s fees as set forth in the Fee Schedule; (iv) Affiliate commissions, calculated from the net discounted product amount excluding Tax and shipping in accordance with the Affiliate Terms; and (v) the remainder to the Creator’s balance]. The Fee Schedule or the Affiliate Terms may specify any further calculation conventions applicable to a Transaction or category of Transactions.
9(d) Currency. Each Transaction is settled in the currency disclosed at the point of sale. Where the Creator receives payouts in a currency other than the currency of a Transaction, payment processors may apply currency-conversion fees and exchange rates as further described in the Fee Schedule and the relevant payment processor’s terms. Cope is not responsible for fluctuations in exchange rates between transaction capture and payout.
9(e) Separately Negotiated Commercial Agreements. Cope and the Creator may agree to specific commercial terms in a separately executed written agreement signed by both parties. Where Cope and the Creator have entered into such an agreement, the separately executed agreement governs the specific matters it expressly addresses to the extent of any conflict with these Creator Terms, and these Creator Terms continue to apply to all other matters. A general or pre-existing arrangement that does not expressly reference and modify these Creator Terms does not displace these Creator Terms.
10(a) Standard Hold Period. Funds collected in respect of a Transaction are held by payment processors and released to the Creator in accordance with the release schedule Cope publishes in the Fee Schedule, up to a maximum standard hold period of forty (40) days from the Transaction date (the “Standard Hold Period”). The release schedule provides for release of portions of the funds at intermediate dates prior to the maximum, as set forth in the Fee Schedule. The Standard Hold Period reflects the Platform’s standard chargeback-and-refund exposure window and the operational settlement cadence of Cope’s payment processors.
10(b) Elevated-Risk Hold Period. Where Cope determines, in its reasonable discretion, that a Creator presents elevated risk of refunds, chargebacks, fraud (including, without limitation, where Cope is investigating suspected fraud, whether or not confirmed), regulatory non-compliance, or other harm to the Platform or to Buyers, Cope may instruct the payment processor to hold funds for an extended period of up to ninety (90) days from the Transaction date (the “Elevated-Risk Hold Period”). Where Cope is actively investigating suspected fraud or regulatory non-compliance, Cope may extend the Elevated-Risk Hold Period beyond ninety (90) days for the period reasonably necessary to complete the investigation, with notice to the Creator setting forth the reasons for the extension. Cope shall notify the Creator of the imposition of any Elevated-Risk Hold Period or extension through the Platform.
10(c) Payout Cadence and Minimum Balance. Cope makes payouts on the cadence published in the Fee Schedule. Where the Creator’s balance is less than the applicable payout fee for the Creator’s elected payout method and destination as set forth in the Fee Schedule, Cope may withhold the payout, in which case the balance accrues to the next scheduled payout cycle.
10(d) Expedited Payouts. Cope may make available expedited or accelerated payout features subject to objective eligibility criteria and the fees Cope publishes from time to time on the Platform or in the Fee Schedule. Expedited payouts, where available, do not change the Hold Period analysis or the Reserve and Clawback rights set forth in this Section 10.
10(e) Reserve. Cope may, in its reasonable discretion, instruct payment processors to withhold a percentage of amounts otherwise available for payout as a rolling reserve (a “Reserve”) to cover anticipated refunds, chargebacks, fines, penalties, fees, network assessments, and other amounts that may become owed to Cope, the payment processors, card networks, or third parties in connection with the Creator’s Transactions. Cope may establish a Reserve based on factors including, without limitation, transaction velocity, dispute or chargeback rates, refund rates, product category, payment-method mix, the Creator’s tenure on the Platform, KYC or compliance status, suspected fraud, regulatory inquiry, or other indicators of risk. Cope shall communicate the establishment and the size of any Reserve through the Platform. The percentage, scope, duration, and release conditions of any Reserve are as set forth in the Fee Schedule or as Cope otherwise notifies the Creator. Cope may calculate the Reserve on a per-Transaction, rolling, portfolio, or other basis as Cope determines reasonable in light of the Creator’s risk profile. Cope may adjust a Reserve from time to time based on the Creator’s risk profile and shall release the Reserve, in whole or in part, when Cope determines, acting reasonably, that the underlying risks have passed or been mitigated.
10(f) Extended Clawback. For a period of three hundred sixty-five (365) days from the date of each Transaction (the “Clawback Period”), Cope may recover from the Creator’s balance, Reserve, or other amounts payable to the Creator, any refund, chargeback, fine, penalty, fee, or other amount owed by the Creator to Cope, the Cope Parties, a payment processor, or a Buyer in connection with the Creator’s Transactions or with the Creator’s breach of these Creator Terms or the Terms. The Clawback Period is independent of the Hold Period: the Hold Period governs the period before payout, while the Clawback Period governs Cope’s right to recover amounts after payout. If the amounts available for offset against the Creator’s balance, Reserve, or other payable amounts are insufficient to satisfy amounts owed to Cope under this Section 10(f), Cope may demand direct payment of the shortfall by written notice, and the Creator shall pay within ten (10) days. This right supplements Cope’s offset, debit, and other recovery rights elsewhere in these Creator Terms.
10(g) Funds Held by Payment Processors. All funds collected in respect of Transactions are held by payment processors in accounts those providers maintain and control, subject to Cope’s instructions in its limited-agency capacity under Section 3(b). Cope does not directly hold funds and does not commingle Creator funds with Cope operating funds. The Creator’s rights with respect to held funds run primarily against the relevant payment processor; Cope’s obligation is to instruct the payment processor as provided in these Creator Terms, applicable law, and the relevant payment processor’s terms.
10(h) Subrogation. Where Cope has issued a refund, credit, chargeback reimbursement, or other payment to a Buyer in connection with a Product sold by the Creator, Cope is subrogated to the Buyer’s rights against the Creator with respect to that Product, to the extent of the amount so paid by Cope, and the Creator shall execute such further documents as Cope reasonably requests to confirm such subrogation.
10(i) Authorization to Debit. The Creator authorizes Cope to instruct each payment processor to withhold, debit, set off, or otherwise apply funds from the Creator’s balance, Reserve, or connected bank account to satisfy amounts owed to Cope, the Cope Parties, a payment processor, or a Buyer in connection with these Creator Terms and the Terms. Where the Creator’s balance and Reserve are insufficient to cover such amounts, the Creator shall promptly pay the shortfall to Cope on demand.
10(j) Information Requests. If the Creator’s account is placed on Reserve, suspended, or otherwise subject to elevated review, Cope may request additional information to verify business practices, resolve disputes, or address compliance concerns. Failure to provide requested information within a commercially reasonable period may result in continued Reserve, suspension, or termination.
11(a) Refund Window. Cope reviews Buyer refund requests in its reasonable discretion and in accordance with these Creator Terms, the Buyer Terms, the Refund & Chargeback Policy, and applicable law. The default Buyer refund window is fourteen (14) days from the date of purchase, except where applicable law or a longer Creator-disclosed refund window provides for a longer period (in which case the longer period governs). The Creator may not disclose a refund window shorter than the default platform window or shorter than applicable law requires.
11(b) Cope's Refund Authority. Up to the auto-refund threshold set forth in the Refund & Chargeback Policy, Cope may issue Buyer refunds in its reasonable discretion without prior Creator approval. For refund requests exceeding that threshold, Cope shall notify the Creator of the request and shall provide the Creator with a period of seventy-two (72) hours from the time of notice in which to respond before Cope may, in its reasonable discretion, issue the refund. The Creator’s failure to respond within the seventy-two-hour period constitutes the Creator’s authorization for Cope to issue or decline the refund in Cope’s reasonable discretion. Cope’s decision on a refund request is binding on the Creator with respect to the Creator’s obligations to the Buyer under these Creator Terms; the Creator retains any rights it may have to dispute the underlying allocation as between the Creator and Cope through the Resolution Center or as otherwise provided in these Creator Terms.
11(c) When Cope May Intervene. Cope may, in its reasonable discretion and consistent with the Refund & Chargeback Policy, intervene in a Buyer-Creator dispute and approve a refund on the Buyer’s behalf where, for example, there is no valid proof of delivery for a Physical Product, the Product differs significantly from its description or photos, or the Product was time-sensitive and was not delivered in time for the intended use (with appropriate proof). The Refund & Chargeback Policy describes the categories of disputes Cope handles and the categories Cope generally does not handle.
11(d) Refund Recovery. Where Cope issues a Buyer refund (including under Section 11(b) or Section 11(c)), Cope may recover the refund amount, together with any associated fees and costs, from the Creator’s balance, Reserve, or other amounts payable to the Creator, in accordance with Section 10. To the extent funds collected in respect of a Transaction have already been debited from Cope’s balance by a payment processor in connection with the refund, Cope is entitled to recover such amount from the Creator’s balance as a deduction or a Negative Balance under Section 11(h).
11(e) Chargeback Service Fee. Cope charges a chargeback service fee of [$XX] per chargeback (or the equivalent in the Transaction currency), which the Creator authorizes Cope to deduct from the Creator’s balance or otherwise recover under Section 10. The Creator is also responsible for the full amount of any chargeback determined adversely to the Creator, including the underlying Transaction amount, payment-processor fees attributable to the chargeback, card-network fines, and other associated costs.
11(f) Excessive Chargebacks. Where Cope determines, in its reasonable discretion, that the Creator’s Products have an excessive chargeback or refund rate, Cope may (i) suspend sales of some or all of the Creator’s Products through one or more payment methods; (ii) implement additional controls on the Creator’s checkout or associated communications; (iii) share information about the Creator’s account with payment processors, card networks, and other relevant parties; (iv) require additional Reserves; or (v) terminate the Creator’s account in accordance with Section 17. Cope shall notify the Creator of any such action as soon as reasonably practicable.
11(g) Dispute Rate. The Creator shall maintain a dispute rate below one percent (1%) on a rolling ninety (90)-day basis, or such other threshold as may be established by applicable card-network or payment processor rules.
11(h) Negative Balance and Repayment. If the Creator’s balance becomes negative for any reason — including refunds, chargebacks, fines, penalties, fees, or other amounts owed to Cope — Cope may recover the negative balance by any of the following, in Cope’s reasonable discretion: (i) offset against the Creator’s balance, Reserve, Clawback amounts, or any future earnings or payouts; (ii) debit of the Creator’s designated payout method or bank account on file with Cope or the payment processors, to the extent permitted by the Creator’s authorization and applicable law; (iii) direct demand for payment under Section 10(f); (iv) referral to a third-party collection agent; or (v) any combination of the foregoing. Negative balances accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, until paid in full. The Creator remains liable for the negative balance and for all related collection costs (including reasonable attorneys’ fees) notwithstanding any suspension or termination of the Creator’s account. The Creator’s obligation to maintain a non-negative balance survives termination of these Creator Terms.
11(i) Compliance with Card Network and Payment Method Rules. The Creator shall comply with all applicable rules of the payment networks and payment methods through which Buyers make purchases, including the Visa Rules, Mastercard Rules, American Express Card Acceptance Agreement, ACH Operating Rules, and the rules of any buy-now-pay-later or alternative payment provider Cope offers. The Creator shall not engage in any practice that artificially manipulates transaction reporting, dispute rates, refund rates, or chargeback rates, or that is designed to evade card network monitoring, payment processor compliance, or fraud detection systems. Violations may result in immediate suspension, termination, withheld payouts, and reporting to payment processors, card networks, and regulatory authorities.
11(j) Appeals. If the Creator believes that a refund decision, Reserve, suspension, or other action under this Section 11 or Section 10 was made in error, the Creator may contact Cope at support@cope.com to request review. Cope shall conduct any such review in its reasonable discretion. Cope reserves the right to limit what it tells the Creator about its review, including where required by applicable law or by a payment processor.
11(k) Card Network and Acquirer Cooperation. The Creator shall cooperate with Cope, with Cope’s payment processors, and with card networks and acquirers in connection with: (i) audits, investigations, evidence requests, and descriptor reviews conducted by any of the foregoing parties in connection with the Creator’s Transactions or Products; (ii) monitoring programs imposed by card networks or acquirers, including the Visa Dispute Monitoring Program, the Visa Fraud Monitoring Program, the Mastercard Excessive Chargeback Program, the Mastercard Chargeback Monitoring Program, and analogous programs of other networks and acquirers; and (iii) remediation plans imposed by Cope, payment processors, card networks, or acquirers, including chargeback monitoring programs, dispute-response programs, descriptor changes, content modifications, and listing modifications. The Creator shall provide supporting documentation, including transactional records, marketing materials, proof of delivery, customer correspondence, and other evidence reasonably requested, within the time period Cope reasonably specifies, taking into account any timeframe imposed by the applicable card network, payment processor, or acquirer, which may be as short as twenty-four (24) hours for time-sensitive evidence requests. Cope is authorized to share Creator account, Transaction, marketing, and other relevant information with payment processors, card networks, and acquirers in connection with the foregoing cooperation. Failure by the Creator to cooperate as required by this Section 11(k) is a material breach of these Creator Terms and grounds for immediate suspension or termination under Section 17.
11(l) Documentation Retention. The Creator shall retain, in a form reasonably accessible for production within the cooperation timeframes set forth in Section 11(k), transactional records, marketing materials, proof of delivery, customer correspondence, substantiation evidence for any claim made in connection with the Creator’s Products, and other documentation reasonably necessary to respond to card network, payment processor, or acquirer audits or evidence requests, in each case for a period of not less than twenty-four (24) months from the date of the relevant Transaction or, where applicable card network, payment processor, or acquirer rules require a longer retention period, for such longer period.
12(a) ESS Deemed-Supplier Status. For supplies of ESS to consumers in the European Union, applicable law (including Article 9a of EU Council Implementing Regulation (EU) No. 282/2011) requires Cope to act as the statutorily deemed supplier of the ESS for value-added tax (“VAT”) purposes. The Creator agrees that Cope shall act as the statutorily deemed supplier for such ESS sales and shall handle VAT calculation, collection, and remittance accordingly. This statutory allocation is required by law, is not subject to Creator opt-out, and reflects EU regulatory requirement rather than commercial choice. Cope’s status as the statutorily deemed supplier of ESS for VAT purposes does not change the Creator’s status as the contractual seller of the Product in respect of all other rights and obligations of the parties to the Transaction.
12(b) Non-ESS Default. For supplies that are not ESS, including supplies of Physical Products, human-delivered services where the internet is merely a communications tool, and other categories outside the scope of the Article 9a deemed-supplier presumption (“Non-ESS”), the Creator is the VAT-liable supplier. The Creator shall register for VAT in each jurisdiction in which registration is required, shall calculate the applicable VAT, shall collect VAT from Buyers where Cope is not collecting on the Creator’s behalf under Section 12(c), and shall remit collected amounts to the relevant tax authorities.
12(c) Non-ESS Opt-In. The Creator may affirmatively opt in, through the platform consent mechanic Cope makes available, to having Cope handle Non-ESS VAT calculation, collection, and remittance on the Creator’s behalf as an administrative service. The Creator’s opt-in shall be evidenced by the Creator’s express prior consent through the platform mechanic, with consent stored together with a snapshot of these Creator Terms and the related disclosures as in effect at the time of consent. Cope’s performance of these administrative services under an opt-in is in its capacity as the Creator’s administrative agent; the Creator remains legally liable for VAT obligations in respect of Non-ESS supplies, and the Creator shall indemnify Cope for VAT-related claims and assessments arising from such Non-ESS supplies in accordance with Section 18.
12(d) Non-ESS Without Opt-In. Where the Creator has not opted in to Cope-administered VAT handling under Section 12(c) for the Creator’s Non-ESS supplies: (i) the Creator shall remain personally and fully liable for all applicable VAT obligations in respect of the Creator’s Non-ESS supplies to Buyers in jurisdictions where VAT applies, and the Creator shall indemnify Cope in accordance with Section 18 for all VAT-related claims, assessments, fines, penalties, and other liabilities arising from such Non-ESS supplies; and (ii) Cope expressly reserves the right, in addition to its other rights under these Creator Terms, to require the Creator to provide VAT registration evidence and other Creator Data (as further described in Section 12(h)), and, where Cope determines, acting reasonably, that the Creator’s non-compliance creates regulatory, financial, or reputational risk to Cope or to the Cope Parties, to suspend, geo-fence, or block the Creator’s Non-ESS listings to consumers in the relevant jurisdiction.
12(e) U.S. Sales Tax. For sales of Products to Buyers in U.S. states or other U.S. jurisdictions in which Cope is required by law to act as a marketplace facilitator, marketplace provider, or comparable designation (a “U.S. Marketplace Facilitator State”), Cope shall act as the statutorily required tax collector and shall calculate, collect, and remit applicable sales, use, gross-receipts, or comparable transaction taxes. Cope’s acting as marketplace facilitator for the relevant U.S. Marketplace Facilitator State is for that statutory purpose only and does not change the Creator’s status as the contractual seller of the Product.
12(f) Other Taxes. Except as expressly set forth in Section 12(a), Section 12(c), or Section 12(e), the Creator is solely responsible for determining, calculating, collecting, reporting, and remitting all Taxes applicable to its Products and to its Transactions. “Taxes” means all taxes, levies, charges, duties, fees, withholdings, and other governmental charges of any nature imposed in connection with the Creator’s Products or Transactions, including (in addition to VAT and U.S. sales taxes) income tax, withholding tax, business or occupation tax, customs duties, digital-services tax, and any associated interest and penalties.
12(g) Withholding. Where Cope is required by applicable law to withhold any amount from the Creator’s payouts on account of Taxes, Cope may do so and shall remit the withheld amount to the relevant tax authority. Cope shall provide such tax statements as applicable law requires.
12(h) Reporting and Creator Data. For purposes of these Creator Terms, “Creator Data” means, without limitation, information about the Creator, the Creator’s business, the Creator’s tax residence, the Creator’s Authorized Users, and the Creator’s Products and Transactions, in each case that Cope or its service providers collect, receive, or generate in connection with the Creator’s use of the Platform. Cope may report Creator information and Transaction information to tax authorities and other regulatory bodies as required by applicable law, including under EU Council Directive 2021/514 (“DAC7”), the German Platform Tax Transparency Act (“PStTG”), U.S. Internal Revenue Service Form 1099-K, and analogous reporting regimes. The Creator shall provide accurate and complete information for these purposes, including taxpayer identification information, VAT registration evidence, and other tax-related Creator Data, as Cope or any payment processor may from time to time request. Cope’s collection of Creator Data under this Section 12(h) is, in part, intended to satisfy member-state marketplace joint-and-several liability data-collection requirements, including under Section 22f of the German Value-Added Tax Act.
12(i) No Tax Advice. Nothing in these Creator Terms or in the Platform constitutes tax, legal, or accounting advice. The Creator is solely responsible for obtaining its own advice on Tax matters.
13(a) Creator Determination and Representation. If the Creator offers educational, training, coaching, mentoring, or similar content to consumers, freelancers, or businesses in Germany through the Platform, the Creator represents and warrants that the Creator: (i) has determined, on the basis of legal advice from qualified counsel as the Creator deems appropriate, whether such content qualifies as distance learning under the German Distance Learning Protection Act (Fernunterrichtsschutzgesetz, “FernUSG”); and (ii) where qualifying, has obtained accreditation from the Staatliche Zentralstelle für Fernunterricht (“ZFU”) prior to offering such content.
13(b) Evidence of Accreditation. The Creator shall, on Cope’s request, promptly provide Cope with a copy of the Creator’s ZFU accreditation, ZFU registration certificate (in the case of leisure-purpose offerings), or other documentation reasonably evidencing the Creator’s compliance with applicable FernUSG requirements.
13(c) Cope's Right to Suspend, Block, or Geo-Fence. Cope may, in its reasonable discretion, suspend, block, or geo-fence the Creator’s distance-learning listings to consumers in Germany where Cope determines that the Creator has not provided satisfactory evidence of FernUSG compliance, that the Creator’s Products may be offered in non-compliance with FernUSG, or that continued availability of the Creator’s Products creates regulatory, financial, or reputational risk to Cope or to the Cope Parties.
13(d) FernUSG Indemnification. The Creator shall indemnify the Cope Parties in accordance with Section 18 from and against all claims, refund and repayment obligations (including under Section 7(1) FernUSG), fines (including under Section 21(2) FernUSG), competition-law warning notices and proceedings (including under the German Act against Unfair Competition), ZFU enforcement actions, and other liabilities arising from the Creator’s actual or alleged non-compliance with FernUSG.
13(e) FernUSG Compliance Policy. Cope may, from time to time, publish a FernUSG Compliance Policy as an Ancillary Policy describing the operational mechanics of evidence submission, hybrid-format scoping, and other matters relevant to FernUSG-eligible Products. Where published, the FernUSG Compliance Policy is incorporated into these Creator Terms by reference.
14(a) Creator's Rights in Products. As between the Creator and Cope, the Creator retains all right, title, and interest in and to the Creator’s Products and any other content the Creator publishes through the Platform, subject to the licenses expressly granted in this Section 14, in Section 5 of the Terms, and in any Creator-specified license or end-user license applicable to a Digital Product.
14(b) License to Cope. Without limiting the User Content license set forth in Section 5(c) of the Terms, the Creator grants Cope a worldwide, royalty-free, non-exclusive, sublicensable (through multiple tiers), transferable license to host, store, cache, reproduce, modify (for formatting and technical purposes), prepare derivative works of, distribute, transmit, publicly display, and publicly perform the Creator’s Products and related content, in each case as reasonably necessary to (i) operate, maintain, secure, and improve the Platform; (ii) perform the administrative services described in Section 3(c) and elsewhere in these Creator Terms; (iii) market and promote the Platform and the availability of the Creator’s Products on the Platform; (iv) fulfill orders and deliver Digital Products to Buyers; and (v) comply with applicable law. This license survives termination of these Creator Terms with respect to Products that have been delivered or sublicensed to Buyers prior to termination, to the extent reasonably necessary to honor outstanding Buyer access rights.
14(c) Buyer Licenses. By listing a Product on the Platform, the Creator agrees to the Buyer license framework set forth in Section 9 of the Buyer Terms and in Section 5(d) of the Terms, and grants each Buyer the license described in Section 6(b) of these Creator Terms, in each case subject to any Creator-specified license or end-user license terms that the Creator clearly and prominently discloses at the point of sale and that are otherwise consistent with these Creator Terms and the Terms.
14(d) Creator Warranties of Right. The Creator represents and warrants that (i) the Creator owns or has all rights necessary to grant the licenses set forth in this Section 14 and in any applicable end-user license; (ii) the Creator’s Products and related content do not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other right of any third party; (iii) the Creator has obtained all necessary consents, releases, and authorizations from any individual depicted, identified, or whose content is used in the Creator’s Products; and (iv) the Creator’s use of any third-party content (including AI Output to the extent based on third-party data) complies with applicable law and any applicable third-party license terms.
14(e) Trademarks; No Inferred Endorsement. The Creator may use the Cope name and logo only as expressly permitted by Cope and only to identify the Platform as the venue for the Creator’s Products. The Creator shall not use the Cope name, logo, or trademarks in a manner that suggests endorsement, sponsorship, or affiliation beyond the Creator’s use of the Platform.
15(a) Truth in Advertising. The Creator shall ensure that all marketing, promotional, advertising, and Product-listing claims relating to the Creator’s Products are truthful, not misleading, and substantiated by competent and reliable evidence at the time the claim is made. The Creator is solely responsible for all such claims relating to the Creator’s Products, regardless of whether the claim is made by the Creator, by an Affiliate, or by any other person promoting the Creator’s Products, and the Creator shall indemnify the Cope Parties in respect of any such claim in accordance with Section 18. The Creator shall comply with all applicable laws, rules, and regulations regarding the sale and marketing of the Creator’s Products, including without limitation the INFORM Consumers Act, the Federal Trade Commission Act, the Food, Drug, and Cosmetic Act, the Dietary Supplement Health and Education Act, the Federal Trade Commission’s Endorsement Guides (16 C.F.R. Part 255), the Federal Trade Commission’s Telemarketing Sales Rule, the CAN-SPAM Act of 2003 and applicable state anti-spam laws (including California Business and Professions Code Sections 17529.5 and 1798.83), the Telephone Consumer Protection Act and applicable state mini-TCPA statutes, the Children’s Online Privacy Protection Act, the California Online Privacy Protection Act, the California Consumer Privacy Act, the California Safe Drinking Water and Toxic Enforcement Act (Proposition 65), the General Data Protection Regulation (for EU Creators, Affiliates, or Buyers), and any other applicable national, federal, state, and local consumer-protection laws, regulations, and standards.
15(b) Earnings, Income, and Outcome Claims. The Creator may not make earnings, income, business-result, weight-loss, health-outcome, investment-return, or other outcome claims that are not (i) accurate, (ii) representative of typical results, (iii) substantiated at the time the claim is made, and (iv) accompanied by appropriate disclaimers and disclosures required by applicable law.
15(c) Testimonials and Reviews. The Creator may not publish, solicit, or facilitate the publication of fake, undisclosed, or non-bona-fide testimonials or reviews. The Creator shall not use any testimonial or endorsement unless it complies with the Federal Trade Commission’s Endorsement Guides (16 C.F.R. Part 255). All testimonials and endorsements must reflect the honest opinions, findings, beliefs, or experience of the endorser and must not convey any express or implied representation that would be deceptive if made directly by the Creator. No testimonial may contain a representation for which the Creator lacks substantiation. Where a testimonial represents that the endorser uses the Creator’s Product, the endorser must have been a bona-fide user at the time the testimonial was given, and the Creator may continue to use the testimonial only so long as the Creator has good reason to believe the endorser continues to hold the views expressed. Where any endorser, reviewer, or Affiliate has a material connection to the Creator or to the Creator’s Products that might affect the weight or credibility a Buyer gives to the endorsement, that connection must be clearly and conspicuously disclosed in accordance with the Federal Trade Commission’s Endorsement Guides. Material connections that must be disclosed include, without limitation, any compensation or consideration (such as money, loaner or review products, rewards, points, prizes, free or discounted items or services, samples, coupons, or special-access privileges), and any employment, agency, affiliate, or other relationship between the endorser and the Creator. The Creator is responsible for ensuring that endorsers and Affiliates promoting the Creator’s Products make the disclosures required by this Section 15(c). Affiliate-disclosure obligations are also addressed in the Affiliate Terms.
15(d) Regulated and Sensitive Categories. Where the Creator’s Products are subject to category-specific advertising restrictions (including health and wellness, dietary supplements, financial services, alternative therapies, pharmaceuticals, age-restricted goods, and similar categories), the Creator shall comply with all applicable disclosure, disclaimer, and substantiation requirements. The Creator shall not make any claim that would require a license, registration, or accreditation the Creator does not hold.
15(e) Cope's Discretion. Cope may, in its reasonable discretion, suspend, remove, or restrict any Creator advertising, promotional, or Product-listing content that Cope determines may violate this Section 15, applicable law, the Prohibited Products & Services Policy, or any other Ancillary Policy, in each case in accordance with Section 4 of the Terms and Section 17 of these Creator Terms.
15(f) Substantiation-Review Right. Cope may, at any time and in its reasonable discretion, request that the Creator provide evidence supporting any earnings, income, business-result, outcome, or similar claim made by the Creator in connection with the Creator’s Products, including in product listings, marketing materials, and Creator-authored Buyer communications through the Platform. The Creator shall provide such substantiation within forty-eight (48) hours of Cope’s request, or within such other period as Cope reasonably specifies. Cope may require the Creator to remove the claim pending substantiation acceptable to Cope. The Creator’s failure to provide substantiation within the specified period is grounds for suspension or termination of the Creator’s account under Section 17. This Section 15(f) confers a right, not an obligation; Cope has no duty to monitor, review, pre-screen, or substantiate any Creator claim, and the existence of this right does not create any such duty.
16(a) Affiliate Programs. The Creator may operate one or more Affiliate Programs through the Platform, subject to and in accordance with the Affiliate Terms. The Creator’s rights and obligations as the operator of an Affiliate Program (including the establishment of commission terms, the engagement of Affiliates, and the management of Affiliate compensation) are set forth in the Affiliate Terms.
16(b) Affiliate Engagements. The Creator may establish, through the Platform’s Affiliate Program tools, the commission rate, tier thresholds, attribution rules, payment terms, and other commercial parameters of each Affiliate’s engagement. The parameters of each Affiliate’s engagement are determined by the Creator; Cope does not draft, dictate, or approve the substantive commercial parameters of any Affiliate’s engagement. The Creator is solely responsible for the legality and enforceability of the terms governing each Affiliate’s engagement.
16(c) Self-Invoicing. Where the Creator operates an Affiliate Program with platform-administered Affiliates, Cope shall issue self-invoices to such Affiliates on the Creator’s behalf for the compensation paid to such Affiliates. Such invoices are issued in the Creator’s name and reflect Affiliate compensation as a Creator expense. The Creator authorizes Cope to issue such invoices and acknowledges that issuance does not transfer the Creator’s VAT, income-tax-reporting, or other tax obligations to Cope.
16(d) Creator Responsibility for Affiliate Conduct. The Creator is responsible for the conduct of its Affiliates in connection with their promotion of the Creator’s Products, including each Affiliate’s compliance with applicable advertising law (including U.S. Federal Trade Commission rules on material-connection disclosure), the Prohibited Products & Services Policy, the Acceptable Use provisions of Section 4 of the Terms, and the Affiliate Terms. The Creator shall ensure that all content published by its Affiliates in connection with the Creator’s Products is truthful, not misleading, adequately substantiated, and compliant with Section 15 and applicable law, and the Creator shall cause any non-compliant content to cease promptly, and in any event within one (1) business day, upon Cope’s notice. Cope’s administration of Affiliate compensation, attribution, and payouts is provided as platform infrastructure, payout routing, consent recordkeeping, and guardrails; Cope is not the commercial counterparty for any commission, revenue split, or other compensation owed to an Affiliate under the Affiliate’s engagement with the Creator, and Affiliate claims for unpaid commission run primarily against the Creator.
17(a) Suspension and Termination. In addition to Cope’s rights under Section 8 of the Terms, Cope may suspend, restrict, or terminate the Creator’s access to all or part of the Platform, or the Creator’s ability to receive payouts, at any time, with or without notice and in Cope’s reasonable discretion, where Cope determines that the Creator has violated these Creator Terms, the Terms, or an Ancillary Policy; where a payment processor has withdrawn or conditioned acceptance of the Creator’s account; where Cope reasonably believes or suspects that fraud, unauthorized use, or other harm is occurring; or where required by applicable law or by a payment processor. Suspension, restriction, or termination under this Section 17(a) requires no prior cure period and extends no otherwise-applicable payout date or deadline.
17(b) Effect on Outstanding Transactions and Payouts. Suspension or termination of the Creator’s account does not relieve the Creator of obligations accrued before suspension or termination. Cope may continue to process refunds, chargebacks, and Buyer claims relating to pre-termination Transactions, and may continue to apply the Hold Period, Reserve, Clawback Period, and other rights set forth in Section 10 and Section 11 in respect of such Transactions.
17(c) Cope's Refund Authority on Termination. Where Cope terminates the Creator’s account, Cope may, in its discretion, refund Buyers for Products purchased from the Creator that have not been delivered as a result of the termination, or for which Cope reasonably determines that the Creator is otherwise unable to perform. Cope may recover such refunds from the Creator’s balance, Reserve, Clawback amounts, or other amounts payable to the Creator, in accordance with Section 10 and Section 11.
17(d) Post-Termination Withholding. Following termination of the Creator’s account, Cope may continue to withhold all or a portion of the Creator’s balance and Reserve, and to instruct payment processors to do likewise, for so long as Cope determines, acting reasonably, is necessary to cover anticipated refunds, chargebacks, fines, penalties, and other amounts that may become owed to Cope, the Cope Parties, payment processors, or Buyers in connection with the Creator’s pre-termination Transactions. Cope shall release any remaining funds in accordance with applicable law, the relevant payment processor’s policies, and the Refund & Chargeback Policy.
17(e) Survival. The following Sections survive termination of these Creator Terms: 2 (Defined Terms), 9 (Fees, with respect to amounts accrued prior to termination), 10 (payouts; Reserves; Clawback), 11 (Refunds; Chargebacks), 12 (Taxes), 13 (FernUSG, with respect to pre-termination Products and Transactions), 14 (Intellectual Property, with respect to licenses extended prior to termination), 17 (this Section), 18 (Indemnification), 19 (Limitation of Liability), 20 (Dispute Resolution), and any other provision that by its nature should survive.
17(f) Cross-Account Offset. Where the Creator maintains, beneficially owns, or controls more than one account on the Platform (whether as Creator, Affiliate, or otherwise), or where Cope reasonably determines that two or more accounts share common beneficial ownership or control, Cope may offset amounts owed to Cope by the Creator under any one such account against any balance, Reserve, Clawback amount, or future earnings in any of the other such accounts. The Creator’s authorization for this offset is given by the Creator’s acceptance of these Creator Terms.
This Section 18 supplements Section 11 of the Terms. The Creator’s obligations under this Section 18 are in addition to, and do not limit, Section 11 of the Terms.
18(a) Creator Indemnity. In addition to and without limiting the indemnification set forth in Section 11 of the Terms, the Creator shall defend, indemnify, and hold harmless the Cope Parties from and against any third-party claim, demand, action, proceeding, regulatory inquiry, liability, damage, fine, penalty, refund or repayment obligation, loss, cost, or expense (including reasonable attorneys’ fees and other costs of defense), and shall reimburse the Cope Parties for any direct loss, cost, fine, penalty, network assessment, refund, chargeback shortfall, or other expense the Cope Parties incur, arising out of or relating to: (i) any Product (including the Product’s quality, fitness for purpose, defect, accuracy, lawfulness, safety, or non-conformity with the Product description or applicable law); (ii) any product-liability claim asserted by any Buyer or third party in respect of a Product; (iii) any actual or alleged non-compliance with FernUSG (including, without limitation, void-contract repayment claims under Section 7(1) FernUSG, fines under Section 21(2) FernUSG, and competition-law warning notices under the German Act against Unfair Competition); (iv) any marketing, promotional, advertising, or claim made by the Creator or any of the Creator’s Affiliates in respect of a Product (including under Section 15 of these Creator Terms and applicable advertising law); (v) any actual or alleged non-compliance with Tax obligations (including the Creator’s personal Non-ESS VAT liability under Section 12(d)); (vi) any AI Output that the Creator has reviewed, accepted, or published as part of the Creator’s Products or Product listings; (vii) any breach by the Creator of these Creator Terms; (viii) any infringement, misappropriation, or violation of the intellectual property, privacy, publicity, or other rights of any third party by the Creator, the Creator’s Products, or the Creator’s User Content; (ix) any violation by the Creator of the rules of any payment network or payment method, including Visa, Mastercard, American Express, ACH, or buy-now-pay-later provider rules; or (x) any chargeback, dispute, or refund associated with the Creator’s Transactions to the extent not satisfied from the Creator’s balance, Reserve, or Clawback amounts.
18(b) Procedure. Cope will promptly notify the Creator of any claim subject to indemnification under this Section 18. Cope may, in its discretion, assume the exclusive defense and control of any matter for which the Creator is required to indemnify the Cope Parties, in which case the Creator shall reasonably cooperate with Cope’s defense at the Creator’s expense. The Creator may not settle any claim subject to this Section 18 without Cope’s prior written consent if the settlement requires any admission or imposes any obligation on, or restricts the rights of, any Cope Party. Cope’s failure to notify the Creator promptly does not relieve the Creator of its indemnification obligations except to the extent the Creator is materially prejudiced by the delay.
18(c) Recovery Against balance, Reserve, and Clawback. Without limiting the Creator’s personal liability under this Section 18, Cope may recover amounts owed under this Section 18 from the Creator’s balance, Reserve, Clawback amounts, or other amounts payable to the Creator, in accordance with Section 10.
18(d) Mandatory Statutory Rights. Where applicable law restricts the enforceability of an indemnity by a consumer or any other party, this Section 18 applies to the maximum extent permitted by law.
This Section 19 amends and supplements the limitation-of-liability provisions of Section 10 of the Terms in respect of the Creator role. In the event of any conflict between this Section 19 and Section 10 of the Terms with respect to the Creator’s rights or obligations as Creator, this Section 19 governs in accordance with Section 13(b)(i) of the Terms.
19(a) No Indirect Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER (OR TO ANY THIRD PARTY) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA, OR USE, ARISING OUT OF OR RELATING TO THESE CREATOR TERMS, THE PLATFORM, OR ANY PRODUCT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
19(b) Cope's Aggregate Cap to the Creator. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COPE PARTIES’ AGGREGATE LIABILITY TO THE CREATOR FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE CREATOR TERMS, THE PLATFORM, OR ANY PRODUCT WILL NOT EXCEED THE TOTAL FEES THAT COPE COLLECTED FROM, OR DEDUCTED FROM AMOUNTS OTHERWISE PAYABLE TO, THE CREATOR DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING IS IN AMENDMENT OF, AND IN PLACE OF, SECTION 10(B) OF THE TERMS IN RESPECT OF THE CREATOR’S CLAIMS AGAINST COPE AS CREATOR.
19(c) No Cap on the Creator's Payment Obligations to Cope. NOTHING IN SECTION 10 OF THE TERMS, IN THIS SECTION 19, OR ELSEWHERE IN THESE CREATOR TERMS LIMITS, CAPS, OR EXCLUDES THE CREATOR’S PAYMENT OR REIMBURSEMENT OBLIGATIONS TO COPE OR TO THE COPE PARTIES, INCLUDING THE CREATOR’S OBLIGATIONS IN RESPECT OF (I) FEES, CHARGEBACK SERVICE FEES, AND OTHER CHARGES UNDER SECTION 9 AND THE FEE SCHEDULE; (II) REFUNDS, CHARGEBACKS, AND NEGATIVE BALANCES UNDER SECTION 11 AND SECTION 10; (III) TAXES UNDER SECTION 12; (IV) INDEMNIFICATION OBLIGATIONS UNDER SECTION 18 AND UNDER SECTION 11 OF THE TERMS; AND (V) THE CREATOR’S OTHER MONETARY OBLIGATIONS UNDER THESE CREATOR TERMS. THE COPE PARTIES’ RECOVERY RIGHTS AGAINST THE CREATOR’S PAYOUT BALANCE, RESERVE, CLAWBACK AMOUNTS, AND OTHER AMOUNTS PAYABLE TO THE CREATOR ARE NOT CONSTRAINED BY ANY CAP.
19(d) Limitations Period. EXCEPT WHERE APPLICABLE LAW PROVIDES A SHORTER PERIOD THAT MAY NOT BE WAIVED, ANY CLAIM BY THE CREATOR ARISING OUT OF OR RELATING TO THESE CREATOR TERMS, THE PLATFORM, OR ANY PRODUCT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO THE CLAIM. CLAIMS NOT BROUGHT WITHIN THAT PERIOD ARE PERMANENTLY WAIVED.
19(e) Mandatory Statutory Rights. Nothing in this Section 19 limits the liability of any party for fraud, willful misconduct, gross negligence, death or personal injury caused by negligence, or any other liability that applicable law makes non-excludable.
19(f) Allocation of Risk. The Creator acknowledges that the limitations and exclusions in this Section 19, taken together with the fee structure and the parties’ respective economic interests on the Platform, reflect the negotiated allocation of risk between Cope and the Creator. The limitations and exclusions in this Section 19 will apply notwithstanding the failure of any limited remedy of its essential purpose.
This Section 20 supplements and, in respect of non-U.S.-resident Creators, amends Section 12 of the Terms. Except as expressly modified by this Section 20, all provisions of Section 12 of the Terms (including the informal-dispute-resolution requirement, the thirty (30)-day consumer opt-out, the class-action and jury-trial waivers, the mass-arbitration fee allocation, the EU/U.K. savings clause, and the venue for non-arbitrable matters) apply to the Creator.
20(a) U.S.-Resident Creators. For Creators that are habitually resident in, or organized under the laws of, the United States or any U.S. state or territory, disputes arising out of or relating to these Creator Terms shall be resolved in accordance with Section 12 of the Terms, including by binding arbitration administered by National Arbitration and Mediation (“NAM”) in accordance with the NAM Rules and by videoconference unless the arbitrator otherwise directs.
20(b) Non-U.S.-Resident Creators. For Creators that are not habitually resident in, or organized under the laws of, the United States or any U.S. state or territory, disputes arising out of or relating to these Creator Terms shall be resolved by binding arbitration administered by the International Centre for Dispute Resolution (“ICDR”), the international division of the American Arbitration Association, in accordance with the ICDR International Arbitration Rules then in effect. The seat of the arbitration shall be Wilmington, Delaware, United States. The language of the arbitration shall be English. The arbitration shall be conducted by videoconference unless the arbitrator otherwise directs. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Section 12(d) of the Terms (the thirty (30)-day consumer opt-out) does not apply to Creators acting in a commercial capacity.
20(c) Continuing Application of the Terms. Subject to Section 20(b), Section 12 of the Terms continues to apply to the Creator, including its provisions on governing law (Delaware), the informal-dispute-resolution notice requirement, class-action and jury-trial waivers, mass arbitration, exceptions for small-claims and injunctive relief, the EU/U.K. savings clause for consumers, the venue for non-arbitrable matters (New Castle County, Delaware), and severability.
20(d) Equitable Relief. Notwithstanding Section 20(a) or Section 20(b), either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights or to enforce these Creator Terms (including the rights of Cope under Section 4 of the Terms (Acceptable Use), Section 5 of the Terms (Intellectual Property), Section 10 (payouts; Reserve; Clawback), Section 11 (Refunds; Chargebacks), and Section 18 (Indemnification)).
21(a) Cope Not a Financial Institution. Cope is a technology platform, not a bank, money transmitter, money services business, or other regulated financial institution. Cope does not provide financial products, money transmission services, or banking services. Payment services are provided by Payment Service Providers. Funds collected from Buyers are held by payment processors in accounts those providers maintain and control.
21(b) The Creator's Regulatory Compliance. The Creator is solely responsible for understanding and complying with all laws and regulations applicable to the Creator’s business, the Creator’s Products, and the Creator’s use of the Platform, including (without limitation) consumer-protection laws, advertising laws, data-protection laws, sales-tax and VAT laws, anti-money-laundering and sanctions laws, age-restriction laws, FernUSG (as further addressed in Section 13), and category-specific regulatory regimes.
21(c) Anti-Money-Laundering. The Creator shall comply with all applicable anti-money-laundering, counter-terrorist-financing, and anti-bribery laws in connection with the Creator’s use of the Platform. The Creator shall not use the Platform to facilitate any transaction that the Creator knows or reasonably should know is fraudulent or otherwise unlawful.
21(d) Data-Protection Roles. [As between the Creator and Cope, each party is an independent controller of the personal data for which it determines the purposes and means of processing; where Cope processes personal data on the Creator’s behalf and on the Creator’s documented instructions, Cope acts as the Creator’s processor, and the parties will enter into data-processing terms as required by applicable data-protection law.]
22(a) Terms of Service Govern. The Terms govern the Creator’s use of the Platform as a User. Where the subject matter of a provision is more specific to the Creator role, these Creator Terms govern in accordance with Section 13(b)(i) of the Terms; otherwise, the Terms continue to apply. Where the Creator and Cope have entered into a separately executed written agreement under Section 9(e), that agreement governs the specific matters it expressly addresses to the extent of any conflict, in accordance with Section 13(b) of the Terms.
22(b) Conflicts with the Terms. Where these Creator Terms expressly amend a provision of the Terms (including Sections 18, 19, and 20 above), the amendment in these Creator Terms governs. Otherwise, in the event of an apparent conflict between these Creator Terms and the Terms, the more specific provision in respect of the Creator role governs.
22(c) Jurisdictional Savings. Nothing in these Creator Terms operates to exclude, restrict, or modify the application of any provision of law of the jurisdiction in which the Creator is habitually resident or established that may not lawfully be excluded, restricted, or modified by agreement, and these Creator Terms are subject to any such non-waivable provision. To the extent any provision of these Creator Terms is or becomes unenforceable against a Creator by reason of such a non-waivable provision, that provision is, as to that Creator and that jurisdiction only, modified to the minimum extent necessary to comply with applicable law, and the remainder of these Creator Terms continues in full force and effect.
