Payment Terms

Effective date: October 31, 2022

My provision of Content and Classes is at all times subject to the Sol Guide Content Contributor Agreement(the “Agreement”), which incorporates these Payment Terms. For convenience and consistency, the definitions of any capitalized terms, not defined in these Payment Terms, will be the same as those in the Agreement. To the extent that these Payment Terms conflict with the Agreement, these Payment Terms will take precedence. I acknowledge and agree that these Payment Terms may be updated by Sol at any time, with or without notification.

Content:

Sol allocates twenty percent (20%) of all Quarterly Net Subscription Revenue, as defined below, to its Content providers (the “Quarterly Content Provider Fund”). As solely determined and calculated by Sol, I shall receive a certain percentage of the Quarterly Content Provider Fund (the “Content Fees”), based on the total legitimate, unique video views for all my approved Content (the “Content Views”) in an applicable calendar quarter during the Term. As solely determined by Sol, such Content Views exclude views that Sol determines in its sole discretion are (i) artificially produced or obtained, (ii) paid or incentivized, (iii) my own views or the views of those acting on my behalf to inflate my video views, or (iv) views gained as a result of manipulating or attempting to manipulate the Services’ various platform mechanisms (the “Prohibited Content Views”). All statistics regarding the number of Content Views are based solely on Sol’s data, and subject to Sol’s sole discretion regarding eligibility of Content or views. “Quarterly Net Subscription Revenue” shall be calculated as the total User subscription fees actually received and earned by Sol in a given calendar quarter, less (i) payments to third-party payment processors such as Apple Pay and Google Pay, (ii) third-party platform fees such as the Apple App Store and Google Play, (iii) any sales, excise, use, or other similar taxes or levies, (iv) any costs and service charges incurred by Sol in the facilitation of the Services (including without limitation any maintenance, support or implementation fees, as well as any refunds, chargebacks, or out-of-pocket expenses).

Classes:

If I offer Classes and Users purchase any Class through the Services, Sol shall pay me 85% of the Net Booking Revenue (the “Class Fees”). “Net Booking Revenue” shall be calculated as the total fees actually received and earned by Sol through the Users’ purchase of any of my Classes, less (i) payments to third-party payment processors such as Apple Pay and Google Pay, (ii) third-party platform fees such as the Apple App Store and Google Play, (iii) any sales, excise, use, or other similar taxes or levies, (iv) any costs and service charges incurred by Sol in the facilitation of the Services (including without limitation any maintenance, support or implementation fees, as well as any refunds, chargebacks, or out-of-pocket expenses).

Payment Details:

All undisputed Content Fees and Class Fees (collectively, the “Fees”) shall be paid net thirty (30) days from the last day of the quarter in which such Fees are received and earned by Sol, provided that my unpaid, cumulative Fees exceed twenty five dollars ($25) (the “Threshold”). If my unpaid, cumulative quarterly Fees are below the Threshold, they will continue to be rolled to the subsequent calendar quarters and held by Sol until they exceed the Threshold, or until the Agreement is terminated. Upon termination of the Agreement, any Fees then due will be paid to me at the end of the calendar quarter following such termination. Sol shall not pay me and I shall reimburse Sol (and Sol shall have the right to deduct from future payments) for any Fees earned for misleading or fraudulent activities, including, without limitation, automation tools (e.g., bots), conduct related to Prohibited Content Views, and conduct that is otherwise in violation of these Payment Terms (collectively, the “Prohibited Conduct”). Sol may at any time, without providing a warning or prior notice, temporarily suspend further payments of Fees, including but not limited to suspected Prohibited Conduct.

I must provide any identifying information or tax documentation necessary for payment of amounts due, and I agree that Sol has the right to withhold appropriate taxes from my payments. I understand and agree that I am ultimately responsible for any taxes on my income. I have thirty (30) days from the time at which a payment was made to report any discrepancies. After thirty (30) days, I waive my rights to dispute any payment. If Sol makes an overpayment to me for any reason, Sol shall have the right to deduct the amount of such overpayment from my accrued Fees or to demand the immediate repayment of such overpaid Fees.