This Analyst Platform Agreement (the “Agreement”) is entered into as of the date the Analyst accepts it on the platform (the “Effective Date”) between PayoutProofs (“PayoutProofs”), and the person or entity identified in the signature block below (the “Analyst”). PayoutProofs and the Analyst are each a “Party.”
1.1 PayoutProofs operates a technology platform that delivers trading signals to subscribers through a web room, Discord direct messages and subscriber-designated webhooks, maintains market-stamped public records of analysts’ signals, and lists analyst subscription products in the PayoutProofs store on Whop.
1.2 The Analyst is an independent trader who wishes to use the platform to publish his or her own trading signals to paying subscribers.
2.1 “Strategy Signal” means an entry, stop, target, partial exit, management or exit instruction that the Analyst publishes through the platform, in a standard form identical for every subscriber on the same feed, with entries expressed for a reference size of one contract and partial exits expressed as a percentage of the position.
2.2 “Subscriber” means a person who subscribes to the Analyst’s product through the platform.
2.3 “Analyst Feed” and “Day-Close Feed” have the meanings given in the Strategy Subscription Terms. In summary, the Analyst Feed carries the Analyst’s Strategy Signals as published, and the Day-Close Feed carries the same Strategy Signals plus a standard Session-Close Instruction issued by PayoutProofs at 4:50 PM Eastern Time.
2.4 “Session-Close Instruction” means the fixed, time-based close instruction that PayoutProofs sends to Day-Close Feed Subscribers under the Strategy Subscription Terms.
2.5 “Gross Subscriber Fees” means subscription amounts actually collected from Subscribers for the Analyst’s product.
2.6 “Net Subscriber Fees” means Gross Subscriber Fees less (i) fees charged by Whop or any other payment provider, (ii) the affiliate fee shown on the Analyst settings page (currently 10% of Gross Subscriber Fees), (iii) refunds, and (iv) chargebacks and related fees.
2.7 “Platform Fee” means the portion of Net Subscriber Fees retained by PayoutProofs under Section 8.
2.8 “Securities and Commodities Laws” means the Commodity Exchange Act, the regulations of the Commodity Futures Trading Commission (the “CFTC”), the rules of the National Futures Association (the “NFA”), and any other law that applies to the Analyst’s trading advice.
3.1 What PayoutProofs provides. PayoutProofs will provide the Analyst with (i) tools to publish Strategy Signals, (ii) delivery of Strategy Signals to Subscribers’ chosen channels in the Analyst Feed and the Day-Close Feed, (iii) market-stamped recording of Strategy Signals for the Analyst’s public record, (iv) a product listing in the PayoutProofs Whop store, and (v) billing and payout through Whop.
3.2 What PayoutProofs does not do. PayoutProofs does not create, edit, size, filter or select the Analyst’s signals, does not size signals for any Subscriber, does not send order instructions on request for any individual Subscriber, and does not advise Subscribers. PayoutProofs may change, improve or discontinue platform features on reasonable notice.
3.3 Day-Close Feed. The Analyst decides when to exit his or her own positions and is not required to close any position by any time. PayoutProofs offers Subscribers the option of the Day-Close Feed, in which PayoutProofs, not the Analyst, sends the Session-Close Instruction under a fixed, published rule. The Analyst agrees that his or her Strategy Signals may be delivered in the Day-Close Feed. As between the Parties, (i) PayoutProofs is solely responsible for the Session-Close Instruction and the Day-Close Feed rules, (ii) the Analyst is not responsible for any result caused by the Session-Close Instruction, and (iii) the Analyst’s public record reflects the Analyst Feed only.
3.4 No Analyst control of the Day-Close Feed. The Analyst will not describe the Session-Close Instruction as his or her own trading decision, will not direct or request any change to it for any Subscriber, and will not advise any Subscriber on which feed to choose based on that
Subscriber’s circumstances. The Analyst may describe the two feeds in general terms available equally to all Subscribers.
4. The Analyst’s Role and Independence
4.1 Independent contractor. The Analyst is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. The Analyst has no authority to bind PayoutProofs.
4.2 Sole provider of the advice. The Analyst alone is responsible for the content, timing and accuracy of his or her Strategy Signals, including all exit decisions, and any commentary the Analyst publishes.
4.3 Non-exclusive. This Agreement is non-exclusive. The Analyst may offer his or her trading signals through other channels, subject to Section 11.
5.1 Same signals for everyone. PayoutProofs is built for publishing: every Strategy Signal goes out in the same form, at the same time, to every Subscriber of the Analyst Strategy, and no one receives advice tailored to them. The Analyst is responsible for knowing whether any registration or exemption applies to him or her (for example with the CFTC and the NFA) and for complying with it. PayoutProofs does not ask for a registration number.
5.2 Information on request. On request, the Analyst will give PayoutProofs reasonable information about his or her registration status or the basis for any exemption.
5.3 Standardized advice only. The Analyst will provide trading advice only through Strategy Signals and general commentary available equally to all Subscribers. The Analyst will not (i) provide any Subscriber with advice based on or tailored to that Subscriber’s positions, account size, balance or other circumstances, whether on the platform, in Discord, by direct message or otherwise, (ii) recommend a position size to any individual Subscriber, (iii) ask Subscribers for account information, or (iv) accept or exercise any authority, formal or informal, over any Subscriber’s account.
5.4 Compliance with law. The Analyst will comply with all Securities and Commodities Laws and all consumer protection and advertising laws that apply to the Analyst’s activities.
5.5 Regulatory inquiries. The Analyst will notify PayoutProofs within 2 business days of receiving any inquiry, subpoena, complaint or notice from the CFTC, the NFA or any other regulator relating to the Analyst’s trading advice, to the extent the Analyst is legally permitted to do so.
5.6 Compliance FAQ. The Analyst has read the PayoutProofs Analyst Compliance FAQ, which is also included at the end of this page. The FAQ is guidance only and is not legal advice; if the FAQ conflicts with this Agreement, this Agreement governs.
5.7 Disclosure of proceedings. The Analyst will tell PayoutProofs in writing, before publishing any Strategy Signal and within 5 business days after any later change, about any pending CFTC, NFA, SEC, state, civil fraud or criminal proceeding against the Analyst relating to trading, investment advice or fraud.
6.1 Platform records. The Analyst’s public record on PayoutProofs is generated by the platform from market-stamped reference prices and reflects the Analyst Feed. The Analyst will not alter, delete, backdate or misstate any Strategy Signal or record, will not present any record as the results of an actual customer account, and will not present Day-Close Feed results as his or her own record.
6.2 Required disclosure. Whenever the Analyst shows simulated or hypothetical performance, on or off the platform, the Analyst will include the disclosure required by CFTC Rule 4.41(b) (or the alternative prescribed by the NFA), displayed with equal prominence and immediately next to the performance shown.
6.3 No guarantees or earnings claims. The Analyst will not state or imply that Subscribers will or are likely to earn profits, guarantee results, describe trading as low risk or riskless, or make any income or earnings claim that does not comply with applicable law and Whop’s policies.
6.4 Affiliates and endorsements. The Analyst will ensure that any affiliate, testimonial or endorsement the Analyst arranges discloses any material connection as required by law.
6.5 Review and removal. PayoutProofs may review, require changes to, or remove any Analyst listing, description, commentary or marketing that PayoutProofs reasonably believes violates this Agreement or the law.
7.1 No trading against Subscribers. The Analyst will not use advance knowledge of a Strategy Signal or of the timing of the Session-Close Instruction to trade ahead of Subscribers for the purpose of benefiting from their orders, and will not take positions intended to profit from Subscribers acting on a Strategy Signal or Session-Close Instruction.
7.2 Disclosure. The Analyst will disclose on his or her listing any material conflict of interest, including compensation from any broker, prop firm or other third party that the Analyst promotes.
8.1 Pricing. The Analyst sets his or her monthly subscription price within the range shown on the settings page (currently $10 to $999) and may offer a 7-day free trial. The price is the same for the Analyst Feed and the Day-Close Feed. A price change switches existing Subscribers off until each one accepts the new price, as set out in the Strategy Subscription Terms.
8.2 Split. Of Net Subscriber Fees for the Analyst’s product, the Analyst receives 50% (the “Analyst Share”) and PayoutProofs retains 50% as its Platform Fee for providing the platform services described in Section 3.
8.3 Payout. The Analyst Share is paid to the Analyst through Whop to the Whop username the Analyst designates in his or her settings, on Whop’s payout schedule. The Analyst is responsible for keeping that username accurate and for complying with Whop’s seller and payout terms.
8.4 Refunds and chargebacks. Refunds, chargebacks and related fees reduce Net Subscriber Fees and are therefore shared in the same proportions as Section 8.2, except that PayoutProofs bears in full any refund it grants solely because of a failure of the Session-Close Instruction. Where a refund or chargeback occurs after the Analyst Share for that payment has been paid, PayoutProofs may offset the Analyst’s portion against future Analyst Share payments or request repayment.
8.5 Changes to the split. PayoutProofs may change the Analyst Share or the Platform Fee on at least 30 days’ written notice. The change applies only to Subscriber payments collected after the notice period ends. If the Analyst does not agree, the Analyst may terminate this Agreement under Section 12.2 before the change takes effect.
8.6 Taxes. Each Party is responsible for its own taxes. The Analyst will provide any tax information that PayoutProofs or Whop requires.
8.7 Statements. PayoutProofs will make available to the Analyst a statement of Gross Subscriber Fees, deductions and the Analyst Share for each payout period.
9.1 Analyst content. The Analyst owns his or her Strategy Signals and commentary. The Analyst grants PayoutProofs a non-exclusive, worldwide, royalty-free license during this Agreement to host, deliver (in both feeds), display, record and reproduce them to operate the platform, and a perpetual license to retain and display the Analyst’s historical record on the platform for transparency and record-keeping.
9.2 Platform. PayoutProofs owns the platform, its software, its record-keeping methods, the Day-Close Feed and Session-Close Instruction, the PayoutProofs name and all platform data, including Subscriber data.
10.1 Subscriber data. Subscriber information belongs to PayoutProofs. The Analyst may use it only to provide Strategy Signals through the platform and will not export, sell or use it for any other purpose.
10.2 Confidentiality. Each Party will keep confidential the other Party’s non-public business, technical and financial information and use it only to perform this Agreement.
11. Non-Solicitation of Subscribers
During this Agreement and for 12 months after it ends, the Analyst will not use PayoutProofs Subscriber data, or the platform’s direct messaging, to solicit Subscribers to subscribe to the Analyst’s signals outside the platform. This Section does not restrict the Analyst’s general public marketing or the Analyst’s relationships with people the Analyst knew independently of the platform.
12.1 Term. This Agreement starts on the Effective Date and continues until terminated.
12.2 Termination for convenience. Either Party may terminate this Agreement on 30 days’ written notice.
12.3 Suspension and immediate termination. PayoutProofs may suspend the Analyst’s listing and signal delivery immediately, and may terminate this Agreement immediately on written notice, if (i) the Analyst breaches Section 3.4, 5, 6 or 7, (ii) the Analyst’s registration or exemption status lapses or is questioned by a regulator, (iii) any statement in the Analyst’s Compliance Certification is or becomes untrue, (iv) PayoutProofs reasonably believes the Analyst’s conduct exposes Subscribers or PayoutProofs to legal or regulatory risk, or (v) Whop restricts the Analyst or the product.
12.4 Effect of termination. On termination, (i) Subscribers to the Analyst’s product are switched off and not charged again, (ii) the Analyst will publish exit instructions for any open Strategy Signal positions, or PayoutProofs may notify Subscribers that no further instructions will follow, (iii) PayoutProofs will pay any Analyst Share earned before termination, less amounts owed under Section 8.4, and (iv) Sections 3.3, 6.1, 8.4, 8.6, 9, 10, 11, 13, 14 and 15 survive.
13.1 By the Analyst. The Analyst will indemnify, defend and hold harmless PayoutProofs, its owners, officers and staff from all claims, losses, penalties, fines and costs (including reasonable legal fees) arising from (i) the Analyst’s Strategy Signals, commentary or marketing, (ii) the Analyst’s breach of this Agreement, (iii) any untrue statement in the Analyst’s Compliance Certification, or (iv) any failure by the Analyst to be registered or to qualify for an exemption, or any other violation of Securities and Commodities Laws by the Analyst.
13.2 Session-Close Instruction. The Analyst’s obligations under Section 13.1 do not extend to claims to the extent caused by the Session-Close Instruction or the Day-Close Feed rules, unless the Analyst breached Section 3.4 or 7.1.
14.1 Platform as is. The platform is provided “as is” and “as available.” PayoutProofs does not warrant uninterrupted or error-free delivery or recording.
14.2 Limitation. To the maximum extent permitted by law, PayoutProofs is not liable for any indirect, incidental, special, consequential or punitive damages or lost profits, and its total liability under this Agreement in any twelve-month period is limited to the Platform Fees it retained from the Analyst’s product in that period. This Section does not limit liability for fraud or wilful misconduct.
15.1 Governing law. This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law rules, and by applicable federal law. Any dispute will be resolved exclusively in the state or federal courts located in Middlesex County, Massachusetts.
15.2 Entire agreement. This Agreement and the Analyst settings page (as to price and payout details) are the entire agreement between the Parties about its subject and replace any prior understanding. If the settings page or the Analyst Compliance FAQ conflicts with this Agreement, this Agreement governs.
15.3 Amendments. Except as provided in Section 8.5, this Agreement may be amended only in writing accepted by both Parties, including by electronic acceptance on the platform.
15.4 Assignment. The Analyst may not assign this Agreement without PayoutProofs’ written consent. PayoutProofs may assign it to a successor to its business.
15.5 Notices. Notices must be in writing and sent by email to PayoutProofs at [email protected] and to the Analyst at the email address in the signature block, and are effective when sent.
15.6 Severability. If any provision is unenforceable, the rest of the Agreement remains in effect.
15.7 Electronic acceptance. The Analyst accepts this Agreement electronically by ticking “I agree to the PayoutProofs Analyst Agreement” in the order ticket settings while signed in, and electronic acceptance has the same effect as a handwritten signature. PayoutProofs keeps a record of each acceptance: the Agreement version and its SHA-256 fingerprint, the Analyst’s signed-in account, the date and time, the IP address and the browser used. PayoutProofs’ acceptance is given by making the platform available to the Analyst after the Analyst accepts.
In the order ticket, Edit settings, tick: [ ] I agree to the PayoutProofs Analyst Agreement. It is required before subscriptions can be turned on, and it is asked again when this Agreement changes. The record described in Section 15.7 is kept privately by PayoutProofs.
This FAQ explains the rules every analyst on PayoutProofs must follow. It is general guidance, not legal advice. PayoutProofs cannot tell you whether you personally must register. If this FAQ conflicts with your Analyst Platform Agreement, the Agreement governs.
1.1 It depends on your own situation. Futures trading advice for pay is regulated by the Commodity Futures Trading Commission (CFTC), and registered advisors must also be members of the National Futures Association (NFA). Some advisors must register; others qualify for an exemption. Whether you qualify depends on how you give advice, what you trade, how and where you market yourself (including outside PayoutProofs), and where you live.
1.2 You are responsible for your own status. PayoutProofs publishes your signals the same way to every subscriber, with no individualized advice. PayoutProofs’ setup does not register you or exempt you, and it does not ask for a registration number: you agree to the Analyst Agreement and you are responsible for any registration or exemption that applies to you.
1.3 If you also advise on stocks or options on stocks, the Securities and Exchange Commission and state securities regulators may also have rules for you.
1.4 Where to learn more. The CFTC (cftc.gov) and the NFA (nfa.futures.org) publish guidance on who must register as a commodity trading advisor and on exemptions. Anyone can look up registration status on NFA BASIC. For advice on your own situation, speak with a lawyer who handles futures and commodities regulation.
2.1 Only advice that is the same for everyone. You may publish Strategy Signals and general commentary that every subscriber receives equally. You may never give advice based on a particular subscriber’s account, positions, size or personal situation.
2.2 Examples.
Allowed: posting to all subscribers, “Long ES at 5,200, stop 5,190, first target 5,215.”
Allowed: a general Discord post, “Reminder to everyone: set your own size and stops in your own automation.”
Not allowed: a DM saying, “You’ve got 4 contracts on, so I’d take 2 off now.”
Not allowed: replying to a subscriber, “With a $50k account you should trade 3 MES on my signals.”
Not allowed: telling a subscriber, “Given how you trade, you should pick the Day-Close Feed.”
2.3 Discord counts. The rule applies everywhere: the web room, public channels, DMs, voice chat, X, Substack and any other place. If a subscriber asks about his or her own account, reply with a general answer anyone could use, or point to the FAQ and the subscriber’s own broker.
3.1 No. You must never accept or use any authority over a subscriber’s account, formal or informal. Do not ask for, accept or use broker logins, webhook URLs, passwords or API keys belonging to subscribers. Do not configure a subscriber’s automation for them.
3.2 Sizing belongs to subscribers. Signals use a one-contract reference format. Each subscriber sets his or her own size and limits in his or her own tools.
4.1 You do. You decide all exits in your own signals and you never have to close by any particular time.
4.2 The Day-Close Feed is PayoutProofs’ rule. Subscribers may choose the Day-Close Feed, in which PayoutProofs sends a standard close at 4:50 PM ET for any position still open. That close is not your decision, does not appear in your record, and must not be described as your trade.
4.3 No individual closes. Neither you nor PayoutProofs sends a close for an individual subscriber on request. Subscribers close or adjust positions through their own automation or broker.
5.1 Use the required disclosure. Your PayoutProofs record is hypothetical: it uses market- stamped reference prices, not customer fills. Wherever you show it or any simulated result, on or off PayoutProofs, include the CFTC-required hypothetical performance disclosure (or the NFA’s approved alternative) right next to the results, just as prominent. PayoutProofs shows it on the platform; you must add it everywhere else.
5.2 Do not undercut it. Do not call hypothetical results “real money,” “verified profits” or “member results,” and do not post screenshots that suggest typical member earnings.
5.3 No promises. Do not promise or imply profits, guaranteed results, “low risk,” “can’t lose” or income figures. Whop’s earnings-claims rules also apply to your listing.
5.4 Paid promotion. If you pay or reward anyone to promote your signals, including affiliates, they must clearly disclose that connection.
6.1 Never trade against subscribers. Do not use advance knowledge of your own signals or of the 4:50 PM close to trade ahead of subscribers or profit from their orders.
6.2 Disclose relationships. Disclose on your listing any payment you receive from brokers, prop firms or other businesses you promote.
7.1 Status changes. Update your Compliance Certification within 5 business days of any change in your registration or exemption status.
7.2 Regulator contact. Tell PayoutProofs within 2 business days if you receive an inquiry, subpoena, complaint or notice from the CFTC, the NFA or any other regulator about your trading advice, where you are legally allowed to.
PayoutProofs may suspend your listing and signal delivery immediately and may end your Agreement. You are responsible for your own regulatory compliance and for claims arising from your signals, commentary and marketing, as set out in your Agreement.
Yes. These rules apply to every analyst on PayoutProofs because PayoutProofs serves U.S. subscribers. Your own country’s laws may also apply to you, and you should check them with a local lawyer.
Questions about this FAQ: [email protected]. This FAQ is not legal advice.
Not legal or investment advice. Questions: [email protected]
