A clear outline before any yes.

THE REVENUE WATERFALL

Platform adjustments first. The split next.

Gross Billings means total fan payments. Net Proceeds means Gross Billings minus platform fees, payment-processing fees, refunds, and chargebacks. Net Proceeds are split 60% to the creator and 40% to Tidewell.

There is no upfront or monthly fee. The 40% Company Share is Tidewell's fee. The creator's full 60% share is not reduced by Tidewell's operating expenses.

CREATOR-FRONTED COSTS

No charge to join. Clear limits for creator-fronted costs.

Tidewell covers or reimburses valid Expenses in full, above the revenue split, under the following proposed clause:

1. What counts. An “Expense” is a content-related cost the Creator reasonably incurs on the Company’s behalf that is not a standard operating cost already borne by the Company (chatting, tools, marketing). Examples include on-camera wardrobe, props, lighting or a microphone, content-shoot fees, and editing software.
2. Approval threshold. An Expense of USD 50 or less (≤ USD 50) may be incurred without prior approval and is reimbursed on submission of a receipt. An Expense of more than USD 50 (> USD 50) requires the Company’s written pre-approval; an unapproved Expense over USD 50 may be declined or capped at the approved amount. For clarity, an Expense of exactly USD 50 requires no prior approval.
3. Aggregation. If a single purchase is split across invoices, line items, or instalments, the total governs the threshold.
4. Monthly cap. No-approval Expenses are capped at USD 150 per calendar month. Once the cap is reached, further Expenses require written approval.
5. Currency. For an Expense incurred in THB or PHP, calculate the USD equivalent at the mid-market rate on the expense date, as published by [Wise / bank]. For guidance only, USD 50 is approximately THB 1,675 or PHP 3,150; use the published rate for the actual expense date.
6. Receipts. Submit itemised, dated receipts within 30 days of the Expense.
7. Reimbursement. Valid Expenses are reimbursed in full, above the revenue split, within 7 days or on the next payout cycle, whichever is sooner.
8. Exclusions. Personal items not used on camera, device purchases, home internet, meals, and gifts to fans are not reimbursable unless agreed in writing.

The boundary is inclusive at USD 50: exactly USD 50 requires no prior approval. More than USD 50 requires written pre-approval.

Acceptable proof (any one)

• Itemised photo or PDF receipt showing vendor, date, items, amount, and currency.
• Digital invoice, order-confirmation email, or e-invoice.
• Card or bank statement transaction line plus a one-line note if the receipt is lost.
• For a cash purchase with no receipt, a signed declaration plus a payment screenshot.

Not acceptable: handwritten notes alone; a product listing or screenshot without proof of payment; or a duplicate submission of the same Expense.

Five-step process

1. Check the threshold. An Expense over USD 50 needs written approval first. A WhatsApp or email reply reading “Approved: [item], up to USD [X]” is sufficient. Expenses of USD 50 or less need no prior approval.
2. Submit within 30 days. The target address is expenses@tidewelltalent.com, which is not active yet. Once the mailbox is set up, include the proof, date, amount and currency, short description, and whether the Expense was pre-approved.
3. Review. The Company confirms or declines the claim in writing within 5 business days.
4. Declined? The Company gives a written reason; the Creator may resubmit with additional detail.
5. Paid. Valid Expenses are reimbursed in full, above the revenue split, within 7 days or on the next payout, whichever is sooner. Each item is recorded in the payout statement.

Proof & Process (contract draft). A valid reimbursement claim requires (a) written pre-approval where the Expense exceeds USD 50, (b) one acceptable proof item listed above, and (c) submission within 30 days. The Company reviews within 5 business days and pays valid claims in full, above the revenue split. Claims failing any requirement may be declined in writing.

PAYOUTS AND RECONCILIATION

Selected defaults; setup and counsel review remain.

• Company revenue accounts: Mercury US business account as primary; Wise Business as backup. Account opening, eligibility, and access are not yet verified.
• Creator payout rails: Wise as primary, Payoneer as secondary, and local bank transfer as fallback, subject to availability and verification.
• Currency: Company revenue is held in USD. Creators are paid in THB in Thailand or PHP in the Philippines; USD payout is available on request.
• Transfer and conversion fees: Borne by the Company from its 40% Company Share. No transfer or conversion fee is deducted from the Creator Share.
• Conversion: The payout conversion uses the Wise mid-market rate on the transfer date.
• Cadence: Twice monthly, on or about the 1st and 15th, within 7 days after platform settlement reaches the Company. Exact payment timing depends on settlement.
• Minimum payout: USD 20. Lower balances carry over.
• Rolling reserve: The Company may hold 10% of the Creator Share for 45 days against chargebacks and refunds, then release the reserve. This is a temporary holdback, not a fee or permanent reduction; counsel and accounting review must confirm how it is applied and released.
• Settlement: Platforms settle to the Company. The Company reconciles the amounts before each payout.
• Chargebacks and refunds: Netted against Net Proceeds before the split; the reserve is intended to cover associated risk. Counsel and accounting review must prevent double-counting.
• Verification: Payout requires verified ID and nominated bank details, collected only after acceptance through a separate secure onboarding step. That step is not configured; do not collect these details through the public application form or ordinary email.
• Final payout: Within 30 days after termination.

Statement each payout cycle: gross billings; platform fee; payment processing; chargebacks and refunds; Net Proceeds; Creator Share (60%); Company Share (40%); expenses reimbursed; reserve movement (held or released); and amount paid.

TERM, RENEWAL, AND EXIT

A proposed 12-month initial term.

• Initial term: 12 months, then automatic renewal for additional 12-month periods.
• To opt out of a renewal, either party gives 30 days' notice before the renewal date.
• Either party may terminate for convenience on 30 days' written notice.
• A 14-day cure period applies to a breach, subject to the final agreement defining how notice and cure work.
• Tidewell may terminate for account inactivity after 60 days. The final agreement must define account inactivity and any notice or exception.
• On exit, the creator retains the account; Tidewell's access returns to the creator or is removed. Final handoff steps must be documented.

ACCOUNT, CONTENT, AND OTHER WORK

The creator keeps ownership and control.

• The creator owns the platform account and all content and intellectual property. Tidewell does not own the creator's account.
• The proposed promotional licence runs during the term and for 12 months after the term. Exact scope, platforms, permissions and consent, and any revocation process require counsel review before use.
• Exclusivity applies only to the account Tidewell manages. Other creator accounts are allowed if disclosed.
• The creator may not directly hire Tidewell chatters during the term and for 6 months after it ends. This restriction requires enforceability and local counsel review.
• Mutual confidentiality is proposed to last 3 years. Scope and exceptions require review.

NOTICES, LANGUAGE, AND DISPUTES

Proposed mechanics only.

• Company notices would use a company contact and the creator's email on record. The company mailbox is not active, so the proposed notice method is not ready to use; see the separate owner-review placeholder below.
• English would govern. A Thai translation may be provided for convenience, with English prevailing.
• Proposed governing law: Wyoming. Proposed dispute sequence: negotiation, then mediation, then courts of Sheridan County, Wyoming.