1.1 Narrativ, Inc. (“Narrativ”, “we” or “us”) provides its Service (as defined below) to you through its web site and platform located at https://narrativ.ai/ (the “Site”), subject to this Terms of Service agreement (“TOS”). By accepting this TOS or by accessing or using the Service (including the Site) as a voice narrator for ads or such an individual's representing agency or representative (collectively, “Talent”, “you” or “your”), you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a voice narrator, company, business or other legal entity, you represent and warrant that you have the authority and all rights necessary (A) to bind such individual or entity and its affiliates to this TOS and (B) to grant the rights set forth herein with respect to such individual or entity and its affiliates, and the terms “you” or “your” shall refer to such individual or such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service. If you are entering into this TOS on behalf of an individual, company, business or other legal entity, you shall, upon Narrativ's request, provide to Narrativ any documentation that Narrativ requests to verify that you have the authority and all rights necessary to represent such individual or entity and to grant the rights as set forth in this TOS. All individuals and entities who use the Service, including but not limited to Talent and actual or prospective advertisers or other non-Talent users of the Service (collectively, “Advertisers”), are referred to as “Users.”

1.2 Narrativ may change this TOS from time to time by providing fourteen (14) days prior notice either by emailing the email address associated with your Account or by posting a notice on the Site. You can review the most current version of this TOS at any time at https://narrativ.ai/terms-and-conditions. The revised terms and conditions will become effective fourteen (14) days after we post or send you notice of such changes, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is stop using the Service and send a cancellation email to support@narrativ.ai.

1.3 As part of the registration process, you will identify an administrative username and password for your account (“Account”). If you are an individual, you are not authorized to use the Service if you are under 18 years old.

The “Service” includes (a) the Site, (b) Narrativ's platform and related technologies, pursuant to which Narrativ may create custom neural voice models using Talent's voice (the “Voice Models”) and use such Voice Models to assist Advertisers in creating audio ads (“Audio Ads”) and ad campaigns featuring such Audio Ads (“Ad Campaigns”) using Talent's AI-generated voice and, to the extent permitted, Talent's name, image and likeness of Talent (collectively, “Talent NIL”), in each case subject to approval of Talent and the Talent NIL license that is purchased by the applicable Advertiser via such platform (any such licenses, “Talent NIL Licenses”), and (c) all software, data, reports, text, images, sounds, video, and content (collectively, “Content”) made available through any of the foregoing (excluding Audio Ads, the “Service Content”). As part of the Service, we or you may create a profile (“Profile”) based on Your Materials (as defined below), including your name and photo. Advertisers will be able to see your Profile, and Advertisers seeking to connect with Talent will be able to search for your Profile and will use the information from your Profile to make a proposal on a potential Talent-Advertiser Arrangement (as defined below), or otherwise communicate with you. You understand and agree that the placement or ranking of your Profile in search results may depend on a variety of factors, including Advertiser or Talent preferences and/or Talent NIL License fees. Any new features added to or augmenting the Service are also subject to this TOS.
You acknowledge that Narrativ may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other Content will be retained by the Service and the maximum storage space that will be allotted on Narrativ's or its third-party service providers' servers on your behalf. You agree that Narrativ has no responsibility or liability for the deletion or failure to store any data or other Content maintained or 2 uploaded by the Service. You acknowledge that Narrativ reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Narrativ reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

3.1 Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful, commercial purposes. All rights, title and interest in and to the Service and its components (including all Usage Data, as defined below) will remain with and belong exclusively to Narrativ. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, (c) modify, adapt, interfere with, or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks, (d) use manual or automated software, devices, scripts, redirects, robots, other means or processes to access, “scrape”, “crawl” or “spider” any web pages or other services contained in the Service, (e) use the Service for any purpose not expressly permitted by this TOS, (f) copy, store or otherwise access any information contained on the Site for purposes not expressly permitted by this TOS, (g) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity, (h) systematically retrieve data or other Content from the Service to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise, (i) attempt to probe, scan, or test the vulnerability of any Narrativ system or network or breach any security or authentication measures, or (j) advocate, encourage, or assist any third party in doing any of the foregoing. You shall comply with any codes of conduct, policies or other notices Narrativ provides you or publishes in connection with the Service, and you shall promptly notify Narrativ if you learn of a security breach related to the Service.

3.2 You are solely responsible for Your Trademarks (as defined below), Content, Your Ads and all other photos, images, videos, graphics, written content, code, data, information, feedback, suggestions, text, and other materials that you upload, post, deliver, provide, store or otherwise transmit in connection with or relating to the Service (“Your Materials”).

3.3 You also hereby grant Narrativ the right, during and after the term of this TOS, to derive statistical, usage and other data regarding the Service, including regarding Your Ads and/or your Ad Campaigns (collectively, “Usage Data”), and Narrativ will own and retain all right, title and interest in and to such Usage Data.

3.4 Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Narrativ are non-confidential and Narrativ will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

3.5 The Service may provide links, access to, or otherwise require you to use services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third- Party Services may provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. Narrativ has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. You, and not Narrativ, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Narrativ enables these Third- Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Narrativ will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

3.6 You are responsible for maintaining the confidentiality of your login, password and Account and for all activities that occur under your login or Account. You agree that Narrativ has right to access your Account in order to respond to your requests for technical support, and to share your Account credentials and passwords with its third- party service providers for the purpose of providing the Services. Narrativ has the right, but not the obligation, to monitor the Service, Content, or Your Materials. You further agree that Narrativ may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.

3.7 You understand that the operation of the Service, including Your Materials, may be unencrypted and involve: (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; and (c) transmission to Narrativ's third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Materials. Narrativ will have no liability to you for any unauthorized access or use of any of Your Materials, or any corruption, deletion, destruction or loss of any of Your Materials.

3.8 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Service (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Narrativ's published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your Account, passwords 3 (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.

3.9 The failure of Narrativ to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and Narrativ, even though it is electronic and is not physically signed by you and Narrativ, and it governs your use of the Service.

3.10 Narrativ reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on Narrativ's website, social media, and in emails and other communications with third parties. To decline Narrativ this right you need to email support@narrativ.ai stating that you do not wish to be used as a reference. Narrativ may issue one or more press releases announcing its relationship with Advertiser with Advertiser's prior written approval, such approval not to be unreasonably withheld, conditioned, or delayed.

4.1 You acknowledge and agree that Narrativ is not responsible for any of Your Ads and/or Ad Campaigns. You are responsible for Your Materials, Your Ads and/or Ad Campaigns (including descriptions, defects, required legal disclosures, regulatory compliance, offers or promotional Content, and compliance with any applicable laws or regulations), your relationships and arrangements with Talent, and all aspects of the transactions between you Talent. This includes, but is not limited to, confirming that the appropriate payments have been provided to Talent, and your breach of this TOS. You represent and warrant that Your Materials will be true, accurate, and complete, and will not violate any applicable laws, regulations, or rights of third parties.

4.2 You may not use the Service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any applicable laws (including but not limited to copyright laws). You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate or promote your products or services) in your use of the Service, your use of Your Ads and/or running of your Ad Campaigns, and your performance of obligations under this TOS. Without limiting the foregoing, you will not use the Service to generate any Ads for or that include any (a) illegal, fraudulent or deceptive activity or Content, (b) child sexual abuse material or any Content that exploits or harms children, or (c) hateful, harassing or violent activity or Content.

4.3 Narrativ's technology enables transactions between the Users on the Service but Narrativ is not a party to any arrangement between any Advertisers, Talent or other Users, and Narrativ is not responsible for the enforcement of any arrangements between such parties. Narrativ cannot make any representation or guarantee that Advertisers, Talent or other Users will achieve any particular outcome as the result of promoting any products or services or engaging in any other transaction in relation to the Service.

4.4 As between you and Narrativ, and to the extent permitted by applicable law, you own Your Ads and, subject to your compliance with this TOS and solely to the extent Narrativ obtains any ownership in any copyrights in Your Ads, Narrativ hereby assigns to you our ownership interest in such copyrights to Your Ads. Your Ads are deemed to be part of Your Materials for purposes of these TOS.

4.5 If you purchase a Talent NIL License via the Service, then subject to your continued compliance with this TOS (including payment of applicable fees to Narrativ and the applicable Talent), the applicable Talent grants you, as an Advertiser, a limited, non-transferable license to incorporate the applicable Talent NIL in Your Ads and to perform or distribute Your Ads, in each case solely within the permitted scope of the Talent NIL License as indicated at the time of your purchase of the Talent NIL License.

You understand and agree that Narrativ is not involved in the interactions between Advertisers and Talent and does not refer or endorse or recommend any particular Talent. You also understand and acknowledge that Narrativ does not edit, modify, filter, screen, monitor, endorse or guarantee Your Materials, Your Ads or the content of communications with any Talent.

6.1 User Interactions. You agree that you are solely responsible for your interactions with any other Users (including Talent) in connection with the Service (including any payments for Talent NIL Licenses), and Narrativ will have no liability or responsibility with respect thereto. By using the Service, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users (including Talent) or other third parties will be limited to a claim against the particular User(s) or other third party(ies) who caused you harm, and you agree not to attempt to impose liability on, or seek any legal remedy from, Narrativ with respect to such actions or omissions. Narrativ reserves the right, but has no obligation, to become involved in any way with disputes between you and any other User (including any Talent).

7.1 If you purchase any subscription to the Service or otherwise use any paid portion of the Service, you agree that 4 you will pay the applicable subscription fees and/or transaction fees for Your Ads that are created in connection with the Service, in each case as set forth on the Service(the “Fees”) in accordance with the terms of this TOS. We reserve the right to change the Fees. If Narrativ does change any Fees, Narrativ will provide notice of the change on the Site or in email to you, at Narrativ's option, at least 14 days before the change is to take effect. Your continued use of the Service after a Fee change becomes effective constitutes your agreement to the changed amount. Changes in subscription Fees will become effective upon the renewal of your subscription. In addition, as consideration for any license to Talent NIL that you receive in connection with the Service, you will pay Talent the applicable license fee in accordance with the process and procedures set forth in the Service. You shall be responsible for all taxes associated with the Service other than U.S. taxes based on Narrativ's net income.

7.2 Notwithstanding any amounts owed to Narrativ hereunder, NARRATIV DOES NOT PROCESS PAYMENT FOR ANY SERVICES OR PAYMENT TO ANY TALENT FOR ANY TALENT NIL LICENSES. To facilitate payment to Narrativ for the Service or to any Talent for any Talent NIL License via bank account, credit card, or debit card, Narrativ uses Stripe, Inc. and its affiliates (“Stripe”), a third-party payment processor. These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe's Global Privacy Policy available at:https://stripe.com/privacy (collectively, the "Stripe Agreements"). By agreeing to this TOS, users that use the payment functions of the Service also agree to be bound by the Stripe Agreements, as the same may be modified by Stripe from time to time. You hereby authorize Stripe to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact Stripe for more information. Company assumes no liability or responsibility for any payments you make through the Service.

You represent and warrant to Narrativ that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Materials or have obtained all permissions, releases, rights or licenses required to create and perform or distribute, as applicable, Your Ads, run your Ad Campaigns and engage in your activities (and allow Narrativ to perform its obligations) in connection with the Service without obtaining any further releases or consents; (iii) Your Materials, Your Ads and other activities in connection with the Service, and Narrativ's exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party's copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor do Your Materials or Your Ads contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; (iv) you are eighteen (18) years of age or older or, if you are a company, business or other legal entity, you are duly organized and validly existing in your applicable jurisdiction; and (v) your use of the Service will be limited to commercial and not personal, family, or household purposes.

You have the right to terminate your Account at any time by sending a cancellation request to support@narrativ.ai. Subject to earlier termination as provided below, Narrativ may terminate your Account at any time by providing thirty (30) days prior notice to the administrative email address associated with your Account. In addition to any other remedies we may have, Narrativ may also terminate your Account upon ten (10) days' notice, if you breach any of the terms or conditions of this TOS. Narrativ reserves the right to modify or discontinue, temporarily or permanently, your access to or use of the Service (or any part thereof). All of Your Materials and Your Ads on the Service (if any) may be permanently deleted by Narrativ upon any termination of your Account in its sole discretion. All accrued rights to payment and the terms of Sections 3 through 18 shall survive termination of your Account.

The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Narrativ or by third-party providers, or because of other causes. THE SERVICE, INCLUDING THE SITE AND SERVICE CONTENT, AND ALL MODELS AND SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND NARRATIV EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT NARRATIV DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM NARRATIV OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

11.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NARRATIV BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AGGREGATE DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) 5 U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.

11.2 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, NARRATIV'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

You shall defend, indemnify, and hold harmless Narrativ from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, your violation of any law or the rights of a third party, any of Your Materials or your Ad Campaigns, or your other access, contribution to, use or misuse of the Service, including any aspect of any transaction, arrangement, or interaction with any Talent or other Users. Narrativ reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Narrativ's defense of such matter.

Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading, accessing or using the Software or Service is at your sole risk. You may not remove or export from the United States or allow the export or re-export of the Service or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation installed by Narrativ on your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this TOS and will be prohibited except to the extent expressly permitted by the terms of this TOS.

You may not assign this TOS without the prior written consent of Narrativ, but Narrativ may assign or transfer this TOS, in whole or in part, without restriction. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this TOS will be binding on the parties and their successors and assigns.

If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Narrativ in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

This TOS shall be governed by the laws of the State of New York without regard to the principles of conflicts of law. Unless otherwise elected by Narrativ in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the courts of the State of New York for the purpose of resolving any dispute relating to your access to or use of the Service.

Please visit https://narrativ.ai/privacy-policy to understand how Narrativ collects and uses personal information.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Narrativ will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Narrativ&pos;s Copyright Agent at support@narrativ.ai (subject line: “DMCA” Takedown Request”). You may also contact us by mail or facsimile at:
Attention: Copyright Agent
Narrativ, Inc.
108 Downing Street Apt. 4D, Brooklyn, NY 11238

Email: support@narrativ.ai

To be effective, the notification must be in writing and contain the following information:

If you believe that the relevant Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use such Content, you may send a written counter-notice containing the following information to the Copyright Agent:

If a counter-notice is received by the Copyright Agent, Narrativ will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider or User, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Narrativ's sole discretion.

In accordance with the DMCA and other applicable law, Narrativ has adopted a policy of terminating, in appropriate circumstances and at Narrativ's sole discretion, Users who are deemed to be repeat infringers. Narrativ may also at its sole discretion limit access to the Site and/or terminate the Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.