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.

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.

You are solely responsible for your name, image, likeness, voice, trademarks, service marks and logos associated with your use of the Service (“Your Trademarks/NIL”), Content, all photos, images, videos, graphics, written content, audio files, 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 (“Usage Data”), and Narrativ will retain all right, title and interest in and to such Usage Data.

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 3 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 (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 Talent with Talent's prior written approval, such approval not to be unreasonably withheld, conditioned, or delayed.

4.1 You acknowledge and agree that any arrangement or agreement between you and Advertiser made in relation to the Service (each such arrangement or agreement, an “Talent-Advertiser Arrangement”) is directly between you and such Advertiser. You are responsible for Your Materials, your relationships and arrangements with Advertisers (including Talent-Advertiser Arrangements), your promotion or marketing of Advertiser's Audio Ads or Ad Campaigns, and all aspects of the transactions between you and Advertisers. This includes, but is not limited to, communicating with Advertisers and negotiating Talent-Advertiser Arrangements through the Service, confirming that the appropriate payments have been received by Talent from Advertiser 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 projects) in your use of the Service and your performance of obligations under this TOS.

4.3 Narrativ's technology enables transactions between the Users on the Service but Narrativ is not a party to any arrangement between Talent and any Advertisers or other Users, and Narrativ is not responsible for the 4 enforcement of any arrangements between such parties. Narrativ cannot make any representation or guarantee that Talent, Advertisers 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.

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

6.1 User Interactions. You agree that you are solely responsible for your interactions with any other Users (including Advertisers) in connection with the Service, 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 Advertisers) 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 Advertiser).

7.1 If a Talent-Advertiser Arrangement is in place and you have approved an Audio Ad created by an Advertiser under a purchased Talent NIL License, then such Advertiser will be responsible for paying Talent the applicable license fee. You shall be responsible for all taxes associated with the Service (including such payments) other than U.S. taxes based on Narrativ's net income.

7.2 NARRATIV DOES NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate your payment from an Advertiser, 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. Please contact Stripe for more information. Narrativ assumes no liability or responsibility for any payments you receive 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 engage in your posting and other activities (and allow Narrativ to perform its obligations) in connection with the Service without obtaining any further releases or consents; (iii) Your Materials 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 use of the Service 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.

If you are entering into this TOS on behalf of an individual, company, business or other legal entity, and if you cease to represent the such individual or entity, or if any of your representations and warranties at Section 1.1 cease to be true, then you (as the representative of such individual or entity) agree that: (A) you will immediately notify us of the applicable foregoing circumstances, (B) you will immediately cease all use of the Service, (C) at our request and direction, you will offer all assistance to transition the Account to such individual or entity (or successor) determined at our sole discretion, and (D) we have the right to immediately terminate or suspend the Account.

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 on the Service (if any) may be permanently deleted by Narrativ upon any termination of your Account in its sole discretion. The terms of Sections 3 through 20 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 VOICE MODELS AND SERVER 5 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.

12.1 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 ONE HUNDRED ($100) 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.

12.2 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 other access, contribution to, use or misuse of the Service, including any aspect of any transaction, arrangement, or interaction with any Advertisers 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.

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

14.1 Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in this TOS as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Narrativ, whether arising out of or relating to this TOS (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between Talent and Narrativ, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this TOS, you and Narrativ are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

14.2 Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND NARRATIV AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND NARRATIV AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY 'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

14.3 Pre-Arbitration Dispute Resolution. Narrativ is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at support@narrativ.ai. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Narrativ should be sent to Narrativ, Inc., 108 Downing Street Apt. 4D, Brooklyn, NY 11238 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Narrativ and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Narrativ may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Narrativ or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Narrativ is entitled.

14.4 Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's (“AAA”) rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page,https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this TOS as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this TOS and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Narrativ and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Narrativ agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

14.5 Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Narrativ or you under the AAA Rules, Narrativ and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Narrativ will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Narrativ will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.

14.6 Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

14.7 Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection 14.2 above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection 14.2 above titled “Prohibition of Class and Representative Actions and Non- Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of this TOS will continue to apply.

14.8 Future Changes to Arbitration Agreement. Notwithstanding any provision in this TOS to the contrary, Narrativ agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) 7 while you are a User, you may reject any such change by sending Narrativ written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted this TOS (or accepted any subsequent changes to this TOS).

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$apos;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.