1.1. These Terms apply when you visit Narrativ.ai without an account, or create a personal Narrativ account to synthesize and license your voice or likeness (as "Talent"). If you use Narrativ to create audio or advertising using likenesses (as an "Advertiser"), our Advertiser Terms apply in lieu of these Talent Terms of Service.

1.2. Our Agreement with you. These Terms of Service (these "Terms") form a contract between you and Narrativ, Inc. ("Narrativ", "we" or "us") governing your visit to the Service or use of the Service as Talent ("you"). In these Terms, we refer to all users of the Service—whether Talent, Advertiser or otherwise—as "Users." The Service collects and processes personal information from Users as described in our Privacy Policy at https://narrativ.ai/privacy-policy.

By accepting these Terms or by accessing or using the Service as a voice narrator for ads or such an individual's representing agency or representative, you acknowledge that you are eligible to use the Service and have read, understood, and agree to be bound by these Terms.

1.3. Eligibility. You must be 18 or older to use the Service. If you enter into these Terms as a legal agent for an individual, or on behalf of a company, business or other legal entity, the term "you" refers both to the individual or entity and to you as a User of the Service and you represent and warrant that you have the authority and all rights necessary (A) to bind that individual or entity and its affiliates to these Terms and (B) to grant the rights set forth herein with respect to each likeness you create. You will, upon our request, provide 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 these Terms. If at any time any of the foregoing ceases to be true, then you (as the agent or representative of the individual or entity) agree that: (A) you will immediately notify us, specifying the nature of your breach, (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 the individual or entity (or successor) determined at our sole discretion, and (D) we have the right to immediately terminate or suspend the Account.

1.4. These Terms don't govern your direct commercial relationships with Advertisers. If you create a voice model and an Advertiser wants to create ads or otherwise use your likeness, the Service facilitates your ability to reach an agreement with the Advertiser quickly. But, to be clear, these Terms do not form an agreement between you and Advertiser, and Narrativ is not and will not be party to any agreement you enter with any Advertiser.

1.5. Updates. Narrativ may change these Terms from time to time by posting a new version and updating the Last Update date above. We will try to notify you if we make material changes, such as by emailing the address you specify in your Account or by posting a notice on the Site, at least fourteen (14) days before the updated version becomes effective. You can review the most current version of these Terms at any time at https://narrativ.ai/terms-and-conditions. These Terms apply as of the Last Update date, and if you use the Service after that date, your use will constitute acceptance of the current Terms. If any change to these Terms is not acceptable to you, your only remedy is stop using the Service and send a cancellation email to support@narrativ.ai.

1.6. Important. If you do not or cannot agree with anything in these Terms, now or in the future, you may not use the Service and must cancel any Account by sending a cancellation email to support@narrativ.ai.

2.1. About the Service. As used in these Terms, the "Service" includes:

(a) the Site;

(b) the custom neural voice models created by Narrativ's technology from Talent voices (the "Voice Models"); and

(c) all software, data, reports, text, images, sounds, video, and content provided by the Service, except any User content, such as Your Materials (collectively, "Our Content").

2.2. Accounts. As part of the registration process, you will identify an administrative username and password for your account ("Account"). You agree to inform us, through your Account or in writing, if you are a member or subject to the rules of any guild, union or other body, such as SAG-AFTRA (any such collective bargaining organization, a "Guild"), which restricts or conditions your ability to make your Voice Model or Your Likeness available to potential Advertisers.

2.3. Profiles. 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 Agreement (as defined below), or otherwise communicate with you.

2.4. Your Materials. In order to create a Voice Model and as use the Service, you may provide voice samples and other content through the Service. You are solely responsible for your name, image, likeness and voice, as you specify or make available through the Service ("Your Likeness"), and 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 (collectively, "Your Materials"). You acknowledge and agree that Your Materials are subject to the following provisions:

• 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.

• You grant Narrativ a non-exclusive, sub-licensable, royalty-free, irrevocable, worldwide right and license to use Your Materials to create Voice Models based on your vocal performance. You hereby waive any and all moral rights and other non-property rights you may have in those of Your Materials you provide to create your Voice Model, the Voice Model itself, and any audio generated using the Voice Model.

• You grant Narrativ a non-exclusive, sub-licensable, royalty-free, irrevocable, worldwide right and license to use, reproduce, license, distribute, modify, adapt, publicly perform, publicly display, and create derivative works of Your Materials to operate, provide, advertise, market and promote the Service and to perform our obligations and exercise our rights under these Terms.

• You agree that Narrativ can, at any time, review and delete any or all of Your Materials submitted to the Service, although Narrativ is not obligated to do so.

Narrativ's exercise of the foregoing rights will remain at all times consistent with any agreement between Narrativ and a third party (like a Guild) that may affect our rights to use Your Likeness.

2.5. Termination. 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 in your Profile or otherwise 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 these Terms. Narrativ reserves the right to modify or discontinue, temporarily or permanently, your access to or use of the Service (or any part thereof). Subject to our Privacy Policy, 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. These Terms will remain enforceable, regardless of the status of your use or Account. Termination of your access or Account will not terminate any Talent-Advertiser Agreement, nor will not limit any of our other rights or remedies under these Terms at law or in equity.

3.1. Advertisers can use the Service to discover and try out samples of Voice Models. 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 applicable license fees.

3.2. Advertisers who wish to create audio ads ("Audio Ads") using your Voice Model, and, to the extent permitted, otherwise use Your Likeness, must reach an agreement with you before they can commercially use any Audio Ads (any, a "Talent-Advertiser Agreement"). Advertisers will propose terms to you through the Service.

You acknowledge and agree that any Talent-Advertiser Agreement is directly between you and such Advertiser, unless a Guild License (defined below) specifies otherwise.

• If you are a member of a Guild, your Talent-Advertiser Agreement may be required to take the form of, or incorporate, a Guild License specific to the use of your voice and/or Your Likeness by the Advertiser.

• If you have specified that you are a member of a Guild, or you and Narrativ have otherwise agreed that a specific form or type of agreement applies to you, your Voice Model or Your Likeness (any such licenses, "Guild Licenses"), Narrativ will support the creation of offers in accordance with the terms of the Guild License.

You acknowledge that Guild Licenses may (i) require you to contract with third parties, in lieu of or in addition to Advertiser, (ii) restrict, limit or condition the use and dissemination of Audio Ads created using your Voice Model, (iii) require payments to be provided through a payroll processor, and/or (iv) be subject to third-party administration and rules, as indicated at the time of your purchase of the Guild License.

Where a Guild License applies to you, Narrativ or an Advertiser, it controls over these Terms to the extent the Guild License and these Terms conflict.

3.3. Except as specified in any Guild License, Narrativ solely facilitates interactions between Advertisers and Talent (including Talent-Advertiser Agreements). Narrativ does not refer or endorse or recommend any particular Advertiser. Except as otherwise specified in these Terms or any Guild License:

• You remain responsible for Your Materials, your relationships and arrangements with Advertisers (including Talent-Advertiser Agreements), your promotion or marketing of Advertiser's Audio Ads or ad campaigns, and all aspects of the transactions between you and Advertisers.

• This includes, for example, communicating with Advertisers and negotiating Talent-Advertiser Agreements through the Service, confirming that the appropriate payments have been received by Talent from Advertiser and your breach of these Terms.

3.4. 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. You acknowledge and agree that Narrativ will not review the content of Audio Ads or any other output of Voice Models. Other than incorporating technology designed to monitor usage of Audio Ads, Narrativ does not monitor or investigate any other potential or actual use or exploitations of your voice or likeness outside of the Service. Many voices share vocal attributes, and audio may be misconstrued or mistaken as incorporating your voice. However, we take copyright infringement seriously. To report potential copyright infringement on our Service or in connection with Audio Ads, please review our Copyright Policy.

4.1. Payments from Advertisers. If a Talent-Advertiser Agreement is in place and you have approved an Audio Ad created by an Advertiser, the Advertiser (or other counterparty, as applicable) is responsible for paying you any amounts owed under the Talent-Advertiser Agreement.

4.2. Payment Providers. NARRATIV DOES NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate your payment from an Advertiser, Narrativ uses third-party payment and payroll providers. In general, we use Stripe, Inc. and its affiliates ("Stripe"); where a Guild License applies or a payroll processor is otherwise required, we will use a payroll provider compliant with the Guild License and any agreement between Narrativ and the Guild (any, a "Payroll Provider").

• Payment processing services provided by Stripe 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").

• Any Payroll Provider terms and conditions will be described in the applicable Talent-Advertiser Agreement or Guild License (collectively with the Stripe Agreements, "Payments Terms"). By agreeing to these Terms, users that use the payment functions of the Service also agree to be bound by the applicable Payments Terms, as the same may be modified by the applicable provider from time to time.

Please contact Stripe or the Payroll Provider for more information. Narrativ assumes no liability or responsibility for verifying any payment information Users provide or effecting any payments through the Service.

4.3. Tax. You shall be responsible for all taxes associated your use of the Service (including such payments) or arising from your payments under Talent-Advertiser Agreements, other than U.S. taxes based on Narrativ's net income. Where a Guild License applies, the applicable payroll provider's payments are intended to reflect any applicable tax deductions, as determined by you and the payroll provider.

5.1. Subject to your ongoing compliance with these Terms, you may access and use the Service only for the purposes described herein. 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 these Terms, (f) copy, store or otherwise access any information contained on the Site for purposes not expressly permitted by these Terms, (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.

5.2. 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 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. Any new features added to or augmenting the Service are also subject to these Terms.

5.3. 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 these Terms.

5.4. 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.

5.5. You hereby grant Narrativ the right, during and after the term of these Terms, 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.

5.6. 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.

5.7. 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. Although Narrativ uses commercially reasonable efforts to safeguard Voice Models and all other content that contains Your Materials or reflects Your Likeness that the Service maintains, the Service is neither a backup solution nor can it ever be 100% secure. Narrativ will have no liability to you under these Terms for any unauthorized access or use of any of Your Materials, or any corruption, deletion, destruction or loss of any of Your Materials.

5.8. 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.

5.9. 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.

You represent and warrant to Narrativ that (i) you have full power and authority to enter into these Terms; (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.

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 THESE TERMS.

8.1. 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 THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

8.2. 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 these Terms, 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.

10.1. 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 for your interactions or Advertisers' payment obligations. By using the Service, you agree that any legal remedy or liability that you seek to redress actions or omissions of other Users (including Advertisers) or third parties will be limited to an individual claim against each such User or third party, 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).

You agree to resolve disputes with Narrativ through binding arbitration, except as described in this Section 11 ("Arbitration Clause"). The parties expressly waive the right to bring or participate in any kind of class, collective, or mass action, private attorney general action, or any other representative action. You may opt-out of this Arbitration Clause under Section 11.11 within thirty (30) days of first accepting these Terms.

11.1. Covered Disputes. You and Narrativ agree that any dispute or claim between you and Narrativ arising out of or relating to this Agreement or the Services (a "Dispute") will be resolved by binding arbitration, rather than in court. A Dispute includes any claim or dispute relating to the Services, access and use of the Services, your Account, or any aspects of your relationship or transactions with Narrativ. A Dispute also includes any claims or disputes that arose from or involve facts that occurred before the effectiveness of this Agreement and claims that may arise after its termination. For clarity, nothing in this Arbitration Clause prevents either party from settling any Dispute(s) on a class-wide, batch-wide or other multiparty basis.

11.2. Exceptions to Arbitration. This Arbitration Clause does not require arbitration of the following types of claims brought by either you or Narrativ:

(a) small claims court actions, if the requirements of the court are met and the claims are only on an individual basis; and

(b) claims pertaining to your individual intellectual property rights, or Narrativ's, including trademarks, trade dress, domain names, trade secrets, copyrights and patents.

11.3. Informal Dispute Resolution First. Like you, we want to resolve Disputes without resorting to arbitration. If you have a Dispute with us, before initiating arbitration, you agree to send an individualized request ("Pre-Arbitration Demand") to dispute@narrativ.ai so that we can work together to resolve the Dispute. Likewise, if Narrativ has a Dispute with you, Narrativ will send an email with its individualized Pre-Arbitration Demand, including the requirements listed above, to the email address associated with your Account.

This Section 11.3 is a condition precedent to commencing arbitration. The arbitrator will dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures.

(a) A Pre-Arbitration Demand is only valid when it pertains to, and is on behalf of, a single individual. A Pre-Arbitration Demand brought on behalf of multiple individuals is invalid as to all.

(b) The Pre-Arbitration Demand must include: (i) your name, telephone number, mailing address, and email address associated with your account; (ii) the name, telephone number, mailing address and email address of your counsel, if any; (iii) a description of your Dispute; and (iv) your signature.

(c) If the Dispute is not resolved within sixty (60) calendar days of when either you or Narrativ submitted a Pre-Arbitration Demand, an arbitration can be brought.

(d) This Section 11.3 does not apply to claims brought under the exception to arbitration in Section 11.2.

11.4. Arbitration Procedure. If, after completing the informal process in Section 11.3, either you or Narrativ wishes to initiate arbitration, the initiating party must serve the other party with a demand for arbitration. Any demand for arbitration by you will be sent to the Narrativ address in Section 11.3. Narrativ will send any arbitration demand to the email address associated with your Account or to your counsel, if any. You and Narrativ agree that the Federal Arbitration Act ("FAA") governs this Arbitration Clause. If the FAA cannot apply, then the state laws governing arbitration procedures where you reside apply.

(a) The arbitration will be administered by National Arbitration and Mediation ("NAM") under its operative:

(i) Comprehensive Dispute Resolution Rules and Procedures, and

(ii) where applicable, its Mass Filing Supplemental Dispute Resolution Rules and Procedures, in each case as available at https://www.namadr.com/resources/rules-fees-forms.

This Arbitration Clause will govern to the extent it conflicts with the arbitration provider's rules.

(b) If the applicable arbitration provider is not available to arbitrate, the parties will select an alternative arbitration provider. If the parties cannot agree on an appropriate alternative arbitration provider, the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. § 5. To the extent there is a dispute over which arbitration provider has jurisdiction, a NAM arbitrator will be appointed to resolve that dispute.

(c) Arbitration hearings will take place through videoconferencing, unless you and Narrativ agree upon another location in writing. A single arbitrator will be appointed.

(d) The arbitrator may award damages, declaratory or injunctive relief, and recoverable costs. Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction over the dispute. An arbitration award will have no preclusive effect in another arbitration or court proceeding involving Narrativ and a different individual. The arbitrator will have the exclusive authority to resolve all threshold arbitrability issues, including whether this Arbitration Clause is applicable, unconscionable, or enforceable, as well as any defenses to arbitration. However, a court has exclusive authority to rule on the Class Action Waiver in Section 11.6, including any claim that the section is unenforceable, illegal, void or voidable, or that it has been breached.

(e) If a request to proceed in small claims court (see Section 11.3(a)), is made after an arbitration has been initiated, but before an arbitrator has been appointed, such arbitration will be administratively closed. Any controversy over the small claims court's jurisdiction will be determined by the small claims court.

11.5. Jury Trial Waiver. You and Narrativ agree to waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and Narrativ are instead electing that all Disputes will be resolved by arbitration under this Arbitration Clause, except as specified in Section 11.2 above. Court review of an arbitration award is subject to very limited review. Discovery may be limited in arbitration, and procedures are more streamlined than in court.

11.6. Class Action Waiver. You and Narrativ agree that, except as specified in Section 11.7 below, each of us may bring claims against the other only on an individual basis and not on a class, collective, representative, or mass action basis.

(a) The parties agree to waive all rights to have any Dispute be brought, heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis.

(b) Subject to this Arbitration Clause, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief to the party's individual claim.

(c) Notwithstanding anything to the contrary in this Arbitration Clause, if a court decides, in a final nonappealable decision, that the limitations of this Section 11.6 are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Narrativ agree that that particular claim or request for relief (and only that particular claim or request for relief) will be severed from the arbitration and will be pursued in the courts specified in Section Error! Reference source not found..

11.7. Batch Process. To increase the efficiency of administration and resolution of arbitrations, you and Narrativ agree that if 25 or more arbitration demands of a substantially similar nature, are filed within a one hundred and eighty (180) day period ("Mass Filing"):

(a) to administer the Mass Filing in batches of 25 demands per batch (or less, if fewer than 25 remain) ("Batches"), with only one Batch filed, processed, and adjudicated at a time;

(b) to designate one arbitrator for each Batch;

(c) to accept applicable fees, including any related fee reduction determined by NAM in its discretion;

(d) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior Batch is filed, processed, and adjudicated;

(e) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Narrativ and the claimants, will only be due after your demand for arbitration is included in a Batch that is properly designated for filing, processing, and adjudication; and

(f) that the Batch process will continue until each demand (including your demand) is adjudicated or otherwise resolved.

(g) Any statutes of limitation, including the requirement to file within one (1) year in Section 11.10 below, will remain tolled while any arbitration demands are held in abeyance. While the Batches are adjudicated, no other demand for arbitration that is part of the Mass Filing may be processed, administrated, or adjudicated, and no filing or other administrative costs for such a demand for arbitration will be due from either party to the arbitration provider.

(i) If, contrary to this provision, a party prematurely files an arbitration demand, the parties agree that the arbitration provider must hold those demands in abeyance.

(h) Substantially similar nature. All parties agree that arbitration demands are of a "substantially similar nature" if they relate to the same event or factual scenario, raise the same or similar legal issues and seek similar relief.

(i) Mass Filing Administration. Any party may request that the arbitration provider appoint a sole standing administrative arbitrator ("Administrative Arbitrator") to determine threshold questions such as (1) whether the Batch process is applicable or enforceable, (2) whether particular demand(s) are part of a Mass Filing, and (3) whether demands within a Mass Filing were filed in accordance with this Arbitration Clause, including Section 11.3.

(i) To expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may provide and use any procedures necessary to resolve the dispute promptly. Narrativ will pay the Administrative Arbitrator's costs.

(ii) The parties will work in good faith with the arbitrator to complete each Batch within one hundred and twenty (120) calendar days of its initial pre-hearing conference. The parties agree that the Batch process is designed to achieve an overall faster, more efficient, and less costly mechanism for resolving Mass Filings.

(j) This Batch Process provision will in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM's Mass Filing Supplemental Dispute Resolution Rules and Procedures, or authorizing class arbitration of any kind. Unless Narrativ otherwise consents in writing, Narrativ does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Section 11.7.

11.8. Settlement. At least ten (10) calendar days before the date set for the arbitration hearing, you or Narrativ may serve a written offer of judgment upon the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance will be submitted to the arbitration provider, who will enter judgment accordingly. If the offer is not accepted before the earlier of the arbitration hearing or thirty (30) calendar days after it is made, it will be deemed withdrawn, and cannot serve as evidence in the arbitration. If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party will not recover their post-offer costs and will pay the offering party's costs from the time of the offer.

The parties agree that any disputes with respect to settlement offer(s) or offer(s) of judgment in a Mass Filing are to be resolved by a single arbitrator to the extent such offers contain the same material terms. For arbitrations involving represented parties, the represented parties' attorneys agree to communicate individual offer(s) of judgment to each and every arbitration claimant or respondent to whom such offers are extended.

11.9. Arbitration Costs. Except as provided for in a Mass Filing under Section 11.7, your responsibility to pay any filing, administrative, and arbitrator costs will be solely as set forth in the applicable arbitration provider's rules.

11.10. 18-Month Filing Deadline. To the extent permitted by applicable Law, and notwithstanding any other statute of limitations, any claim or cause of action under this Arbitration Clause (with the exception of disputes under Section 11.2(b)) must be filed within eighteen (18) months after such claim or cause of action arose. Otherwise, that claim or cause of action will be permanently barred. The statute of limitations and any arbitration cost deadlines remain tolled during the required informal process under Section 11.3 above.

11.11. Opt-Out. You may reject this Arbitration Clause and opt out of arbitration by sending an email to opt-out@narrativ.ai within thirty (30) calendar days of first accepting these Terms. If you have an Account, your opt-out notice must be sent from the email address associated with your Account. No one may opt-out another person. Your notice to opt-out must include your first and last name, address, the email address associated with your Account (if you have an Account), and a clear statement that you decline this Arbitration Clause.

11.12. Severability. Except as provided in Section 11.6 above, if any provision of this Arbitration Clause is found to be illegal or unenforceable, then that provision will be severed. The remaining provisions will still apply and will be interpreted to achieve the closest possible intent to the original intent of this section, inclusive of the severed provision.

These Terms 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.

13.1. U.S. Government Matters. 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 these Terms and will be prohibited except to the extent expressly permitted by the terms of these Terms.

13.2. Assignment. You may not assign these Terms without the prior written consent of Narrativ, but Narrativ may assign or transfer these Terms, 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, these Terms will be binding on the parties and their successors and assigns.

13.3. Miscellaneous. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. Both parties agree that these Terms 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 these Terms, 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 these Terms 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 these Terms, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under these Terms 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. The failure of Narrativ to exercise or enforce any right or provision of these Terms shall not be a waiver of that right.

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