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Storytime App, Inc. Terms of Service PLEASE READ THESE TERMS OF SERVICE CAREFULLY. By registering for a Brand account or otherwise using the Storytime Platform as a Brand, you agree to be bound by these Terms of Service (“Terms”). These Terms constitute a legal agreement between Storytime App, Inc. (“Storytime,” “we,” or “us”) and you, the Brand using our Platform. If you are using the Platform on behalf of a company or organization, you represent that you have the authority to bind that entity, and “you” and “Brand” as used in these Terms will refer to that entity. If you do not agree to these Terms, you must not use the Platform. 1. Overview of the Storytime Platform 1.1. Description of Services: Storytime operates an influencer marketing automation marketplace (“Platform”) that connects brands with social media influencers. Our Platform is primarily used by local businesses (restaurants, fitness studios, gyms, wellness services, etc.) to post promotional offers or experiences for influencers. Influencers on the Platform can browse and accept these offers, redeem them in person at the Brand’s location (or online, as applicable), and in return, typically post content about their experience with the Brand on their social media channels. Storytime provides tools to automate and streamline this process – including offer listing, influencer matching, voucher distribution, and analytics to track engagement. 1.2. Storytime’s Role: Storytime’s role is as a facilitator and technology provider. We are not a talent agency or an advertising agency; we do not directly employ influencers or act as an agent for either party. The Platform allows Brands to extend invitations or offers to independent influencers, and allows influencers to accept and redeem those offers. Any content that influencers create (such as social media posts, reviews, or endorsements) are owned and created by those influencers, not by Storytime. Storytime does not dictate or guarantee the content of any influencer’s post – our system only automates the logistics of the collaboration. Brands and influencers are independent parties, and there is no employment, joint venture, or partnership relationship between Storytime and either Brands or influencers by virtue of these Terms or use of the Platform. 1.3. Platform Access: To use the Platform, you must create a Brand account and agree to these Terms and our Privacy Policy. You are responsible for maintaining the confidentiality of your account login credentials and for all activities that occur under your account. You agree to use reasonable efforts to prevent any unauthorized access to or use of your account. You must notify Storytime immediately at [email protected] if you suspect any unauthorized use of your account or any other breach of security. We reserve the right to suspend or disable any account with suspicious activity to protect the Platform and other users. 1.4. Eligibility: The Platform is intended for use by legitimate business entities (such as restaurants, cafes, retail stores, etc.) primarily for commercial marketing purposes. By using the Platform, you represent and warrant that: (a) you are a bona fide business (or an authorized representative of a business) looking to engage in influencer marketing; (b) you have the legal capacity to enter into these Terms and, if you are an individual representing a company, you are at least 18 years of age; and (c) all registration information you submit is truthful and accurate. You agree to keep your account information up-to-date. Storytime may reject or terminate accounts that are discovered to be ineligible or based on false information. 2. Posting Offers and The Voucher System 2.1. Creating Offers: As a Brand, you will have the ability to create promotional “offers” or campaigns on the Platform. An offer describes what you are providing to an influencer (for example, a free meal for two at your restaurant, a complimentary product or service, or a special discount) and what the general expectations are (for instance, that the influencer will visit and if satisfied, share their experience on social media). You are solely responsible for the content of your offers, including ensuring that any descriptions, terms, and conditions of the offer are clear, accurate, and comply with all applicable laws and regulations. You should only promise what you genuinely intend to fulfill. Storytime does not review or verify the specifics of each offer for accuracy or legality, so please craft your offers carefully. 2.2. Voucher Issuance: When an influencer accepts your offer through the Platform, Storytime will generate a voucher or similar redemption mechanism that the influencer can use to claim the promised item or service from your Brand. These vouchers serve as proof that the influencer’s visit or purchase is authorized under your offer. Storytime’s voucher system may include (but is not limited to) the following methods for redemption: - QR Codes: A unique QR code that the influencer can present at your point of sale or to your staff. The code, when scanned or entered into our system, will confirm the validity of the offer and mark it as redeemed. - Digital Gift Cards or Codes: A digital gift card number or alphanumeric code loaded with the agreed value of the offer (for example, a gift card with a set value equivalent to the meal offered). The influencer can present or input this code as payment. This method may integrate with your existing gift card or POS system, if applicable. - Secure Digital Screens: An in-app redemption screen on the influencer’s device that features a secure validation (such as an animated or one-time-use token, timestamp, or QR pattern) that is difficult to forge or screenshot. Your staff might be required to observe or interact with this screen (for example, pressing a “redeem” button on the influencer’s device which then displays a checkmark or confirmation code) to complete the redemption. Storytime’s voucher system includes built-in validation features to ensure that vouchers cannot be used more than once or reused improperly. When a voucher is redeemed, the Platform will record the time and details of redemption and make that information available to you through your Brand dashboard (e.g., which influencer redeemed, and when). 2.3. Brand’s Responsibility for Redemption: You, the Brand, are fully responsible for honoring the offers you make and for properly redeeming vouchers presented by influencers. This means you must ensure that your front-line staff (servers, cashiers, managers, hosts, etc.) are properly trained and informed about the Storytime vouchers and how to handle them. Prior to launching offers on Storytime, you should: - Inform all relevant employees that your business is participating in an influencer program and that influencers may present Storytime vouchers (via QR code, digital code, or the app screen) for a free or discounted item. - Provide staff with instructions on how to verify the vouchers. For example, ensure they have access to a scanner for QR codes or know how to visually validate the in-app screen (which might include checking that the date/time stamp is current and pressing the confirm button if required). If using gift codes, ensure your POS system can accept the code or that a manager can manually comp the item according to the offer. - Emphasize to staff that these vouchers are legitimate forms of payment for the specified items/services, and should be treated respectfully like a regular customer’s coupon or gift certificate. The staff should not quiz or challenge the influencer beyond standard procedure, nor request the influencer to do anything extra on the spot to “earn” the offer (the offer’s terms as listed in the app are all that is required). - Create an internal process to handle any issues – for instance, if a voucher isn’t scanning properly, have a supervisor or manager available who can quickly look up the voucher code in the Storytime Brand dashboard or contact Storytime support if needed, so the influencer’s experience is not unduly affected. By accepting these Terms, you acknowledge that failure to train or inform your staff adequately is a Brand responsibility. Storytime is not liable for instances where an influencer’s voucher is refused or mishandled by your employees due to lack of awareness or training. Keep in mind that such incidents can reflect poorly on your Brand and may deter influencers from working with you, and (as discussed later) repeated redemption failures or complaints can lead to Storytime intervening in your account status. 2.4. Redemption Window and Limits: Each offer you create may have specific limitations such as amounts, product categories, valid locations, etc. It is your responsibility to set those parameters in the Platform when creating the offer. Influencers will only be able to redeem vouchers within those set parameters. You should honor any valid redemption that falls within the terms you set. If an influencer attempts to redeem outside of allowed terms (for example, at the wrong location), the Platform will generally prevent the redemption, but if for some reason a late redemption comes up, you may use your discretion or direct the influencer to Storytime support. We encourage flexibility and courtesy but ultimately, you are only obligated to honor redemptions that meet the terms you published. 3. Influencer Participation and No-Post Policy 3.1. Influencer’s Discretion to Post: Storytime’s Platform is built on genuine and mutually beneficial collaborations between Brands and influencers. While the expectation in accepting an offer is that the influencer will share their experience with their audience, Storytime will never force an influencer to post content if they had a bad experience or if they are genuinely uncomfortable endorsing a Brand. We understand that authenticity is crucial in influencer marketing; if an influencer feels they cannot honestly recommend your business due to a negative experience (for example, poor service, product quality issues, or any other discomforting situation during redemption), they are not obligated by Storytime to create a post at all. Influencers are encouraged (but not required) to give private feedback through the Platforms reporting mechanism to explain why they chose not to post, so that Brands can learn and improve. 3.2. Platform-Wide No-Post Rate: Storytime actively monitors the overall success of campaigns and tracks instances where an influencer redeems an offer but does not make a corresponding social media post. We maintain a very low “no-post” rate across the Platform — currently around 3%. This means that in approximately 97% of redemptions, influencers do share a post about the Brand. A 3% no-post rate indicates that such occurrences are rare and exceptional. By providing this statistic, we aim to reassure Brands that while no system can guarantee a 100% posting rate (because we value influencer honesty and comfort), the vast majority of collaborations result in the intended promotional content. Storytime works hard to foster a community of reliable influencers and to set clear expectations that influencers should only claim offers they genuinely intend to promote, barring an unforeseen issue. 3.3. No Guarantees of Positive Content: Although most influencers will post content if they redeem an offer, Storytime does not guarantee that the content will be positive or to your liking. We do discourage influencers from posting negative reviews publicly as part of this program (and an influencer who repeatedly has bad experiences may be coached or removed from the Platform). Typically, if an experience is negative, the influencer’s recourse on our Platform is to not post at all and provide private feedback. However, we cannot legally or ethically prevent an influencer from sharing their truthful opinion. By using Storytime, you acknowledge that there is an inherent risk in engaging with influencers — just as with any customer, if their experience is poor, they might share that sentiment publicly. Storytime’s no-post policy exists to mitigate this risk (opting for silence over negativity), but it is not a 100% shield. We strongly encourage Brands to deliver a great experience to every influencer (as you should with all customers) to ensure positive outcomes. 3.4. No Compensation for No-Posts: In the event an influencer redeems your offer and does not post any content, Storytime will not provide any refund, credit, or compensation to the Brand for the value of the redeemed offer. The free or discounted product/service you provided to the influencer is considered a marketing expense and part of the collaboration process. The Platform’s statistics (keeping the no-post rate low) and our vetting of influencers help ensure this is a worthwhile investment. If you have concerns about an instance of no-post — for example, if you believe the influencer took advantage of the offer with no intention to post — please report it to us. We will review the situation and, if we find that an influencer is abusing the system, we will take appropriate action on the influencer’s account (including warnings or removal from the Platform). While this won’t reverse the individual incident, it helps maintain the integrity of the community going forward. 4. Brand Conduct and Responsibilities By using Storytime’s Platform, you agree to uphold certain standards of conduct and meet specific responsibilities, including but not limited to the following: Honesty and Good Faith: You agree to act in good faith in all interactions on the Platform. This means you will provide truthful information about your business and offers, honor the commitments you make to influencers, and not engage in deceptive or fraudulent behavior. Do not list fake offers or try to lure influencers under false pretenses; such actions can result in immediate termination of your account. Compliance with Laws and Regulations: You are responsible for ensuring that your marketing campaigns and interactions with influencers comply with all applicable laws, regulations, and industry guidelines. This includes compliance with the Federal Trade Commission (FTC) guidelines on endorsements and testimonials. While Storytime may provide general guidance or tools (like reminder prompts to influencers to disclose), it is ultimately the Brand’s responsibility to ensure that campaigns are compliant with FTC rules and any other advertising standards. Additionally, you must ensure you have any necessary permits or licenses for promotional activities (for instance, if you give away alcohol as part of an offer, verify that complies with local liquor laws). Content and Intellectual Property: Any images, logos, or descriptive text you upload to the Platform for your Brand profile or offers should be content that you own or have permission to use. You grant Storytime a license to use this content on the Platform for the purpose of displaying your offers and promoting the Platform’s marketplace. Do not upload anything that infringes someone else’s intellectual property or publicity rights. If you include specific campaign hashtags or request influencers to use certain language, make sure it’s not violating any third-party rights or platform policies (e.g., some social platforms have rules for promotions). You are also responsible for obtaining any rights or permissions to reuse content that influencers create. If you plan to repost or use an influencer’s photos or videos in your own marketing materials, you must get permission from that influencer (usually, influencers will grant usage rights if asked, but it should be a clear, separate agreement between you and the influencer). Storytime does not automatically grant Brands rights to an influencer’s content beyond what is shared on the social platform. Respectful Interaction: Treat all influencers (and any Storytime staff you interact with) professionally and respectfully. Harassment, discrimination, hate speech, or inappropriate behavior is strictly prohibited. If you invite an influencer to your premises, ensure they are treated as any valued customer would be. Do not pressure an influencer to do more than what the offer entailed, and do not attempt to influence the content of their post beyond providing a great experience (for example, it’s fine to mention “We’d love if you share a photo of our new dish,” but not okay to dictate a positive review or specific language). Platform Integrity: You agree not to misuse the Platform or attempt to circumvent its intended operation. This means you won’t try to negotiate side deals with influencers off-platform to avoid fees or tracking, you won’t create multiple Brand accounts to game the system, and you won’t misuse any provided influencer data. Also, you must not use the Platform to engage in any illegal or unauthorized purpose (for example, do not use it to promote illicit products or services, and do not use it to spam or send unsolicited commercial messages unrelated to genuine influencer collaborations). Staff Training (Operational Responsibility): As covered in Section 2.3, you will train and inform your staff about the influencer program and voucher redemption process. You’ll ensure that redemptions go smoothly from the operational side. If you foresee any difficulties in redemption (like a technical issue with scanning QR codes), you will proactively address them (perhaps by testing the voucher process yourself or contacting Storytime support for guidance) before running large campaigns. Account Security and Use: You will keep your login credentials secure and only allow authorized personnel from your organization to access your Brand account. If you have multiple team members managing campaigns, you are responsible for their actions on the account. You should create sub-accounts or use permission features if available rather than sharing one login, to maintain accountability. If you lose control of your account or suspect it’s compromised, notify us immediately. Fees and Payments: You agree to pay all applicable fees for the use of the Platform, including subscription fees or any other charges outlined to you when you signed up or as you use certain features. Storytime will charge your provided payment method (via Stripe) for these fees. You are responsible for maintaining a valid payment method on file. If your payment method fails or your account is past due, Storytime reserves the right to suspend your account until payment is resolved. All fees are typically non-refundable except at Storytime’s discretion or as required by law. (For instance, if you believe there’s been a billing mistake, contact us and we’ll investigate.) By fulfilling these responsibilities, you help maintain a trustworthy and effective marketplace for both Brands and influencers. If you violate any of the above obligations, Storytime may take action including warnings, suspension, or termination of your account (described further in Section 7 and 9 below). We prefer to work with our Brand partners collaboratively, so if you are ever unsure about any requirement or best practice, please reach out to us for clarification or support. 5. Quality Assurance and Platform Standards Storytime is dedicated to ensuring a positive experience for both Brands and influencers. To maintain the quality and integrity of the Platform, we actively monitor various metrics and feedback mechanisms. Two key metrics we watch for each Brand are the “influencer report rate” and the “voucher redemption error rate.” It’s important for you to understand what these are and the thresholds we expect: Influencer Report Rate: This refers to the frequency of negative reports or complaints we receive from influencers regarding their experience with your Brand. An influencer might file a report through the Platform if, for example, your staff refused to honor a voucher, if they encountered inappropriate behavior, or if the actual experience was significantly not as described in the offer (bait-and-switch scenarios). Redemption Error Rate: This refers to the frequency of issues encountered during voucher redemption. For example, an error could be a technical problem (voucher code didn’t work) or human problem (staff didn’t know about the program, causing a delay or refusal). Essentially, it captures how often the redemption process fails or runs into trouble for influencers at your location. Storytime compares each Brand’s report and error rates to platform-wide averages to identify outliers. We define a baseline “average” for these rates by looking at all Brands on the Platform over a period of time. Most Brands have very low complaint and error rates (since the majority of redemptions happen without incident). 5.1. Excessive Incident Threshold: If your Brand’s influencer report rate or redemption error rate is significantly higher than normal, it raises a red flag. Specifically, if your rate exceeds 15% of your total influencer transactions, or is more than three times the Platform-wide average rate (whichever threshold is met first), Storytime may consider this excessive. For example: If the average redemption error rate on the Platform is 5% (i.e., 1 in 20 redemptions has an issue across all brands), three times that average would be 15%. In this case, if your Brand had a redemption error in 30% of your redemptions (which is 6 times the average and obviously above the 15% absolute threshold too), that would be a serious concern. Conversely, if the platform-wide average is extremely low, say 2%, then three times that is 6%. We’ve also set an absolute threshold of 15% to allow some leeway. So if your Brand had an 8% error rate, that’s 4 times the average of 2% and above 6%, but still below the absolute 15% threshold. In such a case, we’d likely still reach out to discuss the issues, even if we might not immediately categorize it as “exceeding 15%”. The rule of thumb is any sustained rate above 15% or multiples of the norm signals a problem that needs addressing. 5.2. Remedial Process and Notice: If your metrics surpass the thresholds described, Storytime will typically take the following steps: Notification: We will reach out to you in writing (usually via the email on your account or via an in-app notification) to alert you of the high report/error rates. This notice will outline the nature of the complaints or errors we’re seeing and may provide examples (while respecting any privacy concerns). We’ll ask for your feedback or explanation as to why these issues are occurring. Collaboration on Solution: In many cases, our first step is to work with you to improve the situation. For instance, if the issue is staff not recognizing vouchers, the solution might be additional training or clearer communication from management. If the issue is influencers reporting that an offer was misrepresented, we might suggest edits to your offer description to set proper expectations, or recommend that you only allow a certain number of redemptions at once to avoid overloading your staff. We understand that sometimes high rates can be a temporary fluke (e.g., a single event that caused multiple influencers to have an issue in a short time frame) and can be fixed. Monitoring Period: After notifying you, we may monitor your account closely for a short period (e.g., the next month or the next set of campaigns) to see if improvements occur. We might temporarily pause new influencers from claiming offers during this time, especially if the issues could lead to more bad experiences, but ideally, we keep your current campaigns running while fixes are implemented. Pausing or Deactivation: If the problems persist or are very severe from the outset, Storytime reserves the right to pause or deactivate your Brand’s account. “Pausing” could mean that your existing offers are temporarily hidden or suspended, and new influencers cannot accept them, until the issues are resolved. “Deactivation” means a full removal of your access to the Platform and termination of our relationship, as described in Section 9 (Termination). We consider deactivation a last resort, typically used if a Brand is unresponsive to our notices, unwilling or unable to fix the problems, or if the issues have caused substantial harm to influencers or the Platform’s reputation. In any case of pause or deactivation for quality issues, we will provide written notice to you. The notice will typically be via email and will outline the reason for the pause/deactivation, the data or reports supporting our decision, and any steps towards reactivation if we deem it possible. For example, the notice might say: “We are pausing your account as of [Date] because your redemption error rate over the last 3 campaigns was 25%, which is five times the platform average. Please confirm that you have retrained your staff and fixed the POS issue we discussed. Once confirmed, we will allow you to resume posting offers. If we do not hear back or see improvement within [X] days, we may proceed to deactivate your account.” 5.3. Right to Appeal: We strive to be fair and understand there can be misunderstandings or extenuating circumstances. If you receive a notice of pause or intended deactivation and you believe we have mistaken information or you have resolved the issues, please respond to us in writing promptly. We will review any additional information you provide, and if appropriate, we may reconsider or adjust our decision. However, Storytime’s determination on these matters is final in order to protect the overall community experience. 6. Fees, Subscription, and Payment Terms 6.1. Subscription Model: Storytime’s Platform for Brands typically operates on a subscription model (monthly or yearly) or another fee structure as agreed when you signed up. By creating a Brand account and choosing a plan, you agree to pay the subscription fees and any other applicable charges (such as premium feature fees or transaction fees if any) as presented to you. All fees will be clearly communicated, either on our website, in the app, or in a service order form. Prices are in U.S. Dollars (unless otherwise stated) and are exclusive of any taxes (if applicable). You are responsible for any sales, use, or similar taxes required by your jurisdiction (excluding taxes on Storytime’s income). 6.2. Payment Processing: As explained in our Privacy Policy, payments are processed through Stripe. By entering your payment information, you authorize Storytime (and Stripe on our behalf) to charge your card or account for the initial subscription term and recurring renewals until you cancel. For monthly subscriptions, you will be billed each month on a recurring basis. For annual subscriptions, you will be billed the full annual fee upfront, and then on each anniversary unless canceled. If any payment is not successfully settled (due to expiration, insufficient funds, or otherwise), and you do not update your payment information or cancel your account, we may suspend your access to the Platform until the billing issue is resolved. You agree to provide current, complete, and accurate billing information and to promptly update any changes (such as a change in billing address, credit card number, or expiration date). 6.3. Refunds: Subscription fees (and any other fees) are generally non-refundable. For example, if you cancel in the middle of a monthly period, you will not typically receive a refund for the remainder of that period (you will, however, retain access until the end of the paid period). Similarly, no refunds are given for partial use of the service. In certain cases, Storytime may consider a refund or credit at our discretion (for instance, if a significant downtime or issue on our end negatively impacted your campaigns), but this is an exception rather than the norm. If you believe special circumstances warrant a refund, you may contact us and we will review the request in good faith. 6.4. Changes in Fees: Storytime may change the subscription fees or introduce new charges with at least 30 days’ notice to you. We will notify you of any fee change via email or prominent notice within the Platform. If you do not agree to the revised fees, you may cancel your subscription before the new fees take effect. Continuing to use the Platform after the price change constitutes your agreement to pay the new amount. 7. Limitation of Liability 7.1. Platform As-Is: Storytime provides the Platform and services on an “as is” and “as available” basis. While we strive to offer the best possible service, we do not make any guarantees that the Platform will be uninterrupted, error-free, or will meet all of your specific requirements or expectations. To the fullest extent permitted by law, Storytime disclaims all warranties, express or implied, regarding the service, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. For example, we do not guarantee that your use of the Platform will result in any particular outcome or return on investment for your business, or that you will find a set number of influencers, or achieve a certain level of social media exposure. 7.2. No Liability for Influencer Actions: Storytime is not responsible for the behavior, statements, or actions of any influencer or other third party outside of our control. This means we are not liable if an influencer fails to fulfill their side of an arrangement (such as not posting content) or if they post content that you find unsatisfactory, objectionable, or harmful. While we provide guidelines and will intervene (such as removing an influencer from the platform) if we find someone is acting in bad faith, any direct dispute or issue between a Brand and an influencer (for example, an influencer’s conduct at your venue or the content of their review) is ultimately between you and the influencer. Storytime may, at our discretion, try to mediate or assist, but we are not obligated to do so and we bear no liability stemming from such situations. 7.3. Limitation on Types of Damages: To the maximum extent permitted by law, in no event will Storytime (or its officers, directors, employees, or agents) be liable to you for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to the Terms or your use of the Platform. This includes, without limitation, damages for loss of profits, goodwill, data, opportunities, or other intangible losses, even if we have been advised of the possibility of such damages. For example, we will not be liable for any economic loss resulting from an influencer’s negative or lack of review, any downtime of the Platform that might affect a campaign, or any damage to your business reputation allegedly caused by something related to our service or an influencer interaction. 7.4. Cap on Liability Amount: Storytime’s total aggregate liability for any and all claims arising from or related to the service or these Terms will be limited to no more than the amount of fees you paid to Storytime in the one (1) month immediately prior to the event giving rise to the claim (or, if greater, your monthly subscription amount). In other words, if you are on a monthly subscription plan, our liability to you will not exceed that single month’s subscription fee. If you are on an annual plan, we would divide that annual fee by 12 and use that as the equivalent monthly amount. This cap is a cumulative limit — it applies to all claims and causes of action, regardless of whether in contract, tort, statute, or any other legal theory. 7.5. Exceptions: Some jurisdictions do not allow certain liability limitations or exclusions in contracts with consumers (for example, some places do not allow the exclusion of implied warranties or limitation of liability for gross negligence or willful misconduct). If you are such a consumer, some of the above limitations may not apply to you. However, these Terms are intended for business users (Brands), and to the extent permitted by law, the limitations and exclusions herein will apply. Nothing in these Terms is intended to exclude or restrict liability that cannot be limited by law, such as liability for death or personal injury caused by gross negligence, or liability for fraud. 8. Indemnification You agree to indemnify, defend, and hold harmless Storytime App, Inc. and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, liabilities, losses, damages, obligations, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Platform (including any content you submit, offers you create, or activities you engage in through the Platform); (b) your breach or violation of any term of these Terms or any applicable law or regulation; (c) your violation of any rights of a third party, including without limitation any intellectual property, confidentiality, or privacy rights; or (d) any claim that Storytime is an employer or joint employer of any influencer (you acknowledge that influencers engage with you voluntarily and are not considered your employees or contractors either, and certainly are not Storytime’s employees). This indemnification obligation means that if a third party (for example, an influencer, a customer, a government agency, or anyone else) makes a claim against Storytime because of something you did (or failed to do) in violation of these Terms or the law, you will cover the costs and damages for Storytime. For instance, if an influencer were to sue Storytime alleging that your Brand’s offer was misleading and caused them some harm, or if a government body fines Storytime because your campaign did not adhere to advertising laws, you would be responsible for those costs. We will notify you of any such claim and, at our discretion, allow you to control the defense of that claim – provided you use counsel reasonably acceptable to us and you treat the defense with due diligence. We reserve the right to participate in the defense with counsel of our own choosing at our expense, and you may not settle any claim in a manner that admits fault on the part of Storytime or imposes obligations on Storytime without our prior written consent. 9. Term and Termination 9.1. Term: These Terms are effective on the date you first accept them (for example, by clicking “I Agree” or by using the Platform as a registered Brand) and will remain in effect until terminated by either you or Storytime as described below. 9.2. Termination by Storytime: Storytime values its Brand partners but reserves the right to terminate or suspend the partnership or your account at any time, for any reason, with 30 days’ written notice. This is a termination for convenience, meaning even if you are in good standing, we might choose to discontinue our relationship (for instance, if we decide to discontinue the Platform or the service in your area, or pivot our business model). We will provide notice via the email associated with your account or another written method. After the 30-day notice period, your account will be closed and you will no longer have access to the Platform. We may also offer a pro-rated refund of any prepaid subscription fees covering the period after termination (if applicable), unless the termination is for cause as described next. Additionally, Storytime may terminate or suspend your account immediately, without prior notice, if we determine that you have breached these Terms or have engaged in misconduct that violates the spirit of the Platform. Breach or cause for immediate termination may include things such as: fraud, illegal activity, willful misuse of the Platform (like trying to hack it or scrape data), serious or repeated failure to honor vouchers, harassment of influencers, or any action that causes harm to other users or to Storytime’s reputation. In such cases, we will inform you as soon as practicable of the termination and the reason, and you will not be entitled to any refund of fees paid. Any pending offers may be canceled and any influencers with unredeemed vouchers under your campaigns will be notified that the campaign has ended. 9.3. Termination by You: You may terminate these Terms at any time by canceling your Brand account. You can do so through your account settings (if such option is available) or by contacting us in writing with a request to close your account. If you cancel, you will lose access to the Platform at the end of your current subscription term (or possibly sooner if you request immediate deactivation). Please note that terminating your account does not automatically entitle you to a refund of any prepaid fees, and you are responsible for any fees incurred up to the point of termination. If you simply choose to stop using the Platform without formally canceling, your subscription may continue to renew and bill you until you do cancel or we terminate the account for non-payment, so we strongly advise formally canceling if you wish to stop completely. 9.4. Effect of Termination: Upon termination of your account for any reason: (a) your right to access or use the Platform will immediately cease; (b) any licenses or rights granted to you in these Terms will immediately end; and (c) you must promptly pay any outstanding amounts owed to Storytime (if any). Storytime will handle your Brand data in accordance with our Privacy Policy upon termination. Influencers who have already redeemed an offer prior to termination will not be affected – you should still honor any vouchers redeemed before the termination effective date. If termination happens mid-campaign, you should discuss with Storytime or make good faith efforts to honor commitments to any influencers who already held a voucher (to avoid reputational harm). Storytime may inform influencers of a campaign cancellation if needed. Certain provisions of these Terms will survive termination. Any section that by its nature should survive (such as indemnification, limitation of liability, dispute resolution, governing law, and any accrued rights to payment) will remain in effect even after your access to the Platform ends. 10. Dispute Resolution and Governing Law 10.1. Governing Law: These Terms and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with these Terms or your use of the Platform shall be governed by and construed in accordance with the laws of the State of New York, USA, without giving effect to any conflict of law principles that would cause the laws of another jurisdiction to apply. If you are accessing the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. 10.2. Negotiation and Mediation: We genuinely value our relationship with our Brand users and believe most issues can be resolved through open communication. In the event of any dispute, claim, or controversy between you and Storytime related to these Terms or the Platform, the parties agree to first attempt to resolve the issue informally by notifying the other party of the dispute and engaging in good-faith negotiations. If those negotiations do not resolve the matter, the parties may mutually agree to try an informal mediation, using a neutral third-party mediator. Such mediation, if agreed upon, will be conducted in New York City, NY, unless both parties agree to another location or a remote mediation. 10.3. Arbitration: If a dispute cannot be resolved through negotiation or an agreed mediation within 30 days of the initial notice of dispute, either party may elect to have the dispute (except as provided below) finally and exclusively resolved by binding arbitration. If arbitration is chosen, it will be administered by a reputable arbitration organization such as the American Arbitration Association (AAA) under its Commercial Arbitration Rules (including, if applicable, the Procedures for Large, Complex Commercial Disputes) or by JAMS under its rules, in effect at the time of the dispute. The arbitration will take place in New York County, New York, and will be conducted by a single arbitrator unless the parties agree otherwise. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity, except that the arbitrator may not award punitive or exemplary damages or any damages that are disclaimed or limited by these Terms, and must follow the liability limitations as set forth herein. 10.4. Arbitration Terms: The arbitrator’s decision shall be final and binding on the parties. Judgment on the arbitration award may be entered in any court having jurisdiction. The prevailing party in any arbitration (or court action, if applicable) may be entitled to recover its reasonable attorneys’ fees and costs, unless the arbitrator (or judge) decides otherwise. The arbitration shall be confidential, meaning neither party may disclose the existence, content, or results of the arbitration, except as may be required to enforce the award or as permitted by law. 10.5. Exceptions to Arbitration: Notwithstanding the foregoing arbitration agreement, either party may choose to pursue: (a) an action in small claims court (if the claim qualifies and so long as it remains only in that court); and (b) equitable relief in a court of competent jurisdiction to prevent (for example) actual or threatened infringement, misappropriation of intellectual property or breaches of confidentiality. Such actions are not subject to the arbitration requirement. Additionally, if the arbitration clause is deemed inapplicable or invalid, for any reason, by a court, then either party may proceed in court. 10.6. Waiver of Jury Trial and Class Actions: By agreeing to arbitration, both you and Storytime waive the right to a jury trial. Additionally, to the extent permissible by law, we each waive any right to pursue disputes on a class-wide basis; that is, to either join a claim with the claims of others or bring a claim on behalf of others. All disputes will be resolved on an individual basis. You also agree not to participate in claims brought by a class of others against Storytime (for example, as a class action plaintiff or class member). If this class action waiver is found unenforceable, then the entirety of the arbitration clause above shall be null and void, but the rest of the governing law and jurisdiction clause (10.1) shall remain in effect, meaning any class-wide dispute would then be heard in an appropriate court, likely in New York, applying New York law. 11. Miscellaneous Provisions 11.1. Changes to Terms: Storytime may update or modify these Terms from time to time. If we make material changes, we will notify you by email or by posting a prominent notice on the Platform. The notice will designate when the new Terms will go into effect. It is likely we will give at least 15 days’ advance notice for significant changes, to allow you to review them. If you continue to use the Platform after the effective date of the updated Terms, that constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Platform and may cancel your account. We encourage you to review the Terms periodically to stay informed of any updates. 11.2. Entire Agreement: These Terms, together with the Privacy Policy and any additional guidelines or rules posted in specific sections of the Platform (which are incorporated by reference), constitute the entire agreement between you and Storytime regarding the subject matter herein, and supersede any prior agreements or understandings, whether written or oral, relating to the same subject matter. Any conflicting or additional terms from a purchase order or other document provided by you are hereby rejected, unless separately signed by an authorized representative of Storytime. 11.3. Assignment: You may not assign or transfer any of your rights or obligations under these Terms without the prior written consent of Storytime. We may assign or transfer our rights and obligations under these Terms to an affiliate, or to a successor in interest (such as a company that acquires us or our assets) without requiring your consent. These Terms will inure to the benefit of and be binding upon each party’s permitted successors and assigns. 11.4. No Waiver: The failure of either party to enforce any provision of these Terms will not constitute a waiver of that party’s rights to subsequently enforce the same or any other provision. Any waiver, amendment, or modification of any provision of these Terms will be effective only if in writing and signed by both you and Storytime. 11.5. Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, that provision shall be severed or limited to the minimum extent necessary, and the remainder of the Terms shall remain in full force and effect. The parties agree to negotiate in good faith a valid, enforceable substitute provision that most nearly effects the parties’ intent and the economic effect of the invalid provision. 11.6. Relationship of Parties: Nothing in these Terms shall be construed to create a joint venture, partnership, employment, or agency relationship between you and Storytime. Neither party has authority to act as agent for, or bind, the other in any way. 11.7. No Third-Party Beneficiaries: These Terms are for the benefit of the parties (Storytime and the Brand) and not for any other person or entity. No third party shall have any rights under these Terms, except as expressly provided (for example, the indemnified parties in Section 8). 11.8. Notices: Storytime may provide notices to you under these Terms by email to the address associated with your account, via in-platform notifications, or by certified mail to any address you’ve provided. You must ensure your contact information is current. You may send notices to Storytime by email at [email protected] or by mail to: Storytime App, Inc., Attn: Legal Department, 1234 Example Avenue, New York, NY 10001, USA. Notices sent by email shall be deemed received 24 hours after the email is sent (absent an error bounce-back). Notices sent by certified mail are deemed received 3 business days after mailing. 11.9. Regulatory Disclaimers: While Storytime provides a platform for facilitating influencer marketing, the Brand is solely responsible for compliance with advertising regulations, including the FTC’s endorsement disclosure guidelines. Storytime’s involvement does not modify or remove that obligation. Storytime is not responsible for verifying that influencers disclose their posts properly or that Brand’s campaigns meet legal standards, though we strive to educate and encourage compliance for the health of our marketplace. You agree that you have been informed of these responsibilities, and Storytime’s limited role, as part of these Terms. Thank you for using Storytime. We look forward to a successful partnership and are excited to help you connect with influencers to grow your brand! If you have any questions about these Terms or any aspect of the Platform, please contact us at [email protected].