Contract

STANDARD CONTRACT BETWEEN SUBSCRIBER AND CREATOR

  1. Introduction: This Standard Contract between Subscriber and Creator (“Creator”) (“this agreement”) sets out the terms which govern each transaction between a Subscriber and a Creator on Naritiv.
  2. When does this agreement apply? Each time a Subscriber/Creator Transaction is initiated on Naritiv, this Standard Contract between Subscriber and Creator will apply to the exclusion of any other terms which the Subscriber or Creator may propose, and this Standard Contract between Subscriber and Creator will legally bind the Subscriber and Creator participating in the Subscriber/Creator Transaction.
  3. Parties: The only parties to this agreement are the Subscriber and Creator participating in the Subscriber/Creator Transaction. Neither The Naritiv, Inc. nor any of its subsidiary companies is a party to this agreement and neither The Naritiv, Inc. nor any of its subsidiary companies grants any rights in respect of, nor participates in, any Subscriber/Creator Transaction, except that The Naritiv, Inc. or any of its subsidiary companies may act as a payment intermediary in accordance with the Creator’s and Subscriber’s instructions set out in Section 5 of this agreement.
  4. Interpretation: In this agreement, defined terms have the following meanings:
    1. “The Naritiv” means the mobile platform accessed by a User;
    2. “Content” means any material uploaded to The Naritiv by any User (whether a Creator or a Subscriber), including any photos, videos, audio (for example music and other sounds), livestream material, data, text (such as comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material whatsoever, all of which must be created by and be the property of the User, or which the User otherwise has a license, consent, or other right to use;
    3. “Creator” means a User who has set up their The Naritiv account as a Creator account to post Content on The Naritiv to be viewed by other Users;
    4. “Platform Fee” means the fee charged to Creators in accordance with Section 5 of the Naritiv Terms of Use for Creators;
    5. “Subscriber” means a User who follows a Creator and is able to view the Creator’s Content;
    6. “Subscriber/Creator Transaction” means any transaction between a Subscriber and a Creator on The Naritiv by which access is granted to the Creator’s Content, including in any of the following ways: (i) a Subscription, and (ii) payments made by a Subscriber to use the Subscriber interaction/interview function on a Creator’s account;
    7. “Subscriber Payment” means any and all payments made by a Subscriber in respect of any Subscriber/Creator Transaction;
    8. “Subscription” means a Subscriber’s subscription to a Creator’s account; and
    9. “Tax” shall include all forms of tax and statutory, governmental, state, federal, provincial, local government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the United States or any other jurisdiction.
  5. Pricing and payment: By entering into a Subscriber/Creator Transaction, the Subscriber agrees to pay the Subscriber Payment applicable to the relevant Subscriber/Creator Transaction in accordance with the pricing published in the Creator’s account plus any Tax which is applicable. The Subscriber and Creator participating in the Subscriber/Creator Transaction authorize The Naritiv, Inc. or any of its subsidiaries to act as a payment intermediary and to collect, hold, and process the Subscriber Payment and any applicable Tax, to deduct the Platform Fee, and to pay out the sums due to Creators, as described in the Naritiv Terms of Service.
  6. License of Content: Once the Subscriber has made the Subscriber Payment for a Subscriber/Creator Transaction, the Creator grants to the Subscriber a limited license to access the applicable Content of that Creator to which the Subscriber/ Creator Transaction relates (the “Relevant Content”). This license is non-transferable, non-sublicensable and non-exclusive, and permits the Subscriber only to access and view the Relevant Content on the Subscriber’s personal device and via a normal web browser, in accordance with the Naritiv Acceptable Use Policy.
  7. Ownership of Content: The Subscriber participating in the Subscriber/Creator Transaction acknowledges and agrees that the license of the Relevant Content provided in Section 6 of this Agreement does not result in the Subscriber acquiring any rights in or to the Relevant Content, which rights shall be retained by the Creator of the Relevant Content. Subscriber has no rights to and shall not transfer, transmit, sell, use for its own commercial purposes or otherwise share in any manner, any Content that it accesses, views, receives or otherwise consumes on or from The Naritiv platform, whether such access, view, receipt or other consumption is direct from a Creator or from another Subscriber or third party.
  8. Expiry of license: The license granted to a Subscriber in relation to the Relevant Content will expire automatically without notice in the following circumstances:
    1. if the Subscriber Payment related to the Subscriber/ Creator Transaction was unsuccessful, or is charged back or reversed for any reason;
    2. in respect of interview Content, once the Subscriber has completed the interview and viewed the Content;
    3. in respect of Subscriptions, at the end of the subscription period, unless the Subscription is configured to automatically renew as described in Section 7(h) of the Naritiv Terms of Use for Subscribers;
    4. if the Subscriber’s User account is suspended or terminated for any reason;
    5. if the Subscriber acts in breach of the Naritiv Acceptable Use Policy (whether in relation to the Relevant Content or at all);
    6. if the Content is removed from the Creator’s account;
    7. if the Subscriber closes their Naritiv User account.
  9. Refunds/Holds: Except as set forth in this Section 9, there are no refunds for payments successfully transacted through a Subscriber/Creator Transaction. Upon the request and submission of interview questions by a Subscriber to a Creator, a hold will be placed on the Subscriber’s credit card on file for a reasonable period of time, in Our sole and absolute discretion, for the amount agreed to be paid by the Subscriber to the Creator for answering such interview question(s). If the Creator fails to respond to such question(s) in good faith within such reasonable period of time, the hold will be lifted and the applicable amount will be returned to the Subscriber.
  10. Obligations between Creator and Subscriber: In respect of every Subscriber/Creator Transaction:
    1. The Subscriber and the Creator participating in the Subscriber/Creator Transaction agree to comply at all times with the Naritiv Acceptable Use Policy in relation to the Relevant Content, including when accessing, viewing and interacting with it.
    2. The Subscriber participating in the Subscriber/Creator Transaction agrees to make the Subscriber Payment required to access, view or interact with the Relevant Content, and agrees not to initiate a chargeback other than if the Subscriber disputes the Subscriber/Creator Transaction in good faith.
    3. The Creator participating in the Subscriber/Creator Transaction agrees to make the Relevant Content available to the Subscriber once the Subscriber has made the Subscriber Payment applicable to the Relevant Content.
    4. The Creator warrants (makes a legally enforceable promise) that it possesses all necessary rights in and to the Relevant Content sufficient to license it to the Subscriber in the territory in which the Subscriber will be accessing the Relevant Content, and has obtained any and all permissions and consents needed to grant the license in Section 6 of this agreement.
    5. The Creator is solely responsible for creating and uploading the Relevant Content. The Creator provides no guarantees that it will continue to create and upload Relevant Content on an ongoing basis.
    6. Unless there has been negligence or other breach of duty by the Creator, the accessing by the Subscriber of the Creator’s Content is entirely at the Subscriber’s own risk.
  11. No guarantees: The Subscriber participating in the Subscriber/Creator Transaction acknowledges that Creators may add and remove Content at any time from their Creator account, and that Creators have the discretion to decide what sort of Content to make available on their account. In addition, the Subscriber participating in the Subscriber/Creator Transaction acknowledges that there may be circumstances where it is not possible for the Subscriber to access Relevant Content to be provided under the Subscriber/Creator Transaction, including:
    1. if the Creator’s account is suspended or deleted;
    2. if the Subscriber’s account is suspended or deleted;
    3. if the availability of all or any part of The Naritiv site is suspended or inaccessible; or
    4. if the Creator is unable to create or upload Relevant Content in the future.
  12. Terms relating to disputes:

These Terms are governed by and will be construed under applicable federal law and the laws of the State of Texas, without regard to the conflicts of laws provisions thereof. Any claim under this agreement may be brought in the courts of Harris County, Texas, unless the Subscriber and Creator otherwise agree.

Last updated: August 2023