STORYLIFT TERMS OF SERVICE AGREEMENT
THIS IS AN ADVERTISING AGREEMENT (“AGREEMENT”) BETWEEN [CLIENT NAME] (“CLIENT” AND/OR “YOU”), AND STORYLIFT, LLC. BY SIGNING OR OTHERWISE ACCEPTING THIS AGREEMENT, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPTED THE TERMS AND CONDITIONS BELOW. YOU WILL BE HELD LEGALLY LIABLE FOR THE OBLIGATIONS SET FORTH HEREIN.
- Definitions: This Agreement contains the terms and conditions that apply to you as a client of Storylift. As used in this Agreement, the following definitions apply:
a. “We,” “us,” and “our” refer to “Storylift.”
b. “You,” “your,” and “yours” refer to you, the “Client.”
c. “Campaign” and/or “Account” refers to a specific client initiative that is created pursuant to a validly executed insertion order (“IO”).
- Campaign Insertion Orders: We will send an IO at the start of a campaign. Should the campaign structure require IOs to be sent monthly (for changing campaign projections) a new IO will be sent at the beginning of each month. The IO must be signed in order for the campaign to go live.
- Projections/Lead Targets: Though we will always do our best to deliver the highest quality leads, we do not guarantee volumes. Our structure is a flat fee structure, and by signing the IO, you acknowledge that results and key performance indicators (KPIs) may vary.
- Lead Parameters: It is the responsibility of you, the Client, to provide Storylift with accurate and updated lead parameters prior to the campaign going live and on an ongoing basis when there are changes or updates throughout the duration of the active campaign.
- Flat Rate Fee Structure: Storylift is not a PPL vendor. As such, we require a 3-month agreement based on agreed upon projections to launch a new campaign for a client. On an ongoing basis, the Client acknowledges that Storylift makes no guarantee of lead delivery volume or Cost Per Acquisition (“CPA”).
- Communication and Strategy: Storylift works closely with its clients to continually optimize campaigns to deliver the highest quality of leads that are most likely to convert. We provide and request prompt communication as well as updated lead status reports so that we can accurately gauge performance and make changes as needed.
- Payment: At the close of each month, Storylift will provide an invoice for the prior month’s services, to be paid within 60 days.
- Storylift-owned Funnels: Unless otherwise agreed to in an IO, Storylift runs campaigns via unbranded advertising content. Our owned funnels use qualifying parameters to match leads. Because we may run multiple clients through the same funnels, we cannot share funnel URLs without a signed NDA in place. Storylift does NOT share leads across clients. Each lead is individually matched to a specific client based on Storylift’s parameters and best-efforts to maximize CPA. From the date of this agreement until termination, we confirm that any and all leads delivered to you are exclusively provided to you and are not utilized, provided or delivered to any other client.If Storylift runs a lead generation campaign through a Client owned site, Storylift requests for their specified pixels to be placed for optimization purposes. Storylift also requests for the client to share lead performance updates, if Storylift does not have access to these metrics, to ensure lead goals are being met.
- Terms of Agreement: This Agreement will begin upon execution from both parties at the signing of the first IO and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party 14 days’ written or e-mail notice of termination or failure to sign the monthly IO within the first 14 days of the month. Upon termination of this Agreement by either party, we shall stop delivery of leads immediately. Payment owed for active campaigns prior to termination would still be held to the “Payment” terms.
- Modifications: We reserve the right to modify any and all of the terms and conditions of this Agreement, at any time and in our sole discretion.
- Relationship of Parties: It is understood and agreed that the parties to this Agreement are independent contractors. No provision of this Agreement shall be construed or deemed to make us partners or joint ventures, nor shall either of us or any of our agents or employees be construed or deemed to be an employee of the other. You have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that contradicts anything in this Section.
- Limitation of Liability: WE SHALL NOT BE HELD LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, ANY LOST REVENUE, LOST PROFITS, OR LOST DATA ARISING FROM YOUR PARTICIPATION IN THESE LEAD GENERATION CAMPAIGNS, REGARDLESS OF WHETHER WE WERE INFORMED OF OR HAD ADVANCE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. FURTHER, OUR AGGREGATE LIABILITY (INCLUDING ATTORNEY’S FEES) ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL MONIES DUE AND/OR PAYABLE UNDER TO THIS AGREEMENT.
- Indemnification: Both parties shall indemnify, defend, and hold us harmless, including all directors, officers, employees, sub-contractors and affiliated companies (collectively the “Covered Parties”), from and against any and all claims, actions, suits, damages, injuries, losses, deficiencies, liabilities, obligations, commitments, causes of action, costs or expenses of any kind or nature (including reasonable legal fees and other expenses incurred in investigating and defending against the same) resulting from breach of the representations, warranties, covenants, agreements and obligations in this Agreement and any negligence, gross negligence, or willful misconduct of us and our partners, officers, employees, agents, subsidiaries, parents and affiliates in connection with the provision of services set forth herein. Furthermore, we shall notify each other of any legal claim, demand, right or cause of action asserted, instituted, or threatened against either one of us that arises from or in connection with this Agreement, whether or not we are obligated to indemnify each other for such claim hereunder.
- Choice of Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without giving effect to its conflicts of laws principles. The parties agree to submit to the exclusive jurisdiction of any court of competent jurisdiction located in Richland County, South Carolina.
- Entire Agreement; Survival: This Agreement constitutes the entire agreement between us as to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or representations between the parties. The invalidity, illegality, or un-enforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of any other provisions of this Agreement, all of which shall remain in full force and effect. No failure or delay by us to exercise and no course of dealing with respect to any of our rights regarding your obligations of this Agreement shall operate as a waiver thereof. Any single or partial exercise by us of any of our rights shall not preclude us from any other or further exercise of any such right or the exercise of any other right.
- Confidentiality / Non-disclosure: The information and services provided by Storylift or the Client, including performance and/or conversion data or any other campaign-related materials, information and strategies are proprietary in nature and, by signing the Storylift IO, you acknowledge that you will use such information solely for the purpose of the campaign. Any other use is strictly prohibited and you will be held responsible for any breach of confidentiality by you or your affiliates.We will maintain as confidential all Confidential Information obtained under or in connection with this agreement and the Services, and will not divulge such Confidential Information to any person without your prior written consent. In this regard, Confidential Information includes, but is not limited to, any material, documentation, software, data (business data, financial data, strategic data), information, know-how or trade secrets which have been marked as confidential or which confidential nature should reasonably be known to us. In the event of doubt, we shall at all times first consult with you. This clause will not extend to Confidential Information which was rightfully in our possession prior to the commencement of the negotiations that led to this agreement, which was already in the public domain or becomes so at a future date.
- Review and Acceptance: You acknowledge that you have read and understood this Agreement and agree to its terms and conditions. You agree that you are relying solely on this Agreement in making your decision to commence a campaign with Storylift and that you are not relying on any representation, guarantee, or statement other than as stated in this Agreement.
The Parties have executed this Agreement by their duly authorized officers or representatives, effective on the date(s) of the signed IO(s).
Updated February 17th, 2023