Sponsorship Terms & Conditions

For each sponsorship offered through Heylo (each, a "Sponsorship"), Heylo displays the Brand, the sponsorship period, the payment amount, the payment frequency and timing, the Deliverables, and any brand guidelines (the "Sponsorship Details"). When you accept, you agree to these Terms and the Sponsorship Details for that Sponsorship.

We may update these Terms from time to time. The updated version applies to any new Sponsorship you accept after the update.

Complete the Deliverables. Do what is listed in the Sponsorship Details for the Sponsorship.

Use Brand-supplied assets as provided. When we provide content assets, logos, or messaging from the Brand, use them as they are and follow any usage guidelines we share with you.

Brand terms. If the Sponsorship Details include additional Brand terms, you will accept and comply with them.

Brand guidelines and approval. Follow the Brand's guidelines for the Sponsorship. Where Heylo offers content approval, the Brand may review and approve your Sponsorship content before you publish it.

Help us verify your work. For Deliverables completed outside Heylo, share screenshots, links, or analytics so we can verify them.

Approval. Each Deliverable needs our approval before it counts as completed. We have 30 days to reject a Deliverable, and you have 7 days to cure.

Records. Keep records of any consents you obtain from people in your Sponsorship content, and share them with us when we or the Brand ask.

Takedowns. We can ask you to take down or modify Sponsorship content if we think it is off-brand or does not follow these Terms. You will do so within 48 hours of our request.

To confirm your Deliverables and report on how the Sponsorship performed, we share two things with the Brand:

• Verification content. Any materials you share with us to complete a Deliverable. You are responsible for making sure you have the rights and consents to share any information you send us.
• Aggregated analytics. Performance of sponsor placements in Heylo and emails, such as impressions, reach, and clicks. No personally identifiable information is shared with the Brand.

The Brand receives this information for the Sponsorship period only. Anything you share with us for verification is handled under our Privacy Policy.

Sponsorship Payment. The amount and frequency of the sponsorship payment (the "Sponsorship Payment") are set in the Sponsorship Details.

When you get paid. We pay within 60 days after we approve all the Deliverables for the relevant payment period. We decide payout questions, such as eligibility and whether a Deliverable counts, in our reasonable judgment. If we decide not to make a Sponsorship Payment, we will notify you on Heylo and explain why.

How you get paid. Payment goes to the bank account linked to your Heylo group, once you have completed any required verification through our payment processor.

Taxes. Any taxes on your payment are your responsibility.

You let us and the Brand use your content. You give Heylo and the Brand a non-exclusive, royalty-free, sub-licensable, worldwide license to use the Group's name, marks, and Sponsorship content, including any photos, video, or other media the Group creates or provides to us or the Brand for the Sponsorship. This license covers reporting on the Sponsorship, use in the Sponsorship, and marketing. It is perpetual and does not end when the Sponsorship ends.

We let you use the Brand's assets. We grant you a limited, revocable license to use Brand-supplied assets only to complete the Deliverables, only during the sponsorship period.

Otherwise, each side keeps what it owns. Nothing here transfers any underlying intellectual property between us.

The Sponsorship runs through the sponsorship period in the Sponsorship Details. Either of us can end it at any time, on Heylo or by email at support@heylo.com. When it ends, you stop work on the Deliverables, stop using Brand assets, and take down Sponsorship content if we or the Brand ask. If the Sponsorship ends early for any reason, you will not be eligible for future Sponsorship Payments.

By accepting, you confirm that:

• You have authority to enter into these Terms. If the Group is not a separate legal entity, you are accepting personally and on behalf of the Group, and you are personally bound.
• You are at least 18.
• You own or control the channels you will use to complete the Deliverables, and you have gotten any consents you need from people who appear in your Sponsorship content.
• Your Sponsorship content (anything other than Brand-supplied content used as directed) will not infringe anyone else's rights.
• You will follow applicable law and our content and disclosure instructions.

We confirm that:

• We have authority to enter into these Terms and to grant the rights and licenses described here.
• Brand assets we provide to you for the Sponsorship come from the Brand and are authorized for your use in the Sponsorship.

No guarantees. We provide the Heylo platform and Brand assets "as is." We do not guarantee how the Sponsorship will perform.

Your side. If a third party brings a claim because of your Sponsorship content (other than Brand-supplied content used as directed), your conduct, your breach of these Terms, or your violation of any law, you will defend us and the Brand and cover reasonable legal costs (including reasonable attorneys' fees).

Our side. If a third party brings an intellectual-property claim about Brand-supplied content you used strictly as we directed, we will defend you and cover reasonable legal costs.

Limits on liability. Except for these indemnification obligations, breach of the Licenses or Confidentiality sections, or gross negligence, willful misconduct, or fraud:

• Neither of us is liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenue, or goodwill.
• Each side's total liability for the Sponsorship is capped at the Sponsorship Payments paid or payable to you under that Sponsorship.

What is confidential. Non-public information of Heylo or the Brand that we mark as confidential, or that should reasonably be understood as confidential, including the Sponsorship Details and any pre-launch information (together, "Confidential Information").

What is not. Information that is already public (or becomes public without your breach), that you already knew, that you received lawfully from a third party, or that you developed independently. Brand assets we provide to you for use in the Sponsorship, such as captions, photos, and logos, are also not Confidential Information.

How you use it. Use Confidential Information only to deliver on the Sponsorship. Share it only with people helping you deliver, such as team members or contractors, and make sure they keep it confidential. Do not disclose it more broadly without our prior written permission.

How long this lasts. Your confidentiality obligations last for 5 years after the Sponsorship ends. Trade secrets stay protected for as long as they qualify as trade secrets.

Independent. Your Group, Heylo, and the Brand are each independent. The Sponsorship is a commercial arrangement between your Group and the Brand that Heylo facilitates. Nothing here creates an employment, agency, partnership, or joint venture relationship between us, between you and the Brand, or between Heylo and your members.

Entire agreement. These Terms, including the Sponsorship Details above, are the whole agreement for the Sponsorship.

Assignment. You cannot assign these Terms without our written consent. We can assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.

Notices. We will reach you on Heylo or at the email on file for your account. You can reach us at support@heylo.com.

Governing law and venue. California law applies, without regard to its conflict-of-laws rules. The exclusive venue for any dispute is the state or federal courts in San Francisco County, California, and we both submit to their personal jurisdiction.

Electronic acceptance. Clicking the checkbox and "Accept Sponsorship" on Heylo (or any equivalent affirmative action) is a binding electronic signature. Our records of your acceptance are admissible as evidence.

Third-party beneficiary. The Brand is a third-party beneficiary of your obligations and the licenses running to it under these Terms, and can enforce them directly. No one else is.

Force majeure. Neither you nor Heylo is liable for delays or failures caused by events outside our reasonable control, such as natural disasters, war, civil unrest, labor disputes, pandemic, internet or utility outages, or acts of government.

Severability and waiver. If any part of these Terms are not enforceable, the rest still applies. If we do not enforce something right away, we have not waived our right to enforce it later.