StoryGen Sales Consulting, LLC

Terms and Conditions

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This Consulting Agreement (this “Agreement”) is made between StoryGen Sales Consulting LLC, a Nevada limited liability company (“Consultant”), and (the “Client”).

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The parties hereby agree as follows:

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1. Engagement; Statement of Work; Change Orders.  Client hereby engages Consultant to render the services (the “Services”) and to develop the Deliverables (the “Deliverables”), in each case as described in each statement of work issued by the Client and accepted by Consultant in the form attached hereto as Exhibit A (a “Statement of Work”) in accordance with the terms and specifications provided in this Agreement and in each Statement of Work (the “Specifications”).    Unless otherwise expressly set forth in a Statement of Work Consultant will provide the Services on a remote basis.
2. Payment. Client will compensate Consultant for Services and Deliverables by paying certain fees (the “Fees”) and all necessary and reasonable out-of-pocket expenses (the “Expenses”) as set forth in each Statement of Work. Client will be autobilled for the fees outlined in the Statement of Work on the payment schedule detailed.
3. Client Responsibilities.  Client will, to the extent applicable cooperate fully in the Consultant’s providing of Services; and (ii) make its personnel readily available for  meetings with Consultant; (iii) assist Consultant by promptly providing such information and access to the personnel and facilities of Client, its suppliers or customers as Consultant may reasonably request in connection with the performance of the Services.

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Consultant’s performance hereunder is contingent upon the cooperation of Client.  If any delays in Consultant’s performance occur as a result of failure or untimely performance by Client of its obligations under the Statement of Work and this Agreement, Consultant will not incur any liability to Client as a result of such delay and the schedule of performance in the Statement of Work will be adjusted to the extent of any such delay.    

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4. Representations and Warranties.

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1. Client. Client hereby represents and warrants that Client owns, or will have obtained from the owners the right to use, the materials and information supplied by Client to Consultant for use in the delivery of the Services and Deliverables (all, collectively, “Client Materials”), and Consultant’s use of the Client Materials will not violate any applicable law, regulation, rule or order, or infringe upon or violate the rights of any third party.
2.      Consultant. Consultant hereby represents and warrants as follows:
   • (a) ​Services and Deliverables, including Consultant IP (as defined in the Standard Terms & Conditions), will not violate the proprietary rights of any third party, provided (i), that Consultant expressly disclaims any warranty relating to any such infringement resulting from Consultant 's use of Client Materials, and (ii) that the foregoing warranty shall not apply when Client or its agents make modifications to any aspect of the results of the Services or Deliverables.
   • (b) ​No Consultant IP will by its use as contemplated by this Agreement violate any applicable law, regulation, rule or order or infringe upon or violate the rights of any third party.

5. Term and Termination.

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1. Term. This Agreement shall continue in effect until the expiration of all active Statements of Work and/or Change Orders executed hereunder, unless sooner terminated as provided herein (the effective date of such termination being referred to herein as the “Termination Date”).
2. ​​​​Termination of Agreement. Client may terminate this Agreement at any time upon two weeks' prior written notice to Consultant, if all amounts due for completed Services hereunder are tendered by Client to Consultant prior to the Termination Date. Either party may terminate this Agreement, any Statement of Work, or Change Order upon written notice to the other party.
3. ​​​​Payment. In the event of any termination of this Agreement, Client is responsible for all obligations arising from Services performed and Deliverables delivered prior to the Termination Date.
4. ​​​​Effect of Termination of Agreement. Upon any termination of this Agreement: (i) all Statements of Work and/or Change Order will automatically terminate, effective as of the date of termination of this Agreement; (ii) Consultant will have the right immediately to cease the provision of all services under this Agreement and any Statements of Work and/or Change Orders; and (iii) Client will promptly pay Consultant for all work performed by Consultant up to the date of termination as set forth in Section 5.3 hereof and for any requested transition services provided by Consultant at Client’s request following the Termination Date.  Additionally, if payment in full has not been made to Consultant, (i) Client will promptly return to Consultant each Deliverable and component thereof and (ii) all Consultant IP delivered to Client under this Agreement or the applicable Statement of Work and/or Change Order, as the case may be, and Client's license rights therein will terminate with respect to such Deliverables, components and Consultant IP.
5. ​​​​Termination of Statement of Work and/or Change Order. Upon any termination of any Statement of Work and/or Change Order prior to the end of its term, without termination of this Agreement, each party will have the same rights and obligations with respect to the work to be performed and the Confidential Information exchanged under such Statement of Work and/or Change Order as are set forth in Section 5.4 (excluding clause (i)).
6. ​​​​Non-Solicitation of Personnel. The parties agree that except as may otherwise hereafter be agreed in writing, neither party shall directly or indirectly, individually, or together with, or through any other person, firm, corporation, or entity during the term and during the first year after the term of this Agreement, in any manner, approach, counsel, or attempt to induce any person who is then in the employ of or an independent contractor of the other party, to leave such party’s employ or engagement, or employ, engage or attempt to employ or engage any such person.
7. ​​​​Marketing. At Consultant’s request, Client will consider supplying a testimonial for Consultant’s website or marketing materials.  
8. ​​​​Entire Agreement. This Agreement, the Standard Terms & Conditions and any incorporated Statements of Work and Change Orders constitute the entire agreement between Client and Consultant. In the event that any provisions in any incorporated Statements of Work or Change Orders are in conflict with, inconsistent with, in addition to, or otherwise different from the provisions in this Agreement, the provisions in this Agreement (including the Standard Terms & Conditions) shall prevail over any such conflicting provisions unless such Statement of Work or Change Order specifically and expressly refers to the Section(s) of this Agreement (or the Standard Terms & Conditions) which are to be subordinate to the Statement of Work or Change Order. This Agreement may not be amended unless such amendment is in writing and signed by both parties hereto.
9. Limitation of Liability: Except as otherwise set forth herein, in no event will either party be liable for any special, indirect, incidental, or consequential damages nor loss of data, profits or revenue, cost of capital, or downtime costs, nor for any exemplary or punitive damages, arising from any claim or action, incidental or collateral to, or directly or indirectly related to or in any way connected with, the subject matter of the agreement, whether such damages are based on contract, tort, statute, implied duties or obligations, or other legal theory, even if advised of the possibility of such damages. Notwithstanding the foregoing, any purported limitation or waiver of liability shall not apply to Consultant’s indemnification and other obligations with respect to confidential information and intellectual property rights under this agreement, and no limitation of liability shall apply to either party’s liability to the other for personal injury, death, or physical damage to property claims.

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6. Liability & Compliance Disclaimer (Outreach Activities)

​​​​​1. Compliance Responsibility.

Client acknowledges and agrees that all outreach activities performed by StoryGen are conducted solely on behalf of Client, using targeting criteria, contact lists, or audience segments approved by Client. Client is solely responsible for ensuring that all outreach targets, data sources, and processing activities comply with all applicable laws and regulations, including but not limited to GDPR, CCPA, CAN-SPAM, TCPA, and any other data-protection or communications laws relevant to Client’s industry or geography.

2. No Liability for GDPR or Regulatory Violations.

Provider shall not be liable for any actual or alleged violation of GDPR or any other data-protection, privacy, or communication requirements arising from Client’s instructions, Client-provided data, targeting criteria, or Client’s failure to maintain compliant legal bases for processing or contacting individuals. Client expressly assumes all responsibility and liability for all outreach-related data-processing activities.

3. Unsolicited Outreach & Contact Complaints.

Client acknowledges that outreach activities inherently carry the risk that recipients may express dissatisfaction, request removal, file complaints, or take other adverse actions. Provider shall have no liability for any negative reactions, complaints, demands, legal claims, or reputational consequences arising from unsolicited outreach, cold emails, LinkedIn outreach, phone calls, SMS, or any other contacting activity executed on behalf of Client.

4. Indemnification. Client shall defend, indemnify, and hold harmless Provider and its employees, contractors, and affiliates from and against any claims, complaints, regulatory actions, fines, penalties, damages, or expenses (including reasonable attorneys’ fees) arising out of or related to:

 (a) Client’s contact data, targeting criteria, instructions, or outreach strategy;

 (b) any alleged violation of GDPR or other privacy/communications laws; or

 (c) any complaint or dispute raised by an individual contacted through the outreach activities conducted for Client.

5. No Guarantee of Compliance.

Provider does not represent or warrant that outreach activities will comply with any specific regulatory regime or that such activities will avoid complaints from contacted individuals. Client is responsible for obtaining all necessary consents, maintaining appropriate compliance frameworks, and consulting its own legal counsel regarding regulatory requirements.

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