Brand Sponsorship Terms

A "Campaign" has a start date and runs for a set number of monthly "Periods," as shown in the Campaign Details. For each Campaign, you select the Clubs you want to sponsor, and Heylo displays the per-Club price, the number and length of Periods, the Deliverables each Club will complete, and the funding deadlines (together, the "Campaign Details"). When you fund a Campaign, you agree to these Terms and the Campaign Details for that Campaign.

Duration. When you set up a Campaign, you choose whether it runs for a fixed number of Periods or renews automatically. A fixed-length Campaign ends after its last Period. An auto-renewing Campaign continues for additional Periods of the same length and price until you cancel it or the Campaign is ended under these Terms.

We may update these Terms from time to time. The updated version applies to any new Campaign or Period you fund after the update.

Per-Club price. You pay a price for each Club and Period as shown in the Campaign Details.

Prepayment. You pay in advance for each Period. The first Period is charged when you fund the Campaign. Each subsequent Period is charged automatically using your payment method on file before that Period begins. A Period is "funded" only when we have successfully captured payment for it through our payment processor.

If payment fails. If we are unable to capture payment for a Period, we may retry or notify you. If the Period is still not funded by its start date, the Campaign ends automatically. Clubs are not obligated to perform Deliverables for an unfunded Period, and you owe nothing for it.

How payments are held and released. We facilitate payment through our payment processor. We hold your payment and release it to each Club that completes its Deliverables; for any Club that does not, we refund you as described below.

You pay only Heylo. You pay Heylo for the Campaign. You do not pay Clubs directly and are not required to set up Clubs as your vendors or report taxes for them. As part of our service, Heylo pays the Clubs, manages tax reporting for those payments, and handles the Clubs' payment-account verification (KYC).

Payment method. Payments are processed in U.S. dollars. We may require payment by bank transfer (ACH) from a business account, or by wire for larger Campaigns, and may decline other methods.

Taxes. Prices do not include taxes. You are responsible for any sales or similar taxes on your payments, except taxes on Heylo's income.

No chargebacks. You agree to raise any billing concern with us first and to resolve disputes under these Terms rather than through a bank or card chargeback.

What Clubs deliver. For each Period, each Club you sponsor completes the Deliverables listed in the Campaign Details. Deliverables may include digital placements in Clubs that accept your sponsorship on Heylo, such as events, group home, and emails, as well as actions outside of Heylo, such as social-media posts, store setups, or user-generated content.

All-or-nothing per Club. A Club is paid for a Period only if it completes all of its required Deliverables for that Period. Partial completion earns no payment.

Verification and completion. Heylo verifies Deliverables and determines, in our reasonable judgment, whether a Club has completed them. Our determination is final.

Guidelines. You may provide brand guidelines, a brand kit, and assets for Clubs to use. Clubs present the sponsorship in their own voice using your guidelines.

We pay completing Clubs. After a Period, we release payment to each Club that completed all of its Deliverables.

If a Club does not deliver. For any Club that does not complete all of its Deliverables for a Period, Heylo will work with you to resolve it through one of the following remedies, applied in order of preference:

• Club replacement. With your approval, Heylo may replace the non-delivering Club with a new Club and extend the Campaign by a proportional amount to allow the replacement Club to complete the Deliverables.
• Credit. Heylo may offer you a credit toward future Periods or Campaigns for the amount allocated to the non-delivering Club and Period.
• Refund. If neither replacement nor credit is workable, Heylo will refund you the amount allocated to the non-delivering Club and Period. We issue refunds within 30 days after the Deliverables for that Period are finally determined.

Sole remedy. The remedies above are your sole and exclusive remedies if a Club does not complete its Deliverables.

Cancelling future Periods. You may cancel individual Clubs or an entire Campaign from your brand dashboard on Heylo at any time before the next Period is charged. Cancellation does not affect a Period that has already been funded or started; that Period runs to completion and is not refundable except through the completion refund above.

Termination for cause. Either of us may end a Campaign if the other materially breaches these Terms and does not fix it within 10 days of notice.

Our right to suspend or remove. We may suspend or end a Campaign, or decline or remove any Brand, Club, or Deliverable, at our discretion, including for non-payment, legal risk, or conduct we consider harmful to Clubs, members, or Heylo. If we end a funded Period this way for reasons other than your breach, we refund the unearned portion.

You let us and Clubs use your brand. You grant Heylo and the Clubs you sponsor a non-exclusive, royalty-free, worldwide license to use your name, logos, marks, and the content and assets you provide, in order to run and promote the Campaign — including announcements, in-app and email placements, and social posts — during the Campaign and to report on it afterward.

Clubs keep their content. Each Club owns the content it creates for the Campaign and grants you and your affiliates a non-exclusive, royalty-free, sub-licensable, worldwide license to use the Club's name, logo, marks, and Campaign content, including any photos, video, events, or other media the Club creates or provides to us or to you for the Campaign. This license covers reporting on the Campaign, use in the Campaign, and use in your products and marketing. It is perpetual and does not end when the Campaign ends.

You warrant your rights. You represent that you own or have the rights to the marks, content, and assets you provide, and that our and the Clubs' authorized use of them will not infringe anyone's rights.

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

By funding a Campaign, you represent and warrant that:

• You have authority to enter into these Terms on behalf of the Brand and to bind it.
• Your products, services, and messaging are lawful, not misleading, and comply with applicable advertising and consumer-protection laws.
• Your Campaign does not promote alcohol, tobacco or vaping, cannabis, gambling, adult content, weapons, or political campaigns, and is not otherwise in a category we prohibit. Clubs may include minors.
• You will provide accurate Brand assets and guidelines, and you authorize their use in the Campaign.
• You understand that sponsored Club content must be disclosed as sponsored under applicable endorsement rules (for example, FTC guidelines), and your assets and guidelines will support that disclosure.

If any of these representations or warranties is or becomes untrue, we may end the Campaign immediately and without refund, including for any funded Period. The cure period in Cancellation and term does not apply.

Clubs are independent. Each Club is an independent organization that you select. Clubs are not Heylo's employees, agents, or subcontractors, and they are not your employees or agents. Nothing here creates an employment, agency, partnership, or joint-venture relationship between you and Heylo, between you and any Club, or between Heylo and a Club's members.

Clubs run their own events. Neither you nor Heylo is the host or organizer of a Club's event, and Heylo does not supervise events or guarantee their safety.

Heylo facilitates. We provide the platform and administer the Campaign, payments, and verification, but we are not the sponsored party and are not responsible for a Club's acts or omissions beyond the refund described above. We provide the platform "as is" and do not guarantee any level of reach, impressions, engagement, clicks, sales, or other results from a Campaign.

To confirm Deliverables and report on Campaign performance, we share aggregated analytics with you — such as impressions, reach, and clicks for sponsor placements in Heylo and emails — together with the verification materials Clubs submit. We do not share members' personally identifiable information with you. We handle data under our Privacy Policy.

Your side. If a third party brings a claim because of your marks, products, services, messaging, Brand assets, your conduct, your breach of these Terms, or your violation of any law, you will defend Heylo and the Clubs you sponsor and cover reasonable legal costs (including reasonable attorneys' fees).

Limits on liability. Except for these indemnification obligations or for 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 a Campaign is capped at the amounts you paid for the Period in which the claim arose.

Clubs' side. Under their Sponsorship Terms, Clubs release you and your affiliates from claims arising out of their events and indemnify you for claims arising from their events, content, and conduct.

Arbitration. You and Heylo agree to resolve any dispute relating to these Terms or a Campaign through binding individual arbitration, not in court. Arbitration will be administered by a reputable arbitration provider under its standard rules.

Class-action waiver. Disputes will be brought only in an individual capacity, and not as a plaintiff or class member in any class, collective, or representative proceeding.

Governing law and venue. These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. For any claim not subject to arbitration, the exclusive venue is the state or federal courts in San Francisco County, California, and we both submit to their personal jurisdiction.

Entire agreement. These Terms, including the Campaign Details you accept, are the whole agreement for a Campaign.

Electronic acceptance. Clicking the checkbox and "Fund campaign & accept terms" on Heylo (or any equivalent affirmative action) is a binding electronic signature, and you consent to do business with us electronically. Our records of your acceptance, including the version of these Terms and the Campaign Details you accepted, are admissible as evidence.

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. Notices on Heylo or by email count as written notice.

Third-party beneficiary. The Clubs you sponsor are third-party beneficiaries of the licenses and protections running to them under these Terms, and can enforce them directly. You and your affiliates are third-party beneficiaries of the Sponsorship Terms each Club accepts, and can enforce the Clubs' obligations, release, and licenses to you directly. No one else is.

Force majeure. Neither of us 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 is not enforceable, the rest still applies. If we do not enforce something right away, we have not waived our right to enforce it later.