Sportsyndicator Limited: Terms & Conditions for Publishers

Publisher Terms

Sportsyndicator: Further Terms & Conditions for Publishers

Overview

Welcome to the Sportsyndicator online advertising sale and management service (the "Service"). An Advertiser places a text, image or rich media advertisement ("Advertisement") via the Service into an Ad Space that is displayed on one or more Web Sites ("Site(s)"). This Ad Space is managed by the web site publisher (the "Publisher"). CreativeSyndicator Limited trading as “Sportsyndicator” (the “Service Provider”) may run its platform on software developed and hosted by a subsidiary, third party contractors or licensees. Advertisements are viewed by individuals ("Viewers"), who access Advertisements via the World Wide Web.

The Service enables a Publisher and an Advertiser to create, execute, and manage online advertising transactions. Any Publisher who uses the Service to sell and/or manage Advertisements, and any Advertiser who uses the Service to buy and/or manage Advertisements must accept the Terms and Conditions of this Agreement in full. By registering for and using the Service, you agree to be bound by all terms and conditions of this Agreement to the Service Provider, and all policies and guidelines including the Privacy Policy of the Service are incorporated herein by reference.

The Service Provider reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the Service, at any time and in its sole and absolute discretion. Any changes will be effective upon posting of the revisions at “Publisher Terms”. on the website. You are responsible for reviewing any applicable changes. Changes may be posted without notice to you. Your continued use of the Service following Service Provider's posting of any changes will constitute your acceptance of such changes or modifications. At any time upon request by Service Provider, you agree to sign a non-electronic version of this Agreement. If you do not agree to any changes to this Agreement, you must terminate this Agreement in accordance with Section 4 below. .

1. General Terms - Publisher

1.1 You are solely responsible for the wording, customization, and accuracy of the Site Content in which your Ad Spaces appear, and for all materials and content related to the sale of advertising in your Ad Spaces including, but not limited to:

(a) the creation of Ad Space descriptions and logos; (b) the placement of Ad Space Javascript into the relevant Site(s); (c) the acceptance or rejection of Advertisements submitted to your Ad Spaces; (d) the accuracy and appropriateness of materials you post on your Site(s); (e) ensuring that content published on your Site(s) does not violate or infringe upon the rights of any third party; are not in the Service Provider’s sole estimation defamatory, obscene, threatening, libelous, indecent, abusive, hateful, or otherwise illegal or inappropriate.

1.2 Publisher agrees to refrain from using any device, software, or routine to interfere or attempt to interfere with the proper working of the Service or any activities conducted on Service Provider's or its third party’s servers. Publisher agrees not to take any action that imposes an unreasonable or disproportionately large load on the Service infrastructure. Publisher agrees not to impede or interfere with others' use of the Service. Publisher further agrees not to alter or tamper with any information or materials on or associated with the Service.

1.3 Publisher shall provide Service Provider with accurate, complete, and updated about its Site(s) that may be relevant for the Services. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of this Agreement.

1.4 Publisher will not have the right to approve or reject each submitted Advertisement, other than: (a) due to a conflict with the Publisher’s pre-notified exclusion list provided in writing prior to the commencement of any Agreement between the Service Provider and the Publisher; (b) due to an Advertisement causing any material technical error to the publisher’s operations; and/or (c) due to any hate, violence, sexual, racist or foul language inferences. The Service Provider may cancel any Advertisements. No payment is due to the Publisher on canceled or rejected ads, regardless of the time and method of rejection or cancellation.

1.5 For the mutual protection of Publishers and Service Provider, Publisher's relationship with Advertisers is governed by this Agreement. This Agreement constitutes Publisher's entire agreement with Advertisers and relevant 3rd-Party Service Providers. Service Provider reserves the right to change these Further Terms and Conditions, in its sole and absolute discretion, with or without any notice to Publisher. Publisher's continued use of the Service following Service Provider's posting of any changes to those Further Terms and Conditions will constitute Publisher's acceptance of such changes or modifications.

1.6 Publisher agrees to pay any applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity, including but not limited to personal income tax, social security and/or welfare obligations, sales tax, Value Added Tax (VAT), and use tax if applicable. Publisher also agrees that Service Provider is not obligated to determine whether sales or use taxes apply on any Advertising sales and is not responsible to collect, report, or remit any sales or use taxes arising from any such transaction.

1.7 Service Provider will pay you by cheque, bank transfer or PayPal. Accrued credits of £100.00 GBP or above during any month shall be paid on a net sixty (60) day basis after the end of the calendar month in which we received payment, provided that payment from the Advertiser has been received by the Service Provider. If accrued credits payable to you for any month are less than £100.00 GBP, the Service Provider will carry your balance over to the next month. If this Agreement is terminated by the Service Provider or you, the Service Provider will pay you the balance of your earnings within ninety (90) days after termination of the Agreement. Advertising statistical information will only be deemed to be accurate at the point of billing each month and no interim statistical information will be accurate.

1.8 If you do not cash or deposit your cheque within its expiry period, or provide us with accurate banking details within a 60 day period of reasonable attempts to contact you to procure such, you forfeit the entire amount and the payment is canceled.

1.9 If the Publisher has not agreed to exclusive terms whereby the Service Provider is the only third party able to sell advertisements on the Publisher's website(s), and/or the Publisher does not enable and ensure the Service Provider has the Service Provider's nominated ad-serving tags on all of the Publisher's website Ad Placements, then - in recognition of the fact that agencies and other clients of the Service Provider penalise the Service Provider for under-delivery - if the Service Provider communicates a specific amount of inventory required to be delivery by the Publisher, and the Publisher accepts such requirement, then the Service Provider may deduct up to three (3) times the amount of the shortfall of revenue that would have otherwise accrued to the Publisher if the Publisher had delivered the total amount committed.   

1.10  The Publisher acknowledges that Sportsyndicator has the right to allow over-delivery of a specific campaign of up to 10% without incurring a liability to the Client for that inventory. The Client acknowledges that this is because Sportsyndicator prefers to over-deliver advertiser and agency campaigns, rather than under-deliver, recognising that under-delivery leads to an overall longer-term reduction in revenues to both parties, because of reduction in delivery reputation with advertisers/agencies, costs of administering reconciliation of under-delivery numbers and delay in consequent receipt of revenues.

2. Intellectual Property

2.1 All Advertisements uploadedvia the Service by Advertiser including, without limitation, all intellectual property rights in the same, shall not vest at all to the Publisher.

2.2 All Publisher content uploaded to the Service ("Publisher Content") including, without limitation, all intellectual property rights in the same, shall remain Publisher's sole and exclusive property. Notwithstanding the foregoing, Publisher hereby grants Service Provider (and, including without limitation, Service Provider's content and syndication partners) a non-exclusive, royalty-free, worldwide license to use Publisher Content for the purpose of promoting the sale of Advertisements on Publisher's Web Site(s), and for other legitimate Service Provider purposes. In addition, Service Provider may retain and use for its own purposes any Publisher Content Service Provider aggregates (i.e., renders in a form such that no Publisher Content is attributable to a specific Publisher), and share such information about Publishers with advertisers and business partners, including syndication partners, sponsors, and other third parties.

2.3 All software, equipment, data, information and materials, developed or provided by Service Provider or its suppliers under this Agreement or used by Service Provider to provide the Service, including all intellectual property rights in the same, shall remain the sole and exclusive property of Service Provider or its suppliers, as the case may be.

2.4 You acknowledge and agree that Service Provider may preserve Publisher Content or Advertisements for a period of up to five (5) years, and may also disclose the same if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any such Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Service Provider, its Advertisers, Viewers and the public. Nothing in this Agreement requires Service Provider to preserve Publisher Content or Advertisements.

3. Liability/Warranties/Indemnification

3.1 You shall indemnify Service Provider and its third party service providers with respect to all liability, losses, damages, costs or expenses howsoever caused, arising out of, or in connection with a breach of your obligations under this Agreement.

3.2 You acknowledge that you are using the Service at your own risk. The Service Provider and its affiliates and third party service providers hereby expressly disclaim any and all warranties, express and implied, including but not limited to any warranties of accuracy, reliability, title, merchantability, non-infringement, fitness for a particular purpose or any other warranty, condition, guarantee or representation, whether oral, in writing or in electronic form, including but not limited to the accuracy or completeness of any information contained therein or provided by the service. Service Provider, its affiliates and its third party service providers do not represent or warrant that access to the Service will be uninterrupted or that there will be no failures, errors or omissions or loss of transmitted information, or that no viruses will be transmitted on the Service.

3.3 No advice or information, whether oral or written, obtained by you from Service Provider through or from the Service shall create any warranty not expressly stated in this Agreement.

3.4 Service Provider and its affiliates and third party service providers shall not be liable even if it has been advised of the possibility of the loss to Publisher or to any third parties for any direct, indirect, loss of profits, lost data or loss of business or informatiopn, pure economic loss, depletion of goodwill or otherwise (whether direct, indirect or consequential) special, consequential or punitive damages allegedly sustained arising out of this Agreement, the providing of services hereunder, the sale or purchase of any goods or merchandise, Publisher's access to or inability to access the Service, including for viruses alleged to have been obtained from the Service, your use of or reliance on the Service or any of the merchandise, information or materials available on the Service, regardless of the type of claim or the nature of the cause of action, even if advised of the possibility of such damages. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. The Service Provider and its third party service providers do not seek to exclude or limit any liability for death or personal injury.

3.5 You hereby agree to release Service Provider, its affiliates and third-party service providers, and each of their respective directors, officers, employees, and agents from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed ("claims"), arising out of or in any way connected with your use of the service.

3.6 Advertiser hereby agrees to release Publisher, Service Provider, their affiliates, partners, and third-party service providers, and each of their respective directors, officers, employees, and agents from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed ("claims"), arising out of or in any way connected with Advertiser's use of the Service. If Advertiser is a California resident, Advertiser waives California civil code section 1542, which states, in part: "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor".

3.7 The aggregate liability for Service Provider to Publisher for all claims arising from the use of the Service is limited to the net proceeds to Service Provider from the Advertising sales Publisher's Ad Spaces generated during the previous calendar month.

3.8 Service Provider is not responsible for the content of the Advertisements managed under the Service. Service Provider may not review Advertisements before they are displayed, and does not verify, endorse, or otherwise take responsibility for the contents of any Advertisements. Service Provider reserves the right to remove from its servers any Advertisement or Publisher Content which it determines to be in violation of its rules and guidelines.

4. Termination

4.1 Service Provider reserves the right to terminate this Agreement at any time without notice for any reason.

4.2 If Service Provider terminates the Agreement, it may send an email to you if you have supplied a valid address. If you have not supplied a currently valid email, Service Provider may terminate this Agreement without any notice.

5. Miscellaneous

5.1 This Agreement shall be governed in all respects by the laws of England and Wales without regard to conflict of laws principles, and the parties agree to submit to the exclusive jurisdiction of the English courts. If any provision of these Terms & Conditions are held by a court of competent jurisdiction to be illegal or unenforceable under applicable law, that provision shall be limited or eliminated to the minimum extent necessary under such law so that these Terms & Conditions shall otherwise remain in full force and effect and enforceable.

5.3 In the event that the bulk of the assets of Service Provider, its affiliates, partners and third-party service providers are acquired, customer data submitted via the Service may be among the transferred assets.

5.5 Unless expressly provided to the contrary in this Agreement and except in relation to the Service Providers affiliate and third party service providers, nothing in this Agreement confers or purports to confer, on any third party, any benefit or right to enforce any term of this Agreement.

6. Privacy Policy

CreativeSyndicator Limited trading as Sportsyndicator (the “Service Provider”) is committed to protecting and respecting your privacy. The Service Provider of The Media Centre, 19 Bolsover Street London W1W 5NA, United Kingdom is the data controller for the purposes of the Data Protection Act 1998.

The Privacy Policy which is incorporated into these Terms and Conditions sets out the basis on which any personal data we collect from you, or you provide to us, will be processed.