CreativeSyndicator Limited: 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 (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 Terms and Conditions. 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. .

Detailed Publisher and Advertiser Guidelines and FAQs (the "Guidelines") cover the specific use of the Service, and can be found at Guidelines and FAQs . The Guidelines, as they may be modified from time to time, are incorporated herein by reference, and have the same force and effect as if they were fully part of this Agreement.

1. General Terms - Publisher

1.1 Your relationship to Service Provider is one of an independent contractor and/or customer. No employer-employee, agency, joint venture, franchise, sales representative or partnership relationship is created by this Agreement or by your use of the Service.

1.2 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.

1.3 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.

1.4 Publisher agrees to abide by the Publisher Guidelines available at Guidelines And FAQs.

1.5 Publisher shall provide Service Provider with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of this Agreement. Service Provider reserves the right to refuse any application at its sole discretion.

1.6 Publisher may not select or use a user name or Ad Space name with the intent to impersonate another person, company or entity, nor use a name subject to the rights, including intellectual property rights, of any person other than Publisher without written authorization, nor use a user name that Service Provider, in its sole discretion, deems offensive.

1.7 Publisher will not send unsolicited e-mail ("spam") to attract Viewers or Advertisers to any Ad Space or to any Advertisements.

1.8 In accordance with the Publisher Guidelines, Publisher will have the right to approve or reject each submitted Advertisement, or to set one or more default "permissions" for the acceptance or rejection of Advertisements. Service Provider reserves the right to approve on Publisher's behalf any pending Advertisement after 24 hours of the Advertisement's submission by Advertiser. Advertiser may cancel pending Advertisements. No payment is due to Publisher on canceled or rejected ads, regardless of the time and method of rejection or cancellation.

1.9 Publisher acknowledges that Service Provider may establish general practices and limits concerning use of the Service, including without limitation the maximum number and type(s) of Advertisements that can be placed into an Ad Space or into a web page, the maximum disk space that will be allocated on Service Provider's servers on Publisher's behalf, the maximum number of times (and the maximum duration for which) Publisher may access the Service in a given period of time, and the minimum traffic and response rates generated with respect to Publisher's Site(s) and Ad Spaces. Publisher further acknowledges that Service Provider reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

1.10 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 3rd-Party Service Providers. Service Provider reserves the right to change this Agreement, 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 agreements will constitute Publisher's acceptance of such changes or modifications.

1.11 Publisher is responsible for setting the advertising rates for placing Advertisements into Ad Spaces. Service Provider reserves the right to grant any Advertiser discounts at any percentage of the buy spend. Discounts are shared between the Publisher and the Service Provider according to their commission structure.

1.12 Service Provider charges Fees for providing the Service. Service Provider reserves the right to change the Fees it charges based upon Publisher revenue or other measures Service Provider may devise.

1.13 Service Provider  or its third party handles payment for Advertisements submitted and provides Publishers an online summary of the activity on their Ad Spaces. Charges shall be calculated solely based on records maintained by the Service Provider or its appointed third parties. No other measurements or statistics of any kind shall be accepted by Service Provider or have any effect under this Agreement.

1.14 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. Publisher agrees to provide an invoice as, and in a format, reasonably required by the Service Provider in its own discretion.  

1.15 Service Provider will pay you by check, via PayPal, or via credit card. Accrued credits of £50.00 GBP or above during any month shall be paid on a net ninety (90) day basis after the end of the each calendar month, provided that payment from Advertiser has been received by Service Provider. If accrued credits payable to you for any month are less than £50.00, 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.

1.16 Service Provider will send payment to your postal address via United States mail or through any other method that is indicated. If you do not cash or deposit your check within its expiry period, you forfeit the entire amount and the payment is canceled.

1.17 The Publisher accepts that the statistics generated by the adserving tools of the Service Provider are final and binding as between the parties as evidence of delivery of advertising campaigns and will be used to determine the final liability of the Service Provider to the Publisher for advertising under any order or agreement.

2. Intellectual Property

2.1 All Advertisements uploaded to the Service by Advertiser including, without limitation, all intellectual property rights in the same, shall remain Advertiser's sole and exclusive property.

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 is provided "as is", and 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 information, 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 does 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.

3.9 You are responsible for all usage or activity on your account management tools, including use of the account by any third party authorized by you to use your user name and password. You are advised to maintain the confidentiality of your account management password. You are responsible for ensuring that you exit from your account at the end of each session. If you are a Publisher, you are solely responsible for the usage and placement of Ad Spaces on your Web Site(s).

4. Termination

4.1 Service Provider reserves the right to terminate you and remove your Ad Space or your Advertisement from the Service without notice for any reason, or for no reason.

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

4.3 You may terminate this Agreement for any reason, or for no reason, by removing your Ad Space from your Site(s) or by stopping all current and pending advertising purchases, and sending an e-mail to .(JavaScript must be enabled to view this email address). Notwithstanding the foregoing, you cannot terminate this Agreement if you have any outstanding Sponsorship Advertisements running in your Ad Spaces, or if you purchased a Sponsorship that is active. See Guidelines. If you discontinue or suspend an Ad Space into which Sponsorship Advertisements have been displayed, you agree to reimburse all such Advertisers the total amount of their Sponsorship purchase.

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.

5.2 This Agreement constitutes the entire agreement between you and Service Provider with respect to the subject matter hereof and there are no representations, understandings, or agreements that are not fully expressed in this Agreement.

5.3 While Service Provider, its affiliates, partners and third-party service providers do value feedback on the Service, we ask that you be specific in their comments and not to submit creative ideas, inventions, suggestions, or materials. If, despite our request, you send us creative suggestions, ideas, drawings, concepts, inventions, or other information (collectively the "Submission"), the Submission shall be the property of Service Provider, its affiliates, partners and third-party service providers. None of the Submission shall be subject to any obligation of confidence on Service Provider, its affiliates, partners and third-party service providers, and the same shall not be liable for any use or disclosure of any Submission. Service Provider, its affiliates, partners and third-party service providers shall own exclusively all now known or later discovered rights to the Submission and shall be entitled to unrestricted use of the Submission for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person who submitted the Submission.

5.4 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 You must be at least 16 years of age to use the Service.

5.6  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.

5.7 A failure to take any action by the Service Provider in response to a breach by You will not constitute a waiver of any of the Service Provider's rights under this agreement.

6.   Privacy Policy

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