Last updated: 22 July 2026
1. Who we are and what Sponsorly is
1.1 These Terms of Service (the “Terms”) are a binding agreement between you and Sponsorly (“Sponsorly”, “we”, “us”, “our”), operator of the website at sponsorly.com and the Sponsorly mobile applications (together, the “Platform”). By creating an account, accessing or using the Platform you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Platform.
1.2 Sponsorly is a technology platform and a neutral venue that helps brands and content creators discover one another, communicate, agree commercial terms, schedule deliverables and process payment for sponsorships. Sponsorly is an aid to booking, record-keeping, communication and payment facilitation only.
1.3 Sponsorly is not a party to any agreement between a brand and a creator. We are not an agency, talent manager, broker, employer, joint venturer, advertiser, publisher, escrow agent (except as expressly described in clause 3.8.3), fiduciary or the agent of any user. We do not author, control, approve, endorse, review or guarantee any campaign, deliverable, post, product or service. The contract for any sponsorship is solely between the brand and the creator.
1.4 You must be at least 18 years old (or the age of majority where you live) and able to form a binding contract to use the Platform. You must use the Platform in the course of a business or professional activity; the Platform is not intended for consumer use.
1.5 Where you use the Platform on behalf of a company or other organisation, you represent that you are authorised to bind it, and “you” means both you and that organisation.
2. The relationship between brands and creators
2.1 Each deal arranged through the Platform is a direct, independent agreement between the brand and the creator. You are solely responsible for deciding whether to enter into a deal and on what terms (scope, exclusivity, usage rights, licensing, timelines, revisions, cancellation and refund terms, and any other commercial terms).
2.2 You are responsible for putting in place your own contract covering your deal. Sponsorly may provide optional fields, tools, reminders, templates, standard-terms text or message threads to help you record what you have agreed, but these are conveniences only, are not legal advice, are not warranted as suitable for your circumstances, and do not replace a contract between you and your counterparty. Where appropriate you should exchange and sign your own written agreement before work begins. You are responsible for complying with all applicable advertising, disclosure, consumer-protection, intellectual-property, data-protection and platform rules (including, for example, FTC, ASA and the rules of YouTube, Instagram, TikTok and any other channel on which content is published), including clearly disclosing paid partnerships.
2.3 Each user is an independent contractor. Nothing on the Platform creates an employment, agency, partnership, joint venture or fiduciary relationship between any users, or between any user and Sponsorly.
2.4 Scheduling and go-live dates. For each deliverable, the brand and creator agree a go-live date through the Platform. Either party may propose a change to a go-live date; a proposed change takes effect only when the other party confirms it, and until then the most recently agreed date applies.
2.5 Content approval and deemed approval. Where a deal includes a review step, the creator submits content for the brand’s approval and the brand may either approve it or request changes. The brand is expected to review promptly. If the brand does not approve or request changes by the agreed go-live date for a deliverable, that content is deemed approved, and the creator is entitled to publish it and to be paid for it as if the brand had approved it. Deemed approval protects creators from a brand withholding a response; it does not transfer responsibility for the content, which remains with the creator. The parties may agree a limited number of revision rounds; absent agreement, the brand is entitled to a reasonable number of revision rounds (by default, up to two), change requests should be reasonable, specific and made before the go-live date, and further changes may be treated as a new request.
2.6 Missed go-live by the creator. If a creator does not deliver a deliverable by the agreed go-live date and no change to that date has been mutually confirmed, the brand may cancel that deliverable (or the deal) without further obligation for the undelivered deliverable, and any card authorisation placed for it is released, or any amount prepaid or escrowed for it is refundable to the brand. The Platform may notify both parties when a go-live date passes without delivery, but is not obliged to do so.
2.7 Cancellation and kill fees. Before a deliverable’s payment authorisation is taken (or before any upfront or escrow payment is made), either party may cancel a not-yet-started deliverable without charge. Once content for a deliverable has been approved (including by deemed approval under 2.5 or automatic approval under 2.13) or delivered, the creator is entitled to payment for that deliverable. Brands and creators remain free to agree their own cancellation, kill-fee or refund terms for a deal; those terms govern as between the parties.
2.7.1 Sponsorly does not set, calculate, collect, adjudicate or enforce cancellation or kill fees. Any such fee is a matter agreed and settled directly between the brand and the creator, and any reference to a kill fee in the Platform is a prompt to agree one, not a term imposed or administered by Sponsorly. The Service Fee is unaffected by any cancellation once a deal has been accepted (see 3.3).
2.8 Usage rights. Unless the brand and creator agree otherwise in writing, the creator permits the brand to use the approved content only for the brand’s own promotional purposes for the specific campaign, and any broader, longer or paid-media use (including boosting, whitelisting, allow-listing, partnership ads or re-use beyond the campaign) must be separately agreed and, where applicable, separately paid for. Intellectual property in content created by a creator remains the creator’s except to the extent expressly licensed or assigned by agreement between the parties. Where the Platform provides tools to record or facilitate a paid-amplification or advertising authorisation, those tools record what you have agreed; the underlying licence, its scope and its enforcement remain solely between the parties.
2.9 Keeping content live. Unless the parties agree otherwise, published paid content must remain live and unaltered for the period agreed for the campaign, and if no period is agreed, for at least twelve (12) months from publication. Removing or materially altering paid content before the end of that period without the brand’s consent is a breach of the deal by the creator - except where removal is required by law, by the publishing platform, or to correct a legal, safety or disclosure issue.
2.10 Brand materials and confidentiality. Briefs, talking points, assets, codes, pricing and other materials a brand shares for a deal (“Brand Materials”) are provided only to perform that deal, are the brand’s confidential information, and must not be used for any other purpose or disclosed. A creator must not publish, reproduce or distribute any draft, asset or Brand Material the brand has asked to be kept private, and must not post content the brand has not approved (subject to the deemed-approval rule in 2.5 and automatic approval under 2.13).
2.11 Changes to an agreed deal. Once a deal is accepted, neither party may unilaterally change the agreed scope, deliverables, dates, usage or price. A proposed change takes effect only when the other party confirms it through the Platform; until then, the previously agreed terms apply. The Platform may notify both parties of proposed and confirmed changes, but delivery of any such notification is not guaranteed (see 7.2).
2.12 Communications form part of the deal. Messages exchanged between the parties in a deal thread, and anything both parties confirm there, form part of the agreement between them and may vary the terms recorded elsewhere in the Platform. You are responsible for reading, responding to and keeping your own record of those communications. Sponsorly does not monitor, verify, interpret, reconcile or enforce what you agree in messages, is not a party to it, and is not liable for any inconsistency between what you agree in messages and what is recorded in the Platform’s structured fields.
2.13 Automatic approval. A brand may enable automatic approval of a creator’s deliverables, waiving its own review step. Where enabled, content is approved on submission and the brand accepts full responsibility for content it has chosen not to review, including for its compliance with the brief, with applicable law and with the rules of the publishing platform. Deemed approval under 2.5 and automatic approval under this clause do not make Sponsorly a reviewer, approver, editor or publisher of any content.
2.14 Physical products and shipping. Where a deal involves a physical product, the creator provides a delivery address through the Platform and the brand is responsible for shipping, customs, duties, insurance, safety and legal compliance in respect of that product. Sponsorly does not ship, inspect, handle, insure or take title to any product, does not verify any address or tracking information, and is not liable for loss, damage, delay, non-delivery, defect or injury arising from any product or its shipment.
2.15 No guarantee of outcomes. No user guarantees, and Sponsorly does not guarantee, any level of views, impressions, clicks, conversions, engagement, revenue, audience composition, retention or other result from any deal or content, unless the parties expressly agree such a term between themselves.
3. Payments - how money moves
3.1 Payments are processed by our third-party payment provider, Stripe, including through Stripe Connect. By using the payment features you also agree to the Stripe Connected Account Agreement and the Stripe Services Agreement. You authorise Sponsorly and Stripe to process payments, fees and (where applicable) refunds in accordance with these Terms and what you have agreed with your counterparty. Payment services are provided by the payment provider under its own terms, and its acts, omissions, decisions, declines, holds, reviews and delays are outside Sponsorly’s control.
3.2 How the deal amount moves. Except where the escrow rail applies (3.8.3), Sponsorly does not hold, escrow, control or take title to the deal amount (the “Principal”): the charge is made to the creator’s connected payment account and the Principal settles to the creator, and references in the Platform to a payment being “secured”, “held” or “authorised” mean a card authorisation placed by the brand’s card issuer on the brand’s own payment method - not funds held by Sponsorly. Where the parties select the escrow rail, the Principal is held with our payment provider in a platform-controlled account and released to the creator per deliverable as each is approved and delivered; in that case Sponsorly acts solely as a payment facilitator, does not treat those funds as its own, does not lend or invest them, and pays no interest on them. In neither case is Sponsorly a bank, deposit-taker or provider of regulated payment services in its own right.
3.3 Our fee. Sponsorly charges a service fee for use of the Platform (the “Service Fee”), calculated as a percentage of the deal amount and displayed to you before you confirm. The Service Fee is payable on every deal made, arranged, negotiated, introduced or performed through the Platform, however that deal is ultimately settled - including where the parties choose to pay each other off-platform, vary the amount after acceptance, or add bonuses or expenses. The brand additionally funds the payment-processing fees charged by our payment provider. The creator receives the agreed deal amount; Sponsorly receives only its Service Fee; the payment processor receives its processing fee. The Service Fee is earned on acceptance of a deal, is non-refundable except where required by law or expressly stated by us in writing, and you authorise us to collect it from your payment method on file. We may change the Service Fee rate on reasonable notice; the rate shown to you at the time you confirm a deal governs that deal.
3.4 Payment options. Brands and creators select a payment method and payment terms when the deal is agreed, from the options the Platform makes available at that time. Those selections lock on acceptance and can only be changed by mutual agreement or as expressly permitted by the Platform (for example, a brand electing to pay the full amount up front before a deliverable’s authorisation is taken). Where parties choose to settle off-platform, only Sponsorly’s Service Fee is processed through the Platform and the parties are solely responsible for the underlying payment between them.
3.5 Counterparty risk - non-payment and non-delivery. The Platform provides tools (such as card authorisations ahead of go-live, escrow funding, content approval steps, delivery confirmation and reminders) that are designed to reduce, but cannot eliminate, the risk that a brand fails to pay or a creator fails to deliver. Sponsorly is not responsible or liable for, and does not guarantee, any user’s performance, including any brand’s payment of any amount or any creator’s delivery, timing, quality, originality, performance or results of any content or product. Any failure to pay or to deliver, and any resulting loss, is a matter between the brand and the creator. We may, but are not obliged to, provide tools to help you resolve a dispute; we are not an arbiter of, and accept no liability for, disputes between users.
3.6 Refunds, chargebacks and disputes. Refunds (if any) are governed by what the brand and creator agreed and by the payment processor’s rules. Where the Principal has settled to the creator, any refund of the Principal is the creator’s responsibility; where the Principal sits in escrow, it is released or refunded according to the deal’s progress as recorded in the Platform and the parties’ agreement. Sponsorly’s Service Fee is non-refundable except where required by law or expressly stated. You are responsible for responding to card disputes and chargebacks relating to your deals, and for providing evidence to the payment provider. Sponsorly may suspend, withhold, set off or recover amounts, and may pass on fees and reasonable costs, where a dispute, reversal, chargeback, refund or suspected fraud occurs.
3.7 Payments are for real-world services, not in-app purchases. All amounts processed through the Platform are payment for professional advertising and content-creation services (and, where applicable, related physical products) supplied by one independent business - the creator - to another - the brand - together with Sponsorly’s Service Fee for facilitating that transaction. They are not payment for digital content, functionality, subscriptions or services consumed within the Sponsorly application. Payments are processed by Stripe and, consistent with the Apple App Store Review Guidelines (including the exclusions for physical goods and services and for person-to-person and business-to-business services), are not processed through Apple’s in-app purchase system. Apple is not a party to, and receives no commission on, any deal or Service Fee.
3.8 Payment mechanics. The rails the Platform may make available are as follows. Availability of any rail is at our discretion and may change.
3.8.1 On delivery (card hold). A card authorisation is placed on the brand’s payment method a short period before each deliverable’s go-live date and captured when that deliverable is delivered. Authorisations are placed by the brand’s card issuer, expire after a limited period (typically around seven days), may be declined, lapse, be reversed or fail to be placed for reasons outside our control, and are not a guarantee of payment. Where an authorisation lapses or fails, the brand remains liable to pay and may be asked to pay directly; the creator should not publish until it can see that payment is secured.
3.8.2 Upfront. The brand pays the full amount at or after acceptance; the Principal settles to the creator and no further authorisations are placed for the covered deliverables. Amounts paid up front and settled to the creator are not held by Sponsorly and cannot be recalled by us.
3.8.3 Escrow. The brand funds the full amount (typically by bank transfer) at or after acceptance; it is held as described in 3.2 and released to the creator per deliverable as each is approved and delivered. Bank payments take time to clear and a deal is not funded until they do. Release, refund and any residual balance are handled according to the deal’s recorded progress, these Terms and the payment provider’s rules.
3.8.4 Invoice (NET terms). An invoice is issued per deliverable on delivery and is payable within the agreed period. No authorisation or escrow is placed, and the creator carries the full credit risk on the brand. NET terms are made available at our discretion and may be withdrawn at any time.
3.8.5 Off-platform. The parties settle the Principal directly between themselves and only the Service Fee is processed through the Platform. Sponsorly has no visibility of, and no responsibility for, whether an off-platform payment is made, when, or in what amount.
3.9 Timings are estimates. All timings shown in the Platform - when an authorisation is placed, refreshed or captured, when escrow is funded or released, when a payout arrives, when an invoice is issued or clears, and when any reminder or status changes - are estimates that depend on banks, card issuers, our payment provider and other third parties. They are not commitments by Sponsorly, and no liability arises from any payment, authorisation, capture, release, payout or invoice being delayed, declined, duplicated, lapsed, mis-timed or not attempted. You must not treat a Platform prompt or status as confirmation that funds have cleared; the payment provider’s records are authoritative.
3.10 Authorisation to charge. You authorise Sponsorly and our payment provider to charge, authorise, re-authorise, capture, release, refund and collect amounts on your payment method on file, including without further prompting (off-session), for the Principal, the Service Fee, payment-processing fees, agreed bonuses and expenses, and any other amount you owe under these Terms. You must keep a valid payment method on file for the duration of any live deal, and payouts to creators require a completed and verified connected payout account. We may require identity or business verification before enabling payments or payouts, and may withhold payment or payout while verification, review or investigation is pending.
3.11 Circumvention. Where you were introduced to, or negotiated with, a counterparty through the Platform, you must not structure, move, re-describe, split or delay a deal in order to avoid or reduce the Service Fee. If a deal that originated on the Platform is settled off-platform, the Service Fee remains payable and we may charge it to your payment method on file. Repeated or deliberate circumvention is a material breach and may result in suspension, termination and recovery of unpaid fees.
3.12 Balances, set-off and suspension. If any amount you owe is unpaid, declined, reversed or charged back, we may suspend your access to the Platform and to live deals until it is cleared, set it off against amounts otherwise payable to or through you, and recover it together with reasonable recovery costs and interest at the statutory rate.
3.13 Bonuses and expenses. Where the Platform allows either party to add a bonus, expense or other amount to an accepted deal, that amount forms part of the deal amount for the purposes of these Terms, is subject to the Service Fee, and is payable on the same basis as the rest of the deal unless the parties agree otherwise. Confirming such an amount through the Platform is an instruction to charge it.
3.14 Currency and taxes on fees. Amounts are processed in the currency shown at the time of the transaction. Currency conversion, cross-border and similar charges are applied by your bank or the payment provider and are your responsibility. Amounts shown may be exclusive of taxes required to be added (see clause 4).
4. Taxes
4.1 You are responsible for your own taxes. Each user is solely responsible for determining, collecting, reporting and remitting all taxes arising from their use of the Platform and from any deal, including income tax, self-employment tax, sales tax, use tax, GST and VAT on the goods, services or content they supply, and for any withholding, information-reporting or registration obligations (for example, US Forms 1099/W-9/W-8 or VAT registration and invoicing).
4.2 Sponsorly is responsible only for tax on its own Service Fee. Sponsorly accounts for VAT and other taxes only on the Service Fee it charges. Sponsorly is not the supplier, seller or merchant of record for the underlying advertising, content or products exchanged between a brand and a creator, and does not collect or remit tax on the Principal. Amounts shown may be exclusive of taxes that you are required to charge or pay. You agree to provide any tax information or documentation we or our payment provider reasonably require, and you are responsible for the accuracy of that information. If we or our payment provider are required to withhold or remit any amount on your behalf, we may deduct it from amounts otherwise payable to you.
4.3 Any invoice, receipt, summary or report generated by the Platform is provided for convenience only, is not tax advice, and does not relieve you of the obligation to issue your own compliant documentation.
5. Your account and acceptable use
5.1 You are responsible for the accuracy of the information you provide, for keeping your credentials secure, and for all activity under your account. You must promptly update information that becomes inaccurate.
5.2 You must not use the Platform to: violate any law or third-party right (including intellectual-property, privacy or publicity rights); post or transmit content that is unlawful, defamatory, hateful, harassing, obscene, sexually explicit, exploitative of minors, or otherwise objectionable; impersonate any person or misrepresent your identity, audience, metrics or affiliation; engage in fraud, fake engagement, money-laundering, sanctions evasion or circumvention of fees; distribute malware or interfere with the Platform; scrape, harvest, reverse-engineer or use automated means to access the Platform; resell, sublicense or make the Platform available to third parties; or use the Platform other than for legitimate brand–creator sponsorship activity.
5.3 Zero tolerance for objectionable content and abusive users. There is no tolerance for objectionable content or abusive behaviour. The Platform provides tools to report content or users and to block users; reports are reviewed and we aim to act on valid reports of objectionable content (including ejecting offending users) within 24 hours. We may remove content, and suspend or terminate accounts, that we reasonably believe breach these Terms. We are not obliged to monitor content generally, and the absence of action in any case is not a waiver.
5.4 User content. You retain ownership of content you submit (profiles, messages, briefs, media). You grant Sponsorly a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, display and transmit that content for the purpose of operating, securing and improving the Platform and delivering it to your counterparties. You are responsible for the content you submit and for having the rights to submit it.
5.5 Publicity and showcasing. Your public profile is public by design. You grant Sponsorly a worldwide, non-exclusive, royalty-free licence to display and feature your public profile information - including your name or brand name, username, avatar or logo, public bio, public schedule and upcoming-slot listings, and aggregate activity (such as deals completed) - on the Platform, on the Sponsorly website, and in Sponsorly’s marketing and promotional materials (for example the homepage, showcases, social media, press and demo materials), including identifying that a brand or creator uses Sponsorly. This does not extend to private messages, private deal terms or amounts, unapproved drafts, or Brand Materials, and it does not imply your endorsement of Sponsorly beyond the fact of use. You can ask us to stop featuring you in promotional materials at any time by emailing hello@sponsorly.com, and we will do so within a reasonable period for new materials.
5.6 Teams and authority. If you invite team members or accept an invitation to a brand or creator account, each team member may act on that account’s behalf, including negotiating, accepting deals, approving content, adding payment methods and authorising charges. You are responsible for the actions of everyone you grant access to, for their compliance with these Terms, and for removing access promptly when it should end. Actions taken through your account bind you, whether or not you personally took them.
5.7 Monitoring for safety and disputes. We may access, review, retain and disclose deal records, messages and submitted content where reasonably necessary to operate the Platform, moderate content, investigate suspected breach, fraud or abuse, respond to a report or dispute, comply with law, or protect users. We do so as a safety and compliance measure, not as a reviewer or approver of any deal, and doing so creates no duty to detect any particular issue.
5.8 Feedback. If you send us suggestions, feature requests or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it without restriction or compensation.
5.9 Our intellectual property. The Platform, its software, design, and the Sponsorly name and marks are owned by Sponsorly and licensed to you on a limited, revocable, non-exclusive, non-transferable basis for the purpose of using the Platform in accordance with these Terms. All rights not expressly granted are reserved.
6. Verification, discovery data and third-party platforms
6.1 Sponsorly may display public information about creators and brands (including channel and audience metrics) gathered from third-party platforms and public sources. We do not warrant the accuracy, completeness or timeliness of such information, and you should independently verify anything you rely on.
6.2 Where you connect a third-party account (for example YouTube via the YouTube API Services, or Gmail), you authorise us to access and use data from that account as described in our Privacy Policy, and your use remains subject to that third party’s terms (including the Google Terms of Service and YouTube Terms of Service). You may disconnect at any time. A connected account may stop working, change or be withdrawn by the third party at any time, and we are not liable for the consequences.
6.3 Verification badges and warnings. Any verification badge, unverified-sender warning, phone- or country-mismatch flag, bid ranking or similar signal in the Platform is an indicator only, is generated automatically and may be incomplete, delayed or wrong. It is not a representation, endorsement, guarantee or vetting of any user, their identity, solvency, authority or conduct. You remain responsible for satisfying yourself who you are dealing with before sharing information, shipping products or performing work.
7. Disclaimer of warranties
7.1 THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. WE DO NOT WARRANT OR GUARANTEE THE CONDUCT, IDENTITY, SOLVENCY, AUTHORITY, METRICS, PERFORMANCE, PAYMENT OR DELIVERY OF ANY USER, OR THE OUTCOME OF ANY DEAL.
7.2 Availability, automation and errors. The Platform is provided on a best-efforts basis and may be unavailable, interrupted, delayed, degraded or defective. To the maximum extent permitted by law, Sponsorly is not liable for any loss arising from: downtime, maintenance, outages or degraded performance; bugs, defects, data loss, corruption, or the incorrect display or calculation of deal, payment, fee, schedule, status or metric information; the failure, delay, duplication, mis-timing or non-execution of any automated action, including placing, refreshing, capturing, releasing or refunding a card authorisation, funding or releasing escrow, issuing an invoice, calculating a fee or split, advancing or reverting a deal stage, applying deemed or automatic approval, or expiring an offer; the failure or delay of any notification, reminder, email, SMS or push message; failures of, changes to, or withdrawal of third-party services we rely on (including payment, messaging, hosting, authentication, notification, verification and social-platform APIs); or any deadline, go-live date, approval window, hold window or deemed-approval event being missed as a result of any of the above. You are responsible for independently verifying the status of your own deals and payments and must not rely solely on the Platform’s automated prompts, statuses or reminders. Nothing in this clause excludes liability that cannot lawfully be excluded.
7.3 Beta and optional features. Features identified as beta, preview, experimental or optional may be changed or withdrawn at any time, are provided without any warranty or service commitment, and should not be relied on for anything commercially significant.
8. Limitation of liability and indemnity
8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPONSORLY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, ANTICIPATED SAVINGS, OPPORTUNITY OR BUSINESS, ARISING OUT OF OR RELATING TO THE PLATFORM OR ANY DEAL, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES ANY LOSS ARISING FROM A BRAND’S NON-PAYMENT, A CREATOR’S NON-DELIVERY OR DEFECTIVE DELIVERY, PLATFORM DOWNTIME, ERROR OR AUTOMATION FAILURE, OR ANY DISPUTE BETWEEN USERS.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPONSORLY’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PLATFORM OR A DEAL IS LIMITED TO THE TOTAL SERVICE FEES ACTUALLY RECEIVED AND RETAINED BY SPONSORLY FROM YOU IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. SPONSORLY IS NOT LIABLE FOR THE PRINCIPAL OR FOR ANY AMOUNT OWED BETWEEN USERS; WHERE THE PRINCIPAL IS HELD IN ESCROW, SPONSORLY’S OBLIGATION IS LIMITED TO RELEASING OR REFUNDING WHAT IS ACTUALLY HELD, IN ACCORDANCE WITH THESE TERMS.
8.3 Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law (such as liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation).
8.4 You agree to indemnify and hold harmless Sponsorly and its officers, directors, employees and agents from any claim, loss, liability, damage, cost or expense (including reasonable legal fees) arising from your use of the Platform, your content, your deals, your products, your team members, your breach of these Terms or applicable law, or your tax obligations.
8.5 Time limit. To the extent permitted by law, any claim relating to the Platform or a deal must be brought within twelve (12) months of the event giving rise to it, after which it is permanently barred.
8.6 Force majeure. Neither Sponsorly nor any user is liable for delay or failure caused by events beyond its reasonable control, including outages or changes at payment, hosting, messaging or publishing platforms, network failures, cyber-attack, act of government, or industrial action.
8.7 The exclusions and limitations in these Terms apply regardless of the form of action, reflect a reasonable allocation of risk between the parties given the Service Fee charged, and survive any failure of essential purpose of any limited remedy.
9. Disputes between users
9.1 Disputes about a deal - including scope, quality, timing, non-payment, non-delivery, cancellation, refunds, usage rights, shipping and confidentiality - are solely between the brand and the creator, who must resolve them directly.
9.2 We may, at our sole discretion and without obligation, provide records, tools or informal assistance to help users resolve a dispute. Anything we do is administrative convenience only: we do not adjudicate, arbitrate, decide, guarantee or enforce any outcome, and no action or inaction by us creates any liability or duty to act in any other case.
9.3 Release. To the maximum extent permitted by law, you release Sponsorly and its officers, directors, employees and agents from all claims, demands, damages and losses of every kind, known and unknown, arising out of or connected with any dispute between you and another user. If you are a California resident, you waive California Civil Code section 1542, which says: a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in their favour at the time of executing the release and that, if known by them, would have materially affected their settlement with the debtor or released party.
10. Suspension and termination
10.1 You may stop using the Platform at any time. We may suspend or terminate your access, with or without notice, if we reasonably believe you have breached these Terms or applicable law, pose a security, legal, financial or reputational risk, or engage in fraud or abuse. We may also withdraw or modify features, or discontinue the Platform, at any time.
10.2 Termination does not affect deals already accepted: amounts already owed remain payable, and obligations to your counterparty continue. Sections that by their nature should survive termination (including payment, fees, tax, disclaimers, liability, indemnity, release, and governing law) survive.
10.3 We are not obliged to retain your data after termination beyond what these Terms, our Privacy Policy and applicable law require. You are responsible for keeping your own records of your deals.
11. Apple App Store - additional terms
11.1 These Terms are between you and Sponsorly only, not with Apple, and Apple is not responsible for the application or its content. Apple has no obligation to furnish any maintenance or support for the application.
11.2 To the maximum extent permitted by law, Apple has no warranty obligation with respect to the application, and any claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Sponsorly’s responsibility.
11.3 Apple is not responsible for addressing any claims by you or any third party relating to the application or your possession and use of it, including product-liability claims, any claim that the application fails to conform to any legal or regulatory requirement, and claims arising under consumer-protection, privacy or similar legislation.
11.4 In the event of any third-party claim that the application or your possession and use of it infringes that third party’s intellectual-property rights, Sponsorly, not Apple, is responsible for the investigation, defence, settlement and discharge of any such claim.
11.5 You represent that you are not located in a country subject to a US Government embargo or designated as “terrorist-supporting”, and that you are not on any US Government list of prohibited or restricted parties.
11.6 Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms and, upon your acceptance, will have the right to enforce these Terms against you as a third-party beneficiary.
11.7 The goods and services paid for through the Platform are supplied and consumed in the real world outside the application, and payments between brands and creators (and Sponsorly’s Service Fee) are made through Stripe rather than Apple’s in-app purchase, as permitted by the App Store Review Guidelines for physical goods and services and for business-to-business services (see also clause 3.7).
12. Changes to these Terms
12.1 We may update these Terms from time to time. We will post the updated version with a new “Last updated” date and, where the change is material, provide reasonable notice. Your continued use after the effective date constitutes acceptance. The version in force when a deal is accepted governs that deal, except for changes required by law.
13. Governing law and disputes with us
13.1 These Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction, except where mandatory local law in your country of residence provides otherwise.
13.2 Before commencing proceedings, you agree to contact us at hello@sponsorly.com and allow thirty (30) days to resolve the matter informally.
13.3 To the extent permitted by law, any claim against us must be brought in your individual capacity and not as a claimant or class member in any purported class, collective or representative proceeding.
14. General
14.1 Assignment. You may not assign or transfer these Terms without our written consent. We may assign them, including in connection with a merger, acquisition or sale of assets.
14.2 Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and Sponsorly regarding the Platform and supersede prior discussions. Nothing in them affects the separate agreement between a brand and a creator.
14.3 Severability and waiver. If any provision is held unenforceable, it is modified to the minimum extent necessary or severed, and the remainder stays in effect. A failure to enforce any provision is not a waiver of it.
14.4 Notices. We may give notice by email to the address on your account, by in-app message, or by posting on the Platform. Notices to us go to hello@sponsorly.com.
14.5 Third parties. Except for Apple (clause 11.6) and Sponsorly’s indemnified persons (clause 8.4), no person other than you and Sponsorly has any right to enforce these Terms.
14.6 Sanctions and export. You represent that you, your organisation and your counterparties are not subject to applicable sanctions or export restrictions, and you will not use the Platform in breach of them.
14.7 Language and headings. These Terms are drafted in English; any translation is for convenience only. Headings are for reference and do not affect interpretation.
15. Contact
15.1 Questions about these Terms: hello@sponsorly.com.
16. Definitions
“Platform” - the Sponsorly website and mobile applications and the services we provide through them. “Deal” - a sponsorship arrangement between a brand and a creator made, arranged or managed via the Platform. “Deliverable” - an individual item of content or other output within a deal. “Principal” - the deal amount payable by a brand to a creator, which settles directly to the creator save where the escrow rail applies. “Service Fee” - the fee Sponsorly charges for use of the Platform. “Brand Materials” - the materials defined in clause 2.10. “User” - any brand, creator or team member using the Platform.