Sponsorly Terms of Service
1. Scope and Application
1.1 PLEASE READ THIS AGREEMENT (the “Agreement”) CAREFULLY BEFORE USING THE SERVICES (as defined below) OFFERED BY sponsorly.com (“we”, “us”). BY ACCESSING OR USING THE SERVICES IN ANY MANNER, YOU (the “User”) AGREE THAT YOU HAVE READ AGREE TO BE BOUND BY AND ARE A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. If you are accepting this agreement on behalf of an organization, you represent that you gave the authority to do so. This Agreement is effective as of today (the “Effective Date”).
1.1 This End User Licence Agreement together with the privacy policy, set forth the legally binding agreement (this "Agreement") is a contract between you (“you” or “Client”) and sponsorly.com (the “Company”), the owners and operators of the website located at sponsorly.com (“we,” or “us”).
1.2 This Agreement applies to your use of the Website and all of the Services we provide via the Website.
1.3 Capitalized terms are defined throughout this Agreement and in Section thirteen (13) (Definitions and Interpretations).
2. The Terms
2.1 We have developed, own and run a Service that helps brands and creators simplify sponsorships. You may utilize the Service for a limited purpose only, which is solely in relation to your business operation of brand deals (the “Purpose”). You may not use this service to sponsor content that will harm the users or may put them at risk of being associated with illegal activity. You will be held responsible for all activity initiated from your account to users who work with us.
2.2 By reading, agreeing to, and accepting all of the terms of service contained in this Agreement you hereby agree:
2.2.1 To use the Service for the sole Purpose of managing brand deals and sponsorships; and
2.2.2 That we shall not be liable under this Agreement for any action or activity you or any third parties engage in via the Service, in any jurisdiction.
3. Consideration
3.1 By entering into this Agreement you authorize the Company to charge you based on your usage of the service (the “Consideration”)
3.2 You authorize us to charge you the Consideration on the Effective Date and recurring upon the expiration of each term thereafter until you cancel.
3.3 If your Consideration cannot be processed, your account may be suspended or terminated.
3.4 You authorize us and our third-party billing-services provider to initiate debit/credit entries to the bank deposit account or credit card you provided for the cost of the Consideration. This authority shall remain in full force and effect until you cancel.
3.5 The monthly fee shall be non-refundable at all times and shall not be pro-rated if you terminate this Agreement.
4. Grant of License
4.1 Subject to your compliance with all the terms and conditions of this Agreement, we shall grant you, for the term of this Agreement, a limited, personal, non-exclusive, non-sublicensable, royalty-free, non-transferrable (except as provided in this Agreement) license to access and use our Services for the Purpose. Except as expressly and unambiguously granted herein, no right or license is granted.
4.2 We reserve any and all rights not expressly grated in this Agreement, including, without limitation, any and all rights to the Service.
4.3 Subject to your compliance with all the terms and conditions of this Agreement, we shall make our Services available to you as of the Effective Date.
4.4 While we make every effort to ensure that the information appearing on the Website is accurate, we make no guarantee regarding the accuracy, timeliness or usefulness of the information.
4.5 You may not download or modify the Website, or any portion of it, except with our express written consent. This license does not include any resale, sublicense, or similar transfer of the Website or its contents, any derivative use of the Website or its contents, any downloading or copying of information for the benefit of others, or any use of data mining, robots, or similar data gathering and extraction tools. The Website or any portion of the Website may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited except as expressly permitted under this Agreement. You may not frame or utilize framing techniques to enclose any of our trademarks, logos, or other proprietary information (including images, text, page layout, or form) without our express written consent. You may not use any meta-tags or any other “hidden text” utilizing our name or trademarks without our express written consent. Any unauthorized use terminates our permission or granted license. You may not use any of our logos or other proprietary graphic or trademark as part of a link to our Website without our express written permission. You may not use any device, software, or routine to interfere or attempt to interfere with the proper working of the Website or another member’s use of the Website. You may not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
4.6 We reserve the right, in our sole opinion and absolute discretion, to refuse service, terminate accounts, cancel orders or disqualify you, for any reason whatsoever, including, but not limited to, a violation of the terms of this Agreement, applicable law, or conduct that is harmful to our interests.
5. Disclaimer of Warranties
WE ARE PROVIDING THE USE OF THE Platform ON AN "AS IS" BASIS AND WE EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED TO THE CONDITION, VALUE OR QUALITY OF THE Platform, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, ACCURACY, ABSENCE OF VIRUSES OR ANY DEFECT THEREIN, WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WE FURTHER EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT THE USE OF THE Platform WILL BE CONTINUOUS, UNINTERRUPTED OR ERROR-FREE, OR THAT ANY INFORMATION CONTAINED THEREIN WILL BE ACCURATE OR COMPLETE.
6. Warranties and Representations
6.1 You hereby warrant and represent that:
6.1.1 You shall not use the Platform intentionally in violation of applicable law or regulations or any third party rights including intellectual property rights;
6.1.2 You shall not use the license to the Platform granted herein to (a) distribute cracking, warez, ROM, virus, adware, worms, Trojan horses, malware, spyware or any other similar malicious activities and products or any other computer code, file, or program designed to interrupt, hijack, destroy, limit or adversely affect the functionality of any computer software, hardware, network or telecommunications equipment; (b) cause any network resource to be unavailable to its intended users, including, without limitation, via “Denial-of-Service” or “Distributed Denial-of-Service” attack; (c) distribute any unlawful content or encourage any unlawful activity; or (d) cause any damage or service disruption to any third party computers or service; and that
6.1.3 (a) The information provided by you when registering is up-to-date, and materially accurate; (b) you are responsible for maintaining and promptly updating your account information with us for accuracy and completeness and keeping such information (and any passwords) secure against unauthorized access; (c) you are solely responsible for all account activity; and (d) unless agreed otherwise or required by applicable law, any warranties provided in relation to your purchase only extend to you on the understanding that you are a user and not a reseller of the Service.
6.2 By accepting and agreeing to this Agreement and its Terms of Service electronically, you represent that you have read and understood all of the above.
7. Indemnity and Limitation of Liability
7.1 TO THE MAXIMUM EXTENT LEGALLY PERMITTED, WHETHER OR NOT WE ARE AWARE OR ADVISED OF THE POSSIBILITY OF DAMAGES, AND WHETHER OR NOT THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE (A) OUR AGGREGATE LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY) SHALL FOR ANY CLAIM OR DAMAGE OR SERIES OF SUCH IS LIMITED TO THE AMOUNT OF FEES ACTUALLY RECEIVED BY FROM CLIENT UNDER THIS AGREEMENT DURING THE ONE MONTH PERIOD TO THE EVENTS; AND (B) WE SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, OR COST OF COVER EVEN IF YOU HAVE INFORMED US IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
7.2 You shall indemnify and hold us and each of our shareholders, directors, officers, employees, agents and representatives harmless and without liability against any loss, liability, damages or claims resulting from your breach of any undertakings, warranties and representation pursuant to this Agreement and its Terms of Service and in relation to your use of the Platform.
7.3 Our liability under this Agreement for any claim or damage or series of such is limited to the amount of fees actually received by us from you under this Agreement during the one (1) month period to the Event.
8. Disclosure of Information
8.1 We shall have the right, but not the obligation, to monitor your use of the Platform for billing purposes and to verify no misuse or network abuse. We may share your relevant information with any authority in case of a complaint or lawsuit if we determine that it is necessary in order to comply with any law, regulation, subpoena or court order.
9. Amendments to this Agreement
9.1 Subject to the conditions set forth herein, we may, at our sole discretion, amend this Agreement at any time by sending you a revised version and we shall provide reasonable advance notice of any amendment that includes a substantial change.
9.2 Any revisions shall take effect on the noted effective date or when sent to you if there is no noted effective date (each, as applicable, the “Effective Date”).
9.3 Your continued engagement under this Agreement after the Effective Date of a revised version of this Agreement constitutes your acceptance of and agreement to be bound by the new terms as revised.
10. Temporary Suspension
10.1 We reserve the sole discretion to suspend your right to access or use of the Platform at any time, upon provision of notice, should we determine that: (a) your use of or registration for the Service (i) poses a security risk to the Platform or any third party, (ii) may adversely impact the Platform or any other one of our Clients, including by way of causing any person to be blocked from certain websites, networks or services, (iii) may subject us, our affiliates, or any third party to liability, or is in breach under any applicable laws or regulations, (iv) may be fraudulent, (v) may disparage or devalue or reputation or goodwill, or (vi) is in breach of the Terms of Service; or (b) you are in breach of this Agreement, including if you are delinquent on payment obligations pursuant to section five (5) of this Agreement.
11. Term and Termination
11.1 This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the terms of this Agreement.
11.2 Either party shall have the right to terminate this Agreement immediately at any time by providing the other party thirty (30) days in advance written notice, without thereby incurring any liability towards the other party.
11.3 We shall be entitled to terminate this Agreement immediately by written notice to you if (a) you commit any act or commission resulting in a suspension as described at section seven (7) above; (b) if you do not comply with any representation or warranty found in this Agreement; (c) if you engage in any action or activity that, in our sole discretion, places us at risk under any applicable laws or regulations.
11.4 We shall not be liable to you or to any third party for the termination of this Agreement.
11.5 Upon termination, any outstanding Consideration amounts shall immediately become due and payable, the license granted herein shall be immediately terminated and you shall immediately stop using the Platform.
12. General
12.1 This Agreement shall be governed by and construed in accordance with the laws of and courts of the United Kingdom shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
12.2 Compliance: you shall not violate any applicable local, national or foreign laws or third-party rights in relation to the operation of this Agreement. You hereby agree to comply with all applicable laws and regulations.
12.3 If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to any law, the remaining provisions shall remain in full force and effect as if said provision never existed.
12.4 Electronic Signature: a signed copy of this Agreement transmitted by any means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement for all purposes.
13. Definitions and Interpretations
13.1 In these terms:
“Agreement” means a legally binding contract between the parties to enter into a business relationship according to the terms of this agreement;
“Client” means a person who is paying for access to any of the services listed on our website for advertisement verification purposes.
“Consideration” means the sum of money owed based on the agreed monthly service usage, payable by you to us as a condition of use and access to the Service;
“Effective Date” means the date on which this Agreement and any subsequent amendments come into force;
“Event” means an incident resulting in consequential, special, indirect, or punitive damages or in loss of profits or revenue (whether in contract, tort, negligence or any other legal theory) in any way relating to this Agreement;
“Purpose” means use of the Platform solely for your business operation of web research and fraud detection;
“Service” means the features provided by sponsorly.com pursuant to this Agreement;
“Platform” means the service we provide pursuant to this Agreement that enables brands and creator collaboration;
“Terms of Service” means our terms of use in relation to the use of the Software and the Platform pursuant to the terms of this Agreement.