OurField Digital Sponsorship Terms
These OurField Digital Sponsorship Terms (“Terms”) are entered into by OurField Limited a company registered in England and Wales under company number 09647641 with registered office at Technology Court, Bradbury Road, Newton Aycliffe, Country Durham, DL5 6DA, United Kingdom (“OurField”) and the entity executing these Terms or that accepts these Terms electronically (“Customer”). These Terms govern Customer’s participation in OurField’s advertising programmes and services (i) that are accessible through the account(s) given to Customer in connection with these Terms or (ii) that reference or are referenced by these Terms (collectively, “Programmes”).In consideration of the foregoing, the parties agree as follows:
1 Programmes.Customer authorizes OurField and any entity that directly or indirectly controls, is controlled by, or is under common control with, OurField from time to time (“Affiliates”) to place Customer’s Digital Sponsorship (“Digital Sponsorship”) materials and related technology (collectively, “Brand Image” or “Creative”) on any content or property (each a “Property”) provided by OurField or its Affiliates on behalf of itself or, as applicable, a third party (“Partner”).
Customer is solely responsible for all:
(ii) digital sponsorship or targeting decisions (e.g. player selection or audience filtering) (“Targets”),
(iii) Properties to which Creative directs viewers (e.g., landing pages) along with the related URLs and redirects (“Destinations”) and
(iv) services and products advertised on Destinations (collectively, “Services”).
The Programme is adigital sponsorship platform on which Customer authorizes OurField to use automated tools to place their Property. In these Terms a “Digital Sponsor” is an entity whose Brand Image (whether created by itself or by a third party on its behalf) are placed by Customer through a Programme. OurField and its Affiliates may make available to Customer certain optional Programme features to assist Customer with the selection and generation of Targets and Creative. Customer is not required to authorize use of these optional Targeting and Creative features and, as applicable, may opt-in to or opt-out of usage of these features, but if Customer uses these features then Customer will be solely responsible for the Targets and Creative. OurField or Partners may reject or remove a specific Digital Sponsorship placement or Target at any time for any or no reason. OurField and its Affiliates may modify or cancel Programmes at any time. Customer acknowledges that OurField or its Affiliates may participate in Programme auctions in support of its own services and products. Some Programme features are identified as “Beta,” or as otherwise unsupported or confidential (collectively, “Beta Features”). Customer may not disclose any information from Beta Features or the terms or existence of any non-public Beta Features.
Customer will not, and will not authorize any third party to,
(i) generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions,
(ii) conceal conversions for Programmes where they are required to be disclosed,
(iii) use any automated means or form of scraping or data extraction to access, query or otherwise collect OurFielddigital sponsorship related information from any Property except as expressly permitted by OurField, (iv) advertise substances, services, products or materials which contravene applicable laws and regulations in any country in which their “Profile” are displayed, Brand Image placed or otherwise made available;
(v) violate any technical specifications posted on any Property, and/or the Policies, or
(vi) engage in any other illegal or fraudulent business practice under the laws of any state or country where an Creative is made available. Customer will direct communications regarding Creatives on Partner Properties under these Terms only to OurField.
3 Brand Image Serving.(a) Customer will not provide Brand Images containing malware, spyware or any other malicious code or knowingly breach or circumvent any Programme security measure.
(b) Digital Sponsorhip clicksare billed on a cost-per-click (CPC) basis entered by Customer in the Programme user interface.
4 Digital Sponsorship Cancellation.Unless a Policy, the Programme user interface or an agreement referencing these Terms (an “IO”) provides otherwise, either party may cancel any Digital Sponsorship at any time before Brand Image placement, but if Customer Cancels Digital Sponsorship after a commitment date provided by OurField (e.g., a reservation-based campaign), then Customer is responsible for any cancellation fees communicated by OurField to Customer (if any) and the Brand Image may still be published. Cancelled Digital Sponsorship will generally cease serving within 8 business hours or as described in a Policy or IO, and Customer remains obligated to pay all charges resulting from served Brand Images (e.g., fees based on conversion).
Customer must effect cancellation of Brand Images
(i) online through Customer’s account if the functionality is available,
(ii) if this functionality is not available, with notice to OurField via email to Customer’s account representative or
(iii) if Customer does not have an account representative, with notice to OurField via email to brand.support@OurField.com.
Customer will not be relieved of any payment obligations for Creative not submitted or submitted by Customer after the due date provided by OurField. OurField will not be bound by a Customer provided insertion order or other Customer provided terms and conditions.
5 Warranty and Rights.Each party warrants to the other that it will use reasonable skill and care in complying with its obligations under these Terms.
Customer warrants that
(a) it holds, and hereby grants OurField, its Affiliates and Partners, the rights in Creative, Destinations and Targets for OurField, its Affiliates and Partners to operate the Programmes,
(b) all information and authorizations provided by or on behalf of Customer are complete, correct and current, and
(c) Use, the Services or Destinations will not: (i) violate or encourage violation of any law or applicable regulation or code of practice (including the CAP Code in the UK and any equivalent advertising standards code of practice in any other jurisdiction); or (ii) infringe any intellectual property rights of any third party and or contain any material which may be harmful, abusive, obscene, threatening or defamatory. Customer authorizes OurField and its Affiliates to automate retrieval and analysis of Destinations for the purposes of the Programmes. OurField will provide Digital Sponsor with reporting data no less than on a monthly basis, that discloses absolute monies spent on OurField and performance (at a minimum: cost and number of clicks of users on the account of that Customer Profile) in a reasonably prominent location. OurField may, upon request of Customer, share Digital Sponsorship specific information with Customer.
6 Payment.Customer will pay all charges incurred in connection with the Programme, in immediately available funds or as otherwise approved by OurField, within a commercially reasonable time period specified by OurField (e.g., in the Programme user interface or IO). If payment is not made when due, OurField may charge interest at the rate of 2% per annum above the prevailing base rate of Barclays Bank PLC from the due date until the date of actual payment, whether before or after judgment. Charges are exclusive of taxes.
Customer will pay (i) all taxes and other government charges and (ii) reasonable expenses together with legal and other professional fees OurField incurs in collecting late payments.
Charges are solely based on OurField’s measurements for the Programmes and the applicable billing metrics (e.g., clicks or impressions). Any portion of a charge not disputed in good faith must be paid in full. No party may offset any payment due under these Terms against any other payment to be made under these Terms. OurField may, in its sole discretion, extend, revise or revoke credit at any time. OurField is not obligated to deliver any Digital Sponsorship in excess of any credit limit. If OurField delivers Brand Images but does not deliver those Brand Images to the selected Targets, then Customer’s sole remedy for OurField’s failure to deliver those Brand Images to the selected Targets is to make a claim for Digital Sponsorship credits within the Claim Period, after which OurField will issue the credits following claim validation which must be used by the Use By Date. Customer understands that third parties may generate impressions or clicks on Customer’s Brand Images for prohibited or improper purposes and that its sole remedy is to make a claim for Digital Sponsorship credits within the Claim Period, after which OurField will issue the credits following claim validation which must be used by the Use By Date.
TO THE FULLEST EXTENT PERMITTED BY LAW, (A) CUSTOMER WAIVES ALL CLAIMS RELATING TO ANY PROGRAMME CHARGES UNLESS A CLAIM IS MADE WITHIN THE CLAIM PERIOD AND (B) THE ISSUANCE OF DIGITAL SPONSORSHIP CREDITS (IF ANY) IS AT OURFIELD’S REASONABLE DISCRETION AND IF ISSUED, MUST BE USED BY THE USE BY DATE AND WHERE IF USE BY DATE HAS NOT BEEN SPECIFIED DIGITAL SPONSORSHIP CREDITS ARE ONLY VALID FOR ONE YEAR AFTER THEIR ISSUE DATE.
Customer acknowledges and agrees that any account, credit card and related billing and payment information which Customer provides to OurField may be shared by OurField with companies who work on OurField's behalf solely for the purpose of performing credit checks, effecting payment to OurField, collecting debts owed to OurField and/or servicing Customer's account.