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:

(i) Creative,

(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.

2 Policies.

Customer is solely responsible for its use of the Programmes (e.g., access to and use of Programme accounts and safeguarding usernames and passwords) (“Use”). Programme Use is subject to applicable OurField policies available at terms.ourfield.com and privacy.ourfield.com In connection with the Programme, OurField will comply with the OurField Privacy Policy. Customer authorizes OurField to modify Brand Image as described in Policies.

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.

7 Disclaimers.

No conditions, warranties or other terms apply to any Programme or to any other goods or services supplied by OurField or its Affiliates under the Terms unless expressly set out in the Terms. To the fullest extent permitted by law, no implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description). None of OurField, its Affiliates or OurField’s Partners makes any guarantee in connection with the Programmes or Programme results.

8 Limitation of Liability.

(a) Nothing in the Terms or any IO will exclude or limit either party’s liability: (i) for death or personal injury resulting from the negligence of either party or their servants, agents or employees; (ii) for fraud or fraudulent misrepresentation; (iii) under Clause 10 (Indemnification); (iv) for Customer’s breach of Clauses 3(a), 5(c), 12(d) or the last sentence of Clause 1, (v) for payment of sums properly due and owing to the other in the course of normal performance of the Terms; or (vi) for anything which cannot be excluded or limited by law. (b) Neither party shall be liable under or in connection with these Terms or any IO (whether in contract, tort, including, without limitation, negligence or otherwise) for any: (i) loss of profit; (ii) loss of anticipated savings; (iii) loss of business opportunity; (iv) loss of or corruption of data; (v) loss or damage resulting from third party claims; or (vi) indirect or consequential losses; suffered or incurred by the other party (whether or not such losses were within the contemplation of the parties at the date these Terms were accepted by Customer). (c) Subject to sub-clauses 9(a) and (b) above, each party's aggregate liability to the other arising from any given event or series of connected events under or in connection with the Terms, shall be limited to the greater of: (i) the amount paid or payable by Customer to OurField under the Terms in the three months immediately preceding the month in which the event (or first in a series of connected events) occurred and (ii) £25,000.

9 Indemnification.

Customer will defend, indemnify and hold harmless OurField, its Partners, agents, Affiliates, and licensors from any third party claim or liability arising out of or related to Targets, Creative, Destinations, Services, Use and/or breach of these Terms by Customer. Partners are intended third party beneficiaries of this Clause.

10 Term and termination.

OurField may add to, delete from or modify these Terms at any time. The modified Terms will be posted sponsorship.ourfield.com Customer should look at these Terms regularly. The changes to the Terms will not apply retroactively and will become effective 7 days after posting. However, changes specific to new functionality or changes made for legal reasons will be effective immediately upon notice. Either party may terminate these Terms at any time with notice to the other party, but (i) campaigns not cancelled under Clause 4 and new campaigns may be run and reserved and (ii) continued Programme Use is, in each case subject to OurField’s then standard terms and conditions for the Programme available at sponsorship.ourfield.com. OurField may suspend Customer’s ability to participate in the Programmes at any time. In all cases, the running of any Customer campaigns after termination is in OurField’s sole discretion. From time to time Customer may have digital sponsorship credits or other unclaimed funds within the Programme account ("Digital Sponsorship Credits"). Unless used by the applicable expiration date, Digital Sponsorship Credits will expire and not be available to the Customer, according to the following schedule: (a) Digital Sponsorship Credits issued pursuant to Clauses 3 or 6 above will expire if not used by the relevant Use By Date; (b) Digital Sponsorship Credits provided by OurField for promotional purposes will expire if not used by the relevant date in the promotion or during the time period specified in such promotional terms and conditions, and (c) Digital Sponsorship Credits not otherwise covered by (a) or (b) will expire if not used within 3 years of the date when such Digital Sponsorship Credits became available to Customer within the Digital Sponsorship Programme.

11 Miscellaneous.

(a) These Terms are governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning these Terms or the Programmes. (b) Nothing in these Terms will limit a party’s ability to apply to any court to seek equitable relief. (c) Subject to Clause 9(a)(ii), these Terms set out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into these Terms neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in these Terms. (d) No party may make any public statement regarding the relationship contemplated by these Terms (except when required by law). (e) All notices of termination or breach must be in writing addressed to the other party’s Legal Department (or if it is not known if the other party has a Legal Department then to the other party's primary contact). The email address for notices being sent to OurField’s Legal Department is legal-notices@OurField.com. All other notices must be in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable). These notice requirements do not apply to legal service of process, which is instead governed by applicable law. (f) Except for modifications to these Terms by OurField under Clause 11, any amendment must be agreed to by both parties and expressly state that it is amending these Terms. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms. If any term (or part of a term) of these Terms is invalid, illegal or unenforceable, the rest of these Terms will remain in full force and effect. (g) Neither party may assign any part of these Terms without the written consent of the other party, except to an entity that directly or indirectly controls, is controlled by, or is under common control with the assigning party but only where (I) the assignee agrees in writing to be bound by these Terms, (II) the assigning party remains liable for obligations under these Terms if the assignee defaults on them, and (III) the assigning party has notified the other party of the assignment. In addition, OurField may assign any debt which is owed to OurField by Customer to a third party without the consent of the Customer. Any other attempt to transfer or assign is void. (h) Except as expressly listed in Clause 10, there are no third-party beneficiaries to these Terms. (i) These Terms do not create any agency, partnership or joint venture among the parties. (j) Clauses 1 (last sentence only) and 7 to 12 will survive termination of these Terms. (k) Except for payment obligations, no party or any entity that directly or indirectly controls, is controlled by, or is under common control with, that party from time to time is liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.