WinkBall | Business Registration

These Terms & Conditions govern the sponsorship of content through the WinkBall online platform. WinkBall is provided by Independent Global Reporter Network Ltd (the "Company"). You can sign up to sponsor WinkBall content in a number of different ways, including: (i) with the Company directly; (ii) with one of the Company's network of Members (as defined below); or (iii) using the Company's online Business Account Platform (as defined below). Whichever way you choose to sign up, you agree that these Terms & Conditions will apply to your sponsorship of content on WinkBall. Any individual completing a Sponsorship Request (as defined below) on behalf of a company or other organisation represents and warrants to the Company that they have read these Terms & Conditions and has the necessary authority to legally bind their company or organisation to these Terms & Conditions.

1. DEFINITIONS

1.1 In these Terms & Conditions, unless the context otherwise requires, the following terms will have the following meanings:

Applicable Laws	means all applicable laws, statutes, statutory instruments, regulations, codes of practice and guidance and all judgments, decisions, orders, notices or decisions of a competent court, tribunal or regulator;
Business Account	means an account registered in your name which grants you access to the Business Account Platform;
Business Account Platform	means the Company's online business account platform, providing sponsors with details of existing and planned Content available for sponsorship from time to time, including any updates, new versions or new releases thereof which the Company (in its discretion) may choose to make from time to time;
Business Day	means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Confidential Information	means all information in whatever form received or obtained by you from the Company as a result of, or in connection with, these Terms & Conditions other than: (i) any information which was rightfully in your possession prior to the disclosure by the Company and acquired on a non-confidential basis from sources other than the Company; and (ii) any information which is in the public domain other than as a result of a breach of these Terms & Conditions;
Content	means content, in any form, produced by or on behalf of the Company and/or its Members and which is available to be sponsored under these Terms & Conditions, including video clips, graphics, photographs, images, audio files and any other materials contained therein, whether or not protected by copyright;
Data Protection Legislation	means: (i) prior to 25 May 2018, the UK Data Protection Act 1998 and the Data Protection Directive (95/46/EC); and (ii) on and after 25 May 2018, EU Regulation 2016/679 (General Data Protection Regulation) or any equivalent or similar legislation implemented in the United Kingdom following the United Kingdom's withdrawal from the European Union;
Fees	means the sponsorship fees payable by you to the Company in respect of any item of Content, as notified to you by or on behalf of the Company in respect of each Sponsorship Request;
Group	means, in relation to a company, that company and any parent undertaking of that company and all subsidiary undertakings of that company and its parent undertakings;
Intellectual Property Rights	means all trademarks, service marks, trade and business names, domain names, design rights, copyright, moral rights, rights in databases, rights in inventions, patents, logos, rights to sue for passing off, trade secrets, rights in know-how, rights in Confidential Information and other intellectual property rights, in each case whether registered or unregistered and including applications for the grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world;
Loss	means damages, losses, liabilities, costs, claims or expenses of any kind (including legal costs);
Member	means the finders, reporters and editors that are or become members of WinkBall for the purpose of working on or towards the production of Content;
Personnel	means any directors, officers, employees, agents, contractors, sub-contractors or professional advisers of a Party of other member of its Group;
Rights	means the sponsorship rights granted to you under these Terms and Conditions, further details of which are set out in clause 2.1;
Sponsorship Request	means a request from you to the Company, which may be made directly, through a Member or via the Business Account Platform, to become a sponsor of any item of Content;
VAT	means value added tax charged in accordance with the Value Added Tax Act 1994 (as amended) together with any related interest penalties, fines and charges or any equivalent sales tax or duty in any other jurisdiction in which the Service is provided or received; and
WinkBall	means the Company's proprietary WinkBall platform.

1.2 Unless the context otherwise requires, references in these Terms & Conditions to: the singular will include the plural and vice versa; a "person" will be construed as a reference to any individual, firm, company (including, without limitation, a limited liability company), corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing;

1.2.1 the singular will include the plural and vice versa;
1.2.2 a "person" will be construed as a reference to any individual, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing;
1.2.3 a "company" will include a reference to any body corporate;
1.2.4 a "Party" will mean a party to these Terms & Conditions;
1.2.5 "you" (and derivative terms) refers to the company or other person agreeing to be bound by these Terms & Conditions with the Company;
1.2.6 references in these Terms & Conditions to the term "including" will be construed as meaning "including without limitation";
1.2.7 any statute or statutory provision will, unless the context otherwise requires, be construed as a reference to such statute or statutory provision (including all instruments, orders or regulations made thereunder or deriving validity therefrom) as in force at the date of acceptance of these Terms & Conditions and as subsequently amended, substituted , re-enacted or consolidated; and
1.2.8 any time or date will be construed as a reference to the time or date prevailing in England.

2. GRANT OF RIGHTS

2.1

Subject to your compliance with the requirements set out in the remaining provisions of this clause, in consideration for you paying the Fees to the Company in respect of an item of Content, the Company will grant you the Rights for such Content. The Rights include the right to become and be identified as the exclusive sponsor of the applicable item of content and a perpetual, non-exclusive, non-transferable and non-sub-licensable licence for you to access, download and display or otherwise make available the applicable item of Content through any website and/or mobile or tablet application which you or your Group may own or operate, through any of your social or digital media channels, and/or through any other media channels which you may agree with the Company in writing.

2.2

In order to become a sponsor of any item of Content, a Sponsorship Request must first be completed and submitted to the Company. You can complete a Sponsorship Request yourself and submit it to the Company directly or using the Business Account Platform or, alternatively, a Member can complete and submit a Sponsorship Request on your behalf.

2.3

Each Sponsorship Request submitted to the Company will represent an offer by you to purchase the Rights in respect of the applicable item of Content in accordance with these Terms & Conditions. The Sponsorship Request will only be deemed to be accepted when the Company communicates acceptance to you in writing or via the Business Account Platform.

2.4

All rights relating to Content which are not expressly granted to you pursuant to these Terms & Conditions are expressly reserved to the Company.

3. BUSINESS ACCOUNT PLATFORM

3.1

If you are the holder of a Business Account, the Business Account Platform will provide you with information on current and upcoming sponsorship opportunities. You can choose to sponsor any item of Content by submitting a Sponsorship Request to the Company through the Business Account Platform.

3.2

Access to and use of the Business Account Platform is on an "as is" and "as available" basis. To the fullest extent permitted by Applicable Laws, the Company expressly disclaims any representation or warranty of any kind, express or implied, as to the uptime, accuracy, reliability, availability, delivery, or non-infringement of the Business Account Platform and/or its fitness for any particular purpose. The Company reserves the right to make changes and modifications to the Business Account Platform from time to time.

4. FEES

4.1

In consideration for the Company granting you the Rights in respect of any item of Content, you agree to pay the Fees to the Company.

4.2

The Fees will become due and payable immediately upon the Company's acceptance of a Sponsorship Request from you in accordance with clause 2.3. If you do not pay all the applicable Fees due within 14 days of such date, the Company may cancel your Sponsorship Request and re-market the Rights. Alternatively, in respect of any item of Content which has not yet been produced at the time the Sponsorship Request is submitted ("Forward-Looking Content"), the Company may, at its discretion, elect to delay the production of the Forward-Looking Content unless and until all applicable Fees have been paid.

4.3

If you are the holder of a Business Account, the Company may withdraw your Business Account and/or block your access to the Business Account Platform if at any time you fail to pay any Fees due to the Company by their due date.

4.4

The Fees are exclusive of VAT, which will (if required) be payable by you at the appropriate rate at the same time as payment is made of the Fees.

5. INTELLECTUAL PROPERTY RIGHTS

5.1

All rights, interest and title in and to any Intellectual Property Rights created, developed, used, or subsisting in the Content will be the absolute property of and will vest in and remain vested in the Company.

5.2

Save as otherwise expressly set out in these Terms & Conditions, you will not receive any right, title or interest in respect of the Intellectual Property Rights owned or controlled by the Company or any member of its Group.

5.3

You agree to indemnify and hold the Company and its officers, directors, employees and agents, harmless from and against any and all Loss that they may suffer or incur as a result of your unauthorised use or modification of any Content or infringement of any of the Company's Intellectual Property Rights.

6. DATA PROTECTION

6.1 In this clause 7, the terms “data controller”, "data processor", "personal data", “data subject” and "processing" (and its derivatives) will be as defined in the Data Protection Legislation. To the extent that either Party processes personal data on behalf of the other Party, the Parties acknowledge that for the purposes of the Data Protection Legislation and this clause 7, the Party processing the personal data will be the "data processor" and the other Party will be the "data controller".

6.2 The data processor will only process personal data on behalf of the data controller in accordance with the data controller's written instructions (which will include the provisions of these Terms & Conditions) or where required to do so by Applicable Laws (provided that the data processor has, prior to the relevant processing, informed the data controller of such requirement (unless any Applicable Laws prohibit such notification)). Notwithstanding the foregoing, the data processor will promptly inform the data controller if, in its opinion, an instruction given by or on behalf of the data controller infringes the Data Protection Legislation.

6.3 Each Party agrees that it will at all times comply with all requirements applicable to it under the Data Protection Legislation (whether acting in its capacity as data controller or data processor).

6.4 Neither Party will do anything (or omit to do anything) which will put the other Party in breach of its obligations under the Data Protection Legislation.

6.5 The data processor will, in addition to the measures put in place by the data controller, implement and maintain all appropriate technical and organisational security measures:

6.5.1 to ensure a level of security appropriate to the risk to the relevant personal data when it is processed by the data processor;
6.5.2 to protect the relevant personal data from accidental or unlawful destruction, loss, alteration, damage, unauthorised disclosure or access; and
6.5.3 to assist the data controller in the fulfilment of its obligations to respond to requests from data subjects exercising their rights under the Data Protection Legislation.

6.6 The data processor will:

6.6.1 provide all assistance to the data controller as is reasonably requested to enable the data controller to comply with its obligations pursuant to the Data Protection Legislation;
6.6.2 take all reasonable steps to ensure that access to the relevant personal data is limited to those Personnel who require access to it for the purpose of complying with the data processor's obligations under these Terms & Conditions and that such Personnel are bound by enforceable obligations of confidentiality; and
6.6.3 not process or transfer the data controller's personal data outside of the European Economic Area (or permit such personal data to be so processed or transferred) unless: (i) it has obtained the data controller's prior written consent; and (ii) it takes all such measures as are required by the data controller to ensure such processing or transfer is in compliance with the Data Protection Legislation.

6.7 Each Party will indemnify the other Party against all losses that the other Party or any member of the other Party's Group may suffer arising out of, or in connection with, any breach by such indemnifying Party of its obligations under this clause 6.

7. CONFIDENTIALITY

7.1 Subject to clause 8.2, you agree that will treat in confidence all Confidential Information and will not:

7.1.1 disclose, in whole or in part, Confidential Information to any other person; or
7.1.2 use Confidential Information for a purpose other than for the exercise of your rights, or the performance of your obligations, under this Agreement.

7.2 Notwithstanding the provisions of clause 8.1, you may disclose Confidential Information:

7.2.1 to your own Personnel but only as strictly necessary for the proper performance of this Agreement and conditional upon any such Personnel being informed of the confidential nature of the Confidential Information and you procuring that such Personnel comply with the provisions of clause 8.1 as if they were Parties to these Terms & Conditions; and
7.2.2 where it is required to be disclosed pursuant to Applicable Laws or the rules of any relevant stock exchange, provided that the Company (if it is lawful to do so) is given reasonable advance notice that such disclosure is to be made (such notice to contain reasonable details of the disclosure being made and the reasons for it).

7.3 If you become aware of any breach of confidence or unauthorised use of Confidential Information by any of your Personnel, you will promptly notify the Company.

7.4 Following termination of these Terms & Conditions, you will, if requested to do so by the Company and as soon as reasonably practicable, procure that all Confidential Information in your possession or control is returned, deleted or destroyed (save to the extent prohibited by Applicable Laws) in accordance with the written instructions of the Company and confirm in writing to the Company that you have done so.

7.5 You undertake to apply to the Confidential Information at least the same security measures and degree of care as you apply to your own confidential information.

7.6 The provisions of this clause 8 will survive the termination of these Terms & Conditions (howsoever caused) and the return, deletion or destruction of the Confidential Information.

8. WARRANTIES

8.1 You warrant and represent that you have and will maintain the full power and authority to enter into and perform your obligations under these Terms & Conditions and that you have obtained and will continue to maintain all necessary consents, authorisations, licences, approvals, exemptions and waivers (however described) in respect thereof.

8.2 You further warrant and represent that these Terms & Conditions do not conflict with and are not inconsistent with any agreement to which you (or any member of your Group) is or becomes a party.

9. RESTRICTIONS

You agree that, for the duration of these Terms & Conditions, and for a period of 12 months thereafter, you will not (except with the prior written consent of the Company) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment or engagement of the Company any Member or any other Personnel of the Company, in each case other than by means of a national advertising campaign open to all comers and not specifically targeted at Members or other Personnel of the Company.

10. LIABILITY

10.1 Subject to clause 10.3, the Company will not be liable to you (whether such liability arises in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise) for:

10.1.1 any loss of profit, business or revenue, loss of or damage to data, loss of anticipated savings or interest, loss of or damage to reputation or goodwill or for any indirect, incidental, punitive, special or consequential Loss; and/or
10.1.2 any Loss arising from a failure or delay of the Company in performing its obligations under these Terms & Conditions to the extent that such failure or delay was caused or contributed to by your act or omission.

10.2 Subject to clause 10.3, in no event will the Company be liable for any Loss in excess of the aggregate amount of Fees that the Company has received from you in the 12 months' immediately prior to the occurrence of the event giving rise to the Loss.

10.3 Nothing in these Terms & Conditions will exclude the liability of the Company arising out of the fraud and/or fraudulent misrepresentation of the Company and/or death or personal injury resulting from its negligence.

10.4 Except as otherwise expressly provided in these Terms & Conditions, all warranties, conditions, undertakings or other similar terms implied by statute, common law or custom are excluded to the fullest extent permitted by law.

11. TERMINATION

11.1 Without prejudice to any other rights that it may have, the Company may take any action it deems appropriate if you are in breach of these Terms & Conditions by giving you immediate written notice, including: (i) cancelling any Sponsorship Request; (ii) suspending or terminating your access to the Business Account Platform; or (iii) terminating these Terms & Conditions.

11.2 Either Party may terminate these Terms & Conditions without cause by giving at least 30 days' written notice to the other Party.

11.3 Upon the suspension or termination of these Terms & Conditions, your right to use the Business Account Platform will immediately cease and all outstanding sums then due to the Company will become immediately payable. The Company will not have any obligation to reimburse or refund any Fees that you have already paid to it as at the date of termination or suspension.

12. GENERAL

12.1 The Company reserves the right to amend these Terms & Conditions at any time without prior notice. The Company will provide you with written notice of any such amendments.

12.2 The Company may assign any of its rights or sub-contract any of its obligations under these Terms & Conditions to any one or more persons.

12.3 No failure or delay by the Company or time or indulgence given in exercising any of its remedies or rights under these Terms & Conditions will operate as a waiver of the same, nor will any single or partial exercise of any other remedy or right. No waiver by the Company of any particular breach of the provisions of these Terms & Conditions will operate as a waiver of any repetition of such breach.

12.4 If any provision of these Terms & Conditions is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of these Terms & Conditions.

12.5 Any rights or obligations under these Terms & Conditions which are expressly or impliedly stated to survive will survive the termination of these Terms & Conditions.

12.6 No provisions of these Terms & Conditions are intended to confer rights upon any third party pursuant to the Contracts (Rights of Third Parties) Act 1999. No person other than a Party to these Terms & Conditions, its successors and permitted assignees, will have any rights to enforce any of the provisions contained herein.

12.7 These Terms & Conditions will be governed by, and construed in accordance with, the laws of England and Wales, and the Parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England in respect of any claim or matter arising under or in connection with these Terms & Conditions.

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