Sponsor Terms

These Sponsor Terms (the "Terms") govern the use of the SponsorSheep website at sponsorsheep.com, the SponsorSheep platform, the Bellwether Intel tool and the sponsorship booking services (together the "Platform") by sponsors who book placements. The Platform is operated by Revbox Ltd, a company registered in England and Wales (company no. 15434276) with its registered office at 71–75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom ("SponsorSheep", "we", "us").

The Terms are in four parts. Part A applies to your use of the Platform generally. Part B contains the sponsor terms. Part C applies to Bellwether Intel. Part D contains the legal provisions. Publishers use the Platform under our separate Publisher Terms, published at sponsorsheep.com/publisher-terms; if you act in both roles, both sets of Terms apply to the relevant activity.

By creating an account or using the Platform, you agree to these Terms on behalf of the business you represent and confirm that you are authorised to bind it. If you do not agree, do not use the Platform.

Part A — General terms

1. Who can use the Platform

1.1 The Platform is for businesses only. You must be at least 18 and act in the course of a business; consumers may not use it.

1.2 Accounts are opened on request and approved by us. We may accept or decline any application, and we may limit what an account can see or do until it is approved, at our discretion and without giving reasons. We may ask for information to verify your business or your authority to act.

1.3 You must provide accurate account information (business name, website, role, contact details, billing and tax details) and keep it up to date.

1.4 Acceptance. You accept these Terms when you create your account. After that, acceptance is automatic: any use of the Platform — logging in, making a Booking, or using Bellwether Intel — constitutes acceptance of the version of these Terms in force at that time, without any further step. The version in force is the one published at sponsorsheep.com/sponsor-terms with the effective date shown at the top; earlier versions remain available there with their effective dates. A Booking is governed by the version in force when it was made. Obligations that survive closure of your account (clause 18.2) continue to bind you as they stood in the version in force when your account closed.

2. Accounts and security

2.1 You are responsible for everything done through your account, including by your staff and contractors. Keep your credentials confidential, do not share accounts, and tell us promptly if you suspect unauthorised use.

2.2 We may suspend an account, or restrict access to particular features, where we reasonably believe it is being misused, is in breach of these Terms, presents a security or fraud risk, or where required by law. Where practicable we will tell you why and give you a chance to fix it.

3. Acceptable use

3.1 You must not: use the Platform for anything unlawful; scrape, crawl, copy or bulk-export Platform data other than through features we provide for that purpose; resell, sublicense or share your access or any Platform data with third parties (other than a Booking's performance reports, which you may share with the client for whom the Booking was made); reverse-engineer or interfere with the Platform; attempt to identify individual newsletter readers from any data we provide; or use the Platform to send unsolicited communications.

3.2 Content you upload or submit (including creatives, logos and landing pages) must be accurate, lawful, and yours to use, and must not infringe anyone's rights.

4. Our role

4.1 SponsorSheep is a marketplace and intermediary. We sell sponsorship placements to sponsors in our own name, and we buy those placements from publishers. Sponsors and publishers do not contract with each other for bookings made through the Platform, and we do not disclose their personal contact details to each other.

4.2 We do not control publishers' newsletters, editorial standards, send schedules or audiences, and we do not control sponsors' products or creatives. Information about newsletters (audience size, cadence, category) is provided by publishers or derived from public sources and is given in good faith without guarantee.

5. Fees and payment (general)

5.1 All amounts are in USD unless the Platform states otherwise, and are exclusive of VAT and similar taxes, which are added where applicable.

5.2 Card payments are processed by Stripe through its hosted payment form; we do not store card numbers. Bank transfers are made to the account details shown on our invoice. Each party bears its own bank charges.

5.3 Invoice disputes must be raised in writing within 14 days of the invoice date, stating the reason; undisputed amounts remain payable.

5.4 Where these Terms provide for a refund to a sponsor, we make it to the original payment method within 14 days of the event giving rise to it.

5.5 Amounts due to us under these Terms that are not paid when due bear interest under the Late Payment of Commercial Debts (Interest) Act 1998 from the due date until payment.

Part B — Sponsor terms

6. Booking a placement

6.1 The Platform lists newsletters, the placement types each offers (for example main sponsor, secondary, classified, dedicated send), the single-issue price of each placement type, and the packages available (for example 5 issues) at the package price. The price you pay for a Booking is its "Gross Booking Value". Prices and availability are set by publishers and may change until you book. Where a publisher has enabled another pricing mechanism for a placement (for example a time-limited discount or a multi-newsletter package), the price you pay is the price that mechanism produces, as shown in the Platform when you book. We may in future offer further mechanisms, such as auctions; the rules for any such mechanism will be published in the Platform before it is offered and form part of these Terms for Bookings made under it.

6.2 To book, you select a newsletter, placement type and package and pay the Gross Booking Value in full at the time of booking (a "Booking"). Payment is by card through Stripe or, where we agree, by bank transfer; a bank-transfer booking is not confirmed until cleared funds are received. We do not hold or reserve inventory before payment.

6.3 Once paid, the Booking is confirmed and accepted automatically, we issue a confirmation (the "Booking Confirmation") and we notify the publisher. The publisher may still decline you as a sponsor on editorial grounds within 3 business days of that notification (clause 7), in which case we refund the Booking in full or, if you prefer, offer you alternative inventory; that is your sole remedy in that case.

6.4 A Booking is for a number of issues of a placement type, not for specific dates. The publisher decides which of its upcoming issues carry your placement, and the Platform shows you each assigned issue and its send date once allocated; the first issue is assigned within 5 business days of the Booking being notified to the publisher and each issue at least 10 business days before it is sent, so that you have time to supply creative. Where the Platform shows availability for a particular period, a Booking may state a Delivery Window (for example a calendar month) within which all issues will run; where no Delivery Window is stated, issues run in the newsletter's normal cadence and in any event within 6 months of the Booking. If an issue is not run within the Delivery Window or that 6-month period for reasons not attributable to you, clause 9.3 applies to it.

6.5 A Booking Confirmation issued by us states the newsletter, placement type, number of issues, any Delivery Window or specific issue, Gross Booking Value, creative specifications and the creative-deadline rule. The Gross Booking Value is allocated equally across the issues unless the Booking Confirmation states otherwise.

6.6 Specific-issue bookings. Where the Platform offers specific-issue booking, you may book one named upcoming issue at the publisher's single-issue price (a "Specific-Issue Booking"). The publisher will allocate that issue to you. If it cannot (for example the issue is not sent, or the placement in it is no longer available), the next available issue of the same placement type is allocated to you instead; that substitution is your sole remedy, and no refund is due because the specific issue could not be allocated. Once the specific or substituted issue has been allocated, clause 9.3 applies to it in the ordinary way. The assignment deadlines in clause 6.4 do not apply to a Specific-Issue Booking. A specific issue can be booked only until its creative deadline; you must supply your creative with the Booking, and the publisher's decline right and creative review under clause 7 are exercised before the send date.

6.7 Booking for a client. If you book on behalf of a client (for example as an agency), you are our customer and are liable as principal for the Booking and for payment, whatever your arrangements with your client. You give the warranties and indemnities in clauses 7, 10 and 17 as principal, and you confirm that you have your client's authority to grant the licence in clause 10.2 over its creative and trademarks.

7. Editorial approval and creative

7.1 Publishers keep full editorial control and have the final say on what appears in their newsletter. A publisher may decline you as a sponsor within 3 business days of being notified of the Booking where you conflict with its editorial standards or applicable law. You may submit your creative and materials with your Booking or, for each assigned issue, by the creative deadline in clause 7.3. On receiving them the publisher reviews them and may propose corrections through the Platform (to wording, claims, links or format); you approve or reject each proposed correction, with comments, within 2 business days; a correction not rejected within that time is treated as approved. Approved corrections are applied. If you reject a correction, the publisher decides whether to accommodate your wishes and run the creative as submitted or, where the creative conflicts with its editorial standards or applicable law, decline it. The publisher will decline creative, if at all, within 3 business days of receiving it or your response to its suggestions; creative not declined within that time is treated as approved. You will be given one reasonable opportunity to revise declined creative. If you do not supply revised creative by the creative deadline (or, where that deadline has already passed, within 3 business days of the decline), clause 7.4 applies; if the revised creative is also properly declined, clause 7.2 applies. Where you supplied creative by the creative deadline and responded to each correction and decline within the time allowed, and the review is nevertheless not complete by the issue's send date, the placement moves to the publisher's next available issue at no cost to you; otherwise clause 7.4 applies.

7.2 If a Booking or an issue is cancelled because of a proper editorial decline, we refund the Gross Booking Value for the cancelled Booking or issue in full. That refund is your sole remedy for an editorial decline.

7.3 You must deliver creative that meets the specifications in the Booking Confirmation by the creative deadline for each assigned issue (which, unless stated otherwise, is 5 business days before that issue's send date). You are responsible for the accuracy, legality and non-infringement of your creative and landing pages, and for any claims made in them. Publishers may make minor formatting changes to match their template without asking; any change to your wording or message is proposed as a correction under clause 7.1 and is applied only if you approve it.

7.4 Late creative. If your creative (or compliant revised creative) is not received by the creative deadline, the publisher is not obliged to run it on the agreed date. We will try to place it in the next available issue; if the publisher reasonably cannot accommodate it, the slot is forfeited and the Gross Booking Value allocated to that issue is not refunded. If creative is not received within 10 business days after the creative deadline, or by the end of the Delivery Window or the 6-month period in clause 6.4 if earlier, the slot is forfeited on that date. This clause does not apply where the lateness was caused by us; clause 9.3 then applies.

8. Bookings are firm

8.1 A paid Booking is a firm commitment. You may not cancel it, and multi-issue packages may not be cancelled in whole or in part. If you withdraw, each unrun issue is forfeited on the date you tell us (or on its send date, if earlier) and no refund is due, except as set out in clause 8.2. A forfeited or released slot may be resold without any adjustment to your position.

8.2 We may, at our sole discretion, agree to release a Booking against a cancellation fee of at least 50% of the Gross Booking Value allocated to the unrun issues, refunding the balance. We are under no obligation to do so.

8.3 Once an issue has been assigned, its date may be changed only by the publisher for its own scheduling reasons (respecting the 10-business-day rule in clause 6.4) or by agreement through us; a Delivery Window may be changed only by agreement. Where the publisher has not assigned issues in time, we may assign them to its next available issues within the Delivery Window and the 10-business-day rule; if that is not possible, clause 9.3 applies.

8.4 Payment reversals. Because Bookings are firm, you must not initiate a chargeback or other payment reversal in respect of a Booking; doing so is a breach of clause 8.1. If a payment is reversed, the amount reversed remains payable together with any chargeback or reversal fees we incur, and we may suspend your account and withhold delivery of unrun issues until it is paid. If it is not paid within 30 days of our request, you are treated as having withdrawn from the Booking under clause 8.1.

9. Delivery, tracking and reporting

9.1 We verify delivery of each placement from the newsletter issue we receive as a subscriber. Where a placement carries tracking elements we supply (tracking links, pixels or similar), performance data (such as recipients, opens and clicks) is measured and reported through our infrastructure and is the authoritative record for the Booking. Where a placement does not carry our tracking elements, or our tracking does not capture a metric, performance data is reported by the publisher from its own email platform within 5 business days of the send; such data is clearly labelled in the Platform as "publisher-reported", is provided by the publisher and not verified by us, and is not warranted by us. Your own analytics may differ from either source because of methodology, timing and privacy tools.

9.2 We do not guarantee any level of opens, clicks, conversions or other results, and you are solely responsible for evaluating the return on your spend. Audience figures are provided by publishers and are not warranted by us.

9.3 Missed or defective sends. If, for reasons not attributable to you and other than under clause 7.4, an assigned issue is not sent, or a Delivery Window or the 6-month period in clause 6.4 passes with issues unrun, or the publisher declines to run the placement other than as permitted by clause 7, or a placement is sent with a material error attributable to the publisher (for example wrong link, wrong creative or wrong position), we will, within 5 business days of the missed or defective send (or of the lapse of the period), offer you a make-good placement of equivalent value in the next available issue. If you do not accept a make-good within 10 business days of our offer, we refund the Gross Booking Value for that placement. Make-good or refund is your sole remedy for a missed or defective send. Where a specific issue could not be allocated under clause 6.6, that clause applies instead of this one.

9.4 A send missed because of an event beyond the publisher's or our reasonable control (including an email-platform outage) is handled in the same way as clause 9.3.

10. Content standards

10.1 Creatives must not be misleading, defamatory, obscene, discriminatory or unlawful; must not promote illegal products or services, malware, or deceptive offers; must comply with advertising and consumer-protection law applicable to the audience they target; and must clearly identify the sponsor. Subject to the process and time limits in clause 7.1, we and publishers may reject any creative that does not meet these standards.

10.1A No sponsor tracking. Creative must not contain tracking pixels, scripts or other elements that collect reader data, other than the tracking elements we supply; UTM or similar parameters on your landing-page links are fine. A publisher may decline creative that breaches this clause under the process in clause 7.1.

10.2 You grant us a non-exclusive licence, with the right to sub-license to the relevant publisher, to use, reproduce and display your creative and trademarks as needed to deliver the Booking and to report on it.

10.3 Signed insertion orders. Where you and we sign an insertion order for a Booking, it incorporates these Terms and prevails over them only to the extent it expressly records a different term; these Terms otherwise continue to apply.

Part C — Bellwether Intel

11. Access

11.1 Bellwether Intel is our newsletter and sponsor intelligence tool. Access is granted to approved accounts and is currently free of charge with no time limit. We may introduce fees, plans or usage limits in the future on at least 30 days' notice; you will not be charged unless you agree to a paid plan.

11.2 Full access is granted after our review of your account; until then you may see a limited view.

12. Use of Bellwether data

12.1 Bellwether Intel is licensed to you for internal use in planning, buying or selling newsletter sponsorships within your business. You must not scrape, bulk-export, resell, redistribute or publish Bellwether data, use it to build a competing product or dataset, share your access with third parties, or use it to send unsolicited communications.

12.2 Bellwether data is derived from published newsletter issues and public sources and is provided "as is". We make reasonable efforts to keep it accurate and current but do not warrant that it is complete, error-free or up to date, and you should verify anything you rely on. Estimated reach, audience and trend figures are estimates.

12.3 We may change, suspend or withdraw features of Bellwether Intel at any time, and may suspend access for breach of this Part C.

Part D — General legal terms

13. Intellectual property

13.1 The Platform, Bellwether Intel, our data, software, trademarks and content are owned by Revbox Ltd or its licensors. You receive only the limited rights expressly set out in these Terms.

13.2 You keep ownership of your creatives, trademarks and other materials, and grant us the licences described in these Terms to provide the Platform.

13.3 We may name you as a customer or partner and use your logo in marketing and showcases unless you object in writing; a testimonial or quote naming an individual is used only with that person's consent. Feedback and suggestions you give us may be used without restriction or payment.

14. Confidentiality and data

14.1 Each party will keep the other's non-public commercial information confidential and use it only for the purposes of these Terms, for 3 years after the relationship ends; this does not cover information that is public (including information derived from published issues), already known, or required to be disclosed by law. We may use Booking, pricing and performance data in aggregated or anonymised form, combined with data from other users, for benchmarks, pricing guidance, market reports and product features that do not identify any user's individual prices or counterparties.

14.2 Personal data is handled as described in our Privacy Policy at sponsorsheep.com/privacy-policy. For tracking data collected through placements, we and the publisher are independent controllers; you receive aggregated performance data only and no subscriber personal data.

15. Warranties and disclaimers

15.1 Each party warrants that it has the authority to enter into these Terms and will comply with applicable law in performing them.

15.2 Except as expressly stated in these Terms, the Platform and all data, reports and services are provided "as is" and "as available", and we exclude all other warranties, whether express or implied, including as to merchantability, fitness for purpose, accuracy and results. We do not guarantee uninterrupted availability; the Platform may be unavailable for maintenance or for reasons outside our control.

16. Liability

16.1 Neither party is liable for loss of profit, loss of business, loss of data or any indirect or consequential loss.

16.2 Our total liability to a sponsor in respect of a Booking is limited to the Gross Booking Value paid for that Booking, and our total liability to a sponsor in any 12-month period is limited to the amounts paid by that sponsor in that period. Our total liability to a Bellwether Intel user who has made no Bookings is limited to USD 1,000.

16.3 These limits do not apply to either party's obligation to pay amounts due under these Terms (including refunds), or to liability for fraud, death or personal injury caused by negligence, or anything that cannot be limited by law.

17. Indemnity

17.1 Sponsors will indemnify us and the relevant publisher against third-party claims, and resulting losses and reasonable costs, arising from their creatives, landing pages, products or services, or their breach of clause 10. The indemnified party must give prompt notice of the claim, allow the indemnifying party to control its defence and settlement (no settlement admitting fault on the indemnified party's behalf without its consent), and provide reasonable cooperation.

18. Term, suspension and closure

18.1 These Terms apply from the date you first accept them and continue until your account is closed. You may close your account at any time by written notice (email is sufficient) with 30 days' notice; we may close an account on 30 days' notice, or immediately for material breach not remedied within 14 days of notice, insolvency, or a serious security, fraud or legal risk.

18.2 On closure: if you close your account with unrun Bookings you are treated as having withdrawn from them under clause 8.1 on the date of your closure notice, unless you ask for them to be delivered first, in which case your account stays open until they have run; if we close your account other than for your material breach, your unrun issues are delivered first or, at your choice, refunded, and if we close it for your material breach clause 8.1 applies as if you had withdrawn; and clauses 5, 8.4, 13, 14, 16, 17 and 19 continue to apply, in each case as they stood when the account closed (clause 1.4).

19. General

19.1 We may update these Terms. Material changes will be notified by email or through the Platform at least 30 days before they take effect, except where a change is required by law; minor changes are posted on the website. Changes do not affect Bookings already confirmed. Use of the Platform after a change takes effect is acceptance of it under clause 1.4; if you do not agree to a change, give notice to close your account before it takes effect; your account then closes on the date the change takes effect (rather than after 30 days) and the change does not apply to you; during any run-off period under clause 18.2 the version in force at your closure notice continues to apply notwithstanding clause 1.4.

19.2 We may assign these Terms without consent to a successor of the SponsorSheep business or in connection with a merger, acquisition or sale of assets; you may not assign without our written consent, except to a successor of your business.

19.3 Subject to clause 9.4, neither party is liable for delay or failure caused by events beyond its reasonable control, except payment obligations. These Terms, the Privacy Policy, any signed insertion order and each Booking Confirmation are the entire agreement between us on their subject matter. Notices go to the email addresses on the account. No third party has rights under these Terms (Contracts (Rights of Third Parties) Act 1999), except that a publisher named as an indemnified party in clause 17 may enforce that clause; the parties may vary or rescind these Terms without the consent of any third party (section 2(3)(a) of that Act). If any provision is unenforceable, the rest remains in effect. "Business day" means a day other than a Saturday, Sunday or public holiday in England. The parties are independent contractors.

19.4 These Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction, although either party may seek to enforce a payment obligation in the courts of the other party's country of incorporation.

20. Contact

Revbox Ltd (SponsorSheep), 71–75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom — through the contact form on sponsorsheep.com or by post.