1. Outline of Terms
The Content Provider provides videos, images, articles, highlights or video streaming (collectively called the “Content”).
Formulr provides a website, mobile applications, and other services (collectively the “Services”) that uses the Content.
The parties agree that Formulr Services will host and use the Content as provided by the Content Provider.
The parties agree that Formulr can display advertisements with the Content for pages containing the Content.
2. Contract Period
These Terms shall remain in force subject to Content Provider maintaining an active Verified Profile from the date of these Terms for a period of 24 months and shall continue thereafter until terminated by either party giving not less than 30 days notice in writing.
Notwithstanding the clause above, the parties further agree that these Terms may be terminated before the expiry of the Initial Term in accordance with clause 7 of these Terms.
The Content Provider be deemed to have an active Verified Profile on Formulr’s Services if Content has been posted on the Service in the last 30 days.
3. Content Terms
4. Advertisements – Commission Payments
Formulr agrees to pay to the Content Provider a commission of 30% of advertisement revenue (“Revenue Sharing Commission”), net of any direct taxes or transaction charges, on the following types of advertising:
(a) Pre-roll, mid-roll and post-roll advertising displayed with the Content Provider’s videos, highlights or video streaming,
(b) Advertising included within articles supplied by the Content Provider,
(c) Sponsored Advertisements displayed on the Content Providers individual Profile.
Advertising must be fully paid before Revenue Sharing Commission shall be due for payment.
Formulr may employ a reputable agency (“Third Party Agent”) to sell the advertising inventory on behalf of Formulr. The amount of advertising revenue subject to Revenue Sharing Commission shall be nett of any fees charged by such Third Party Agent.
5. Advertisements –Reports and Payment
Within the period of thirty days after the end of each calendar month Formulr shall make payment and email to the Content Provider a Monthly Report containing the amount of Revenue Sharing Commission payable.
Payment shall be made by electronic bank transfer. Payments in currencies other than GBP may incur fees which will be deduced from the Referral Commission.
6. Loss or Deterioration of Service
In the event of system failure, loss of access or deterioration in service the defaulting party shall take all reasonable steps to restore or rectify the service. The non-defaulting party shall not be entitled to any form of compensation.
Either party may terminate these Terms immediately in the event that:
(a) Either party commits a serious, grave or material breach or persistent breaches of these Terms including non-performance, default or neglect of their duties, responsibilities and obligations under these Terms, and
(b) Such breach remains unremedied for a period of 14 days from written notice given by the other party specifying the breach and requiring it is remedied.
(c) Furthermore these Terms may be terminated in the event that:
- Either party becomes subject to an administration order or goes into liquidation, (other than for the purpose of amalgamation or reconstruction), or
- Has a receiver appointed to administer any of their property or assets, or
- Ceases or threatens to cease to carry on business, or
- Makes any voluntary agreement or enters into a compromise for the benefit of their creditors, or
- Fails to make payment in accordance with the terms of these Terms.
Any termination of these Terms shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of (or giving rise to) such termination and to those provisions of these Terms which are by their construction intended to survive such termination (including, without limitation, clause 9, and this clause 7).
Neither party shall be liable for or be in breach of these Terms by reason of any delay in performance or failure to perform these Terms (except with respect to payment obligations) which results from matters which are beyond either party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence.
Any notice given by either of the parties under these Terms shall be served on the other party and addressed to that party’s signatory by email, personal delivery, pre-paid recorded delivery, first-class post.
Any such notice shall be deemed to be effectively served as follows:
(a) In the case of service by pre-paid recorded delivery or first-class post 48 hours after posting,
(b) In the case of service by email on the next working day.
Both parties shall keep confidential the specific terms of these Terms and not disclose them save to such employees or contractors as need to know the relevant information for the purposes of performing these Terms. The parties agree that all information marked “Confidential”, or where not marked it is reasonable to judge such information as confidential, shall not be disclosed for a period of 2 years after the expiry of these Terms, except where such disclosure is required by law or by order of a court in the jurisdiction of England. The parties further agree that all information marked as a “Trade Secret” and reasonably judged to constitute a trade secret shall not be disclosed at any time during or after the expiry of these Terms, except where such disclosure is required by law or by order of a court in the jurisdiction of England. Confidential information and Trade Secrets shall consist of, but not necessarily be limited to: technical, commercial, financial, operational, marketing or promotional information or data.
10. Limitation of Liability
Neither party shall be liable to the other under these Terms in contract, tort, or otherwise (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise for any loss of business, contracts, profits or anticipated savings or for any indirect or consequential or loss whatsoever.
The Content Provider agrees to indemnify Formulr against any claims, damages, losses, costs and expenses which Formulr may sustain or incur in relation to any Content, Products or Services which the Content Provider provides, such indemnity applying in respect of any claims for any breach of applicable law or regulation or any infringement of any intellectual property rights.
Formulr agrees to indemnify the Content Provider against any claims, damages, losses, costs and expenses which the Content Provider may sustain or incur in relation to any Content, Products or Services which Formulr provides, such indemnity applying in respect of any claims for any breach of applicable law or regulation or any infringement of any intellectual property rights.
Neither party may assign or otherwise transfer these Terms or any rights, duties and obligations hereunder without the prior consent in writing of the other party.
12. Joint Venture or Partnership
Nothing in these Terms shall be construed as creating a partnership, joint venture or an agency relationship between the parties and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party.
Failure by either party to enforce any accrued rights under these Terms is not to be taken as or deemed to be a waiver of those rights unless the waiving party acknowledges the waiver in writing.
The paragraphs, sub-paragraphs and clauses of these Terms shall be read and construed independently of each other. Should any part of these Terms or paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses.
No addition to or modification of any clause in these Terms shall be binding on the parties unless made in writing and signed by the signatories to these Terms or their duly authorised representatives.
These Terms shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.
Last Updated: May 22nd, 2017