Terms & Conditions - Sport Endorse

Terms And Conditions

Updated: 09 September 2022

A.

These terms and conditions of use together with our privacy policy (https://www.sportendorse.com/privacy-policy/)
(collectively, these “Terms”) are a contract entered into by
and between you and Sport Endorse Limited (company
registration number 593768) with registered office address
at 2 Seapoint Avenue, Blackrock, County Dublin (“Sport
Endorse”, “we”, or “us” or “our”). The Terms describe your
rights and responsibilities with regard to the use of all Sport
Endorse websites and applications, and all content and services contained therein (collectively, the “Service”).

B.

These Terms apply to all visitors, users, and others who access any of the Service (“Users”, or “you”). By using, accessing, or registering with the Service, you agree to be bound and abide by these Terms and all applicable laws
and regulations.

1. OVERVIEW OF SERVICE AND UPDATES

Overview. Sport Endorse is a platform for corporations, organisations and other sponsors (“Brands") and ("Agencies") to communicate and transact with athletes, sports
personalities, sports presenters, brand ambassadors and other influencers (“Talent”) seeking endorsement and commercial partnerships opportunities. Brands/Agencies offer and negotiate sponsorship opportunities with Talent to create sponsorship/endorsement contracts (“Sponsorship
Contracts”) and/or commercial partnerships.

Provision of Service. We may, without prior notice, change
the Service; stop providing the Service or features of the
Service; or create usage limits for the Service.

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If, for any reason, we believe that you have not complied
with these Terms, we may, at our sole discretion and
without liability, permanently terminate or temporarily
suspend your access to the Service immediately and without prior notice. If you believe your account has been terminated
or suspended in error, please contact your account manager
or send us an email at platform.hello@www.sportendorse.com.

Updating the Terms. We may, in our sole discretion, modify
or update these Terms from time to time. Your continued use
of the Service after any such change constitutes your
acceptance of the new Terms. If you do not agree to any of these Terms or any future Terms, then your only remedy is to discontinue your use of the Service.

2. USE OF THE SERVICE

Code of Conduct. In your use of the Service, you agree to act in a lawful and respectful manner toward us and toward all other Users. We reserve the right to remove or refuse to
post any content that we, in our sole discretion
, determine to be disrespectful, inappropriate or illegal.

Children under the age of 16. Persons under the age of 16 must not submit any personal information to us. Similarly, Brand or Talent must use their best endeavours to ensure that no personal information in respect of a person who is under the age of 16 years is submitted to us. We will not knowingly accept any data from a Brand/Agency or Talent in
respect of a person who is under the age of 16 years.

Account Security. You are the sole authorised user of any account you create on the Service. As such, you are responsible for all activities that occur in relation to any account you create. You should take care to keep your password confidential. You must notify us immediately of any breach of security or unauthorised use of your account. Sport Endorse will not be liable for any losses caused by unauthorised use.

Content. When creating your account, you must provide accurate and complete information. Sport Endorse has no responsibility for the content, materials, or information that you or other Users post, create or make available through the Service (collectively, “Content”). Any Content you create must be your own. By creating Content, you grant us a license to use your Content in our business activities.

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Notices. By providing an email address, you consent to Sport Endorse using the email address to send you notices related to the Service and/or special offers. You may choose to opt out of messages (to the extent the messages are not required by law). Opting out may prevent you from receiving important notices regarding updates, improvements, or offers.

Prohibited Activities. You may not:

(i) use any robot, spider, scraper or other automated means to access the Service;
(ii) interfere or attempt to interfere with the proper operation, system integrity, or security of the Service;
(iii) attempt to circumvent the Service and associated Commissions (as defined below);
(iv) use the Service to advertise or promote a competing website, product, or service;
(v) copy, reproduce, modify, create derivative works from, distribute, or publicly display any part of the Service or any Content that is not your own;
(vi) collect or harvest any personally identifiable information from the Service.

Communications. To prevent direct or indirect attempts to circumvent the Service and associated Commissions, Sport Endorse has the right, but not the obligation, to prevent Users from including email addresses, phone numbers, and other personal and identifying information in communications sent via the Service.

3. SUBSCRIPTIONS

Talent is eligible to register for free access to the Service by completing the sign-up process on our website or app. No payment is required unless and until a Sponsorship Contract is confirmed.

Brand/Agency. Brands and agencies may sign up for a subscription plan offering support from an account manager (a “Subscription Plan”). Subscription Plans are non-refundable within the initial service term. All Plans are automatically renewed until cancelled. In instances where the credit card on file fails, we will contact the Brand/Agency email on file for an alternate payment method. If there is no response, we will follow up with the Brand/Agency’s financial team.

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Cancelation of Subscription Plan. A Brand/Agency may cancel a subscription to a Subscription Plan at any time after the initial service term is complete and there are no open Sponsorship Contracts in the account (i.e. deals where a proposal has been accepted by the Athlete but the opportunity has not yet been completed). Cancelation requests must be made in writing to the Sport Endorse account manager or to subscriptions@opensponsorship.com. In the event we cancel your Subscription Plan for failure to comply with these Terms, you will forfeit the remainder of your subscription term; we will not issue a refund.

Agents. All communications are strictly between Brands and Talent. Agents are not permitted to register, control, operate or maintain an account but may access an account for administrative purposes with Talent consent.

4. DEALS AND DEAL PAYMENTS

Sponsorship Contracts. Sponsorship Contracts are created directly between the Talent and Brand/Agency according to the terms, rights, and benefits approved by both Talent and Brand/Agency. Sport Endorse has no responsibility with respect to the Sponsorship Contracts. Compliance with advertising/sporting regulations and all applicable law is the responsibility of the Talent and Brand/Agency.

Deal Payments. “Deal Payment” refers to the cash consideration owed by a Brand/Agency to the Talent per the terms of a Sponsorship Contract. Unless otherwise agreed in writing by all parties (including Sport Endorse), we will charge the Brand/Agency credit card on file for all Deal Payments and will hold Deal Payments in escrow pending completion of the relevant campaign.

Sport Endorse Commission. All cash payments between Brand/Agency and the Talent who have met through the Service (including but not limited to Deal Payments) are subject to the rate of commission detailed in their Plan, payable to Sport Endorse (a “Commission”) for one year after the last communication (e.g. application, invite, or message)

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between the parties via the Service. No commission will be collected on deals where payment is in the form of a product.

Payment to Talent. When a campaign is complete and the Talent has fulfilled his or her obligations under the Sponsorship Contract, we will release the Deal Payment to the Talent minus the Commission and Stripe processing / bank fees. Commission received will be split, using Stripe, between Sport Endorse, Brands/Agencies and Talent in accordance with your Plan.

Cancelled Deals. If Talent cancels a deal or otherwise does not fulfil his or her obligations under a Sponsorship
Contract, we will return the unearned portion of the Deal Payment to the Brand/Agency in the form of a credit or a refund. In addition, the Talent will be subject to the product return and deal cancellation policies to which the Talent expressly agreed when he or she signed the Sponsorship Contract; or, in the absence express agreement, will engage with the Brand/Agency in good faith with respect to returning product.

5. REPRESENTATIONS

Suitability of Users. We cannot guarantee—and we make
no representations regarding—the suitability, reliability, or quality of the Talent or Brands/Agencies listed on the Service. Users are solely responsible for conducting background checks on other Users with whom they transact via the Service.

Brand/Agency Representations. Brands/Agencies listing on Sport Endorse represent and warrant that the Sponsorship Contract entered into, together with any other content or materials

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provided, complies with all applicable laws, regulations, policies and agreements, and does not violate any third-party rights

Talent Representations. Talent represent and warrant that they have the requisite authority to enter into a Sponsorship Contract and to provide the rights and benefits offered to
the Brand/Agency under the terms of the Sponsorship Contract.

6. LICENSE TO USE SERVICE

Sport Endorse Intellectual Property. You acknowledge that the Service and all software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs and other content within the Service (“Sport Endorse Content”), and all intellectual property rights in the foregoing, are the exclusive property of Sport Endorse and its licensors. Except as expressly provided herein, nothing in these Terms shall be deemed to create a license to use Sport Endorse Content. Use of Sport Endorse Content for any purpose not expressly permitted by these Terms is prohibited.

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Our License to You. Subject to the terms and conditions of these Terms, we grant you a limited, non-transferable, and revocable license to use the Service, including accessing and viewing Sport Endorse Content, as expressly permitted by the features of the Service. Sport Endorse may terminate this license at any time for any reason or no reason. Except for the rights and licenses expressly granted, Sport Endorse reserves all other rights and no other rights are granted by implication or otherwise.

7. COPYRIGHT INFRINGEMENT NOTICES

Sport Endorse is committed to respecting others’ intellectual property rights, and we ask our Users to do the same. If you believe that your work has been copied in a way that constitutes

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copyright infringement on the Service, please send a written notice of claimed copyright infringement to platform.legal@www.sportendorse.com.

8. RESOLUTION OF DISPUTES

Between You and Another User. Sport Endorse has no obligation to resolve disputes between you and another User. If such a dispute arises, Sport Endorse may, in its sole discretion and without incurring liability, facilitate communication between you and the other party, or otherwise take any actions we deem appropriate to resolve the dispute.

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Between You and Sport Endorse. Our goal is to resolve any dispute between you and us quickly and cost-effectively. Accordingly, if you are dissatisfied with the Service or have any claim against Sport Endorse at law or equity, you agree to first contact us directly at platform.legal@www.sportendorse.com to seek dispute assistance.

9. THIRD PARTY LINKS

The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Sport Endorse. Sport Endorse does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services.

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If you access a third-party website or service from the Service, you do so at your own risk, and you understand that neither these Terms nor Sport Endorse’s Privacy Policy apply to your use of such sites.

10. WARRANTY DISCLAIMER

The Service is provided by Sport Endorse on an “as is,” “as available” basis, and without any warranties or conditions of any kind, express or implied, including but not limited to the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, whether

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whether arising out of statute, in law, or from a course of dealing or usage or trade. We make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability of any User, or the accuracy of any content.

11. LIMITATION OF LIABILITY AND RELEASE

Limitation of Liability. To the maximum extent permitted by applicable law, neither we, our licensors, nor our third-party service providers shall be liable to you or any User for any special, indirect, consequential, incidental or punitive damages arising out of or related to these Terms or the Service, including but not limited to: loss of profits, loss of business opportunities, loss of reputation, or loss of goodwill, even if advised of the possibility of such damages.

Notwithstanding anything to the contrary stated in these Terms, in no event will our aggregate liability to you arising out of or related to these Terms or the Service, whether based on contract, tort, negligence or any other theory of liability, exceed the greater of (a) €1,000, or (b) the aggregate amount of fees actually collected by

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us from you for the services to which the liability relates during the six (6) month period immediately preceding the determination of such liability.

Release. We will have no liability to you for damages (whether direct or indirect) arising out of, or relating to, any transaction entered into using the Service (including any Sponsorship Contract). If you have a dispute, controversy or claim with or against another User or a third party, you agree to, and do hereby, release Sport Endorse (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

12. ASSIGNMENT

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Sport Endorse without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

13. GOVERNING LAW

These Terms and any action related thereto will be governed by the laws of Ireland and the parties herby submit to the exclusive jurisdiction of the Irish courts.

14. ENTIRE AGREEMENT/SEVERABILITY

These Terms, together with any amendments and any other written agreements you may enter into with Sport Endorse in connection with the Service, shall constitute the entire agreement between you and Sport Endorse concerning the Service. If any provision or portion of a provision of these Terms is deemed

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invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining portion of such provision or any other provisions of these Terms, which shall remain in full force and effect.

15. NO WAIVER

No waiver of any term herein shall be deemed a further or continuing waiver of such term or any other term, and a failure of Sport Endorse to assert any right or provision herein shall not constitute a waiver of such right or provision.

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16. THIRD-PARTY APIS

PassBase: Our platform connects to PassBase APIs to pull and centralise our clients’ data and for KYC/AML purposes. Click Here to access PassBase’s Terms of Service.

YouTube: Our platform connects to YouTube APIs to pull and centralise our clients’ data. Click Here to access YouTube’s Terms of Service.

Instagram: Our platform connects to Instagram APIs to pull and centralise our clients’ data. Click Here to access Instagram’s Terms of Service.

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Twitter: Our platform connects to Twitter APIs to pull and centralise our clients’ data. Click Here to access Twitter’s Terms of Service.

Facebook: Our platform connects to Facebook APIs to pull and centralise our clients’ data. Click Here to access Facebook’s Terms of Service.

Stripe: Our platform connects to Stripe APIs to process payments. Click Here to access Stripe’s Terms of Service.

17. HOSTING SERVICES

Our platform uses certain hosting services by AWS such that the data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”). It may also be processed by staff operating outside the EEA who work
for us or for AWS. By submitting your personal data, you consent to this transfer, storing or processing.

13. GOVERNING LAW

We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with these Terms and our Privacy Policy. Click Here to access our Privacy Policy. The safeguards in place with regard to the transfer of your personal data outside of the EEA are the entry by us into appropriate contracts with all transferees of such personal data.

18. CONTACTING US

If you wish to report a violation of the Terms, have any questions, or need assistance, please contact Sport Endorse customer support at platform.hello@www.sportendorse.com.

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Terms And Conditions

A.

B.

1. OVERVIEW OF SERVICE AND UPDATES

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2. USE OF THE SERVICE

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Prohibited Activities. You may not:

3. SUBSCRIPTIONS

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4. DEALS AND DEAL PAYMENTS

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between the parties via the Service. No commission will be collected on deals where payment is in the form of a product.

5. REPRESENTATIONS

Brand/Agency Representations. Brands/Agencies listing on Sport Endorse represent and warrant that the Sponsorship Contract entered into, together with any other content or materials

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provided, complies with all applicable laws, regulations, policies and agreements, and does not violate any third-party rights

Talent Representations. Talent represent and warrant that they have the requisite authority to enter into a Sponsorship Contract and to provide the rights and benefits offered to the Brand/Agency under the terms of the Sponsorship Contract.

6. LICENSE TO USE SERVICE

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7. COPYRIGHT INFRINGEMENT NOTICES

Sport Endorse is committed to respecting others’ intellectual property rights, and we ask our Users to do the same. If you believe that your work has been copied in a way that constitutes

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copyright infringement on the Service, please send a written notice of claimed copyright infringement to platform.legal@www.sportendorse.com.

8. RESOLUTION OF DISPUTES

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9. THIRD PARTY LINKS

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If you access a third-party website or service from the Service, you do so at your own risk, and you understand that neither these Terms nor Sport Endorse’s Privacy Policy apply to your use of such sites.

10. WARRANTY DISCLAIMER

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whether arising out of statute, in law, or from a course of dealing or usage or trade. We make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability of any User, or the accuracy of any content.

11. LIMITATION OF LIABILITY AND RELEASE

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us from you for the services to which the liability relates during the six (6) month period immediately preceding the determination of such liability.

12. ASSIGNMENT

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Sport Endorse without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

13. GOVERNING LAW

These Terms and any action related thereto will be governed by the laws of Ireland and the parties herby submit to the exclusive jurisdiction of the Irish courts.

14. ENTIRE AGREEMENT/SEVERABILITY

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invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining portion of such provision or any other provisions of these Terms, which shall remain in full force and effect.

15. NO WAIVER

No waiver of any term herein shall be deemed a further or continuing waiver of such term or any other term, and a failure of Sport Endorse to assert any right or provision herein shall not constitute a waiver of such right or provision.

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16. THIRD-PARTY APIS

PassBase: Our platform connects to PassBase APIs to pull and centralise our clients’ data and for KYC/AML purposes. Click Here to access PassBase’s Terms of Service.

YouTube: Our platform connects to YouTube APIs to pull and centralise our clients’ data. Click Here to access YouTube’s Terms of Service.

Instagram: Our platform connects to Instagram APIs to pull and centralise our clients’ data. Click Here to access Instagram’s Terms of Service.

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Twitter: Our platform connects to Twitter APIs to pull and centralise our clients’ data. Click Here to access Twitter’s Terms of Service.

Facebook: Our platform connects to Facebook APIs to pull and centralise our clients’ data. Click Here to access Facebook’s Terms of Service.

Stripe: Our platform connects to Stripe APIs to process payments. Click Here to access Stripe’s Terms of Service.

17. HOSTING SERVICES

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18. CONTACTING US

If you wish to report a violation of the Terms, have any questions, or need assistance, please contact Sport Endorse customer support at platform.hello@www.sportendorse.com.

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Talent Representations. Talent represent and warrant that they have the requisite authority to enter into a Sponsorship Contract and to provide the rights and benefits offered to
the Brand/Agency under the terms of the Sponsorship Contract.