Adstadium

Terms & Condition

Before accessing and using the Adstadium.io Platform, please read carefully the following terms and conditions contained in these Terms of Use.

Please note that accessing and using the Platform and the Services are subject to these Terms of Use as well as to all applicable laws and regulations.

This is a legally binding agreement between Adstadium.io on one side and the User on the other side under which Adstadium.io grants the User the right to access and use the Platform and the Services under the terms and conditions set forth in these Terms of Use.

GENERAL PROVISIONS

Adstadium.io, is an auction platform (“Platform”) created and designed to provide sports advertising services aimed at connect sports clubs or sport agencies (“Rights Holder” or “Advertiser”) with global brands around the globe (“Bidder”) who are looking to enter into sports advertising agreements.

For the purposes of these Terms of Use and for the avoidance of any doubt, the ‘Platform’ shall always mean www.adstadium.io or its team (customer service).

For the purposes of these Terms of Use and for the avoidance of any doubt, ‘Rights Holder’ or ‘Advertiser’ shall always be any natural person or legal entity who registers on the Platform as a ‘Rights Holder’ or ‘Sports Club’ or ‘Sports Agency’.

For the purposes of these Terms of Use and for the avoidance of any doubt, ‘Bidder’ shall always be any natural person or legal entity who registers on the Platform as ‘Bidder’ or ‘Brand’.

For the purposes of these Terms of Use and for the avoidance of any doubt, the ‘Advertising Deal’ shall always mean the highest bidding amount (highest winning bid) that the ‘bidder’ or ‘brand’ placed for a specific advertising space, brand activation slot or other category on the platform.

For the purpose of these Terms of Use and for the avoidance of any doubt, the ‘Advertising Fee or commission’ shall mean the fee that is kept by the platform after the highest winning bid or ‘advertising deal’.

For the avoidance of any doubt, accessing and using the Platform or the Services shall, for the purposes of these Terms of Use, mean any accessing and using the Platform or any portion thereof, browsing its content, registration of the User and creation of an account as Right Holder/Advertiser or brand/bidder, downloading or uploading any data from/on the Platform, accessing and using the Services or any other way of accessing or using the Platform or Services by which the User will or might get acquainted with content of the Platform or the Services or any portion thereof.

Under the terms and conditions set forth herein, the Platform provides connection, tools, technology and features enabling Rights Holder and brands to communicate between each other and conclude the Advertising deal which will meet their goals. The Platform functionality also provides rights holders and brand profile listings, marketplace and dashboard management. Adstadium.io is entitled to change or modify, upgrade, add to, or discontinue the Services or any portion or feature thereof at any time without notice.

These Terms of Use applies to all visitors, users, and others who access and use the Platform regardless of their intention as well as to all visitors, users, and others who register and create an account on the Platform as Rights Holder or Brand in order to access and use the Services (“Users” or “You” or “Your”). You can visit the Platform and access some of the features and functionality of the Platform without having to register. However, registration as Sports clubs/ sports agency or Rights Holder is required in order to use the Services and conclude the Advertising deal. You may use the Services only in compliance with the terms and conditions contained in these Terms of Use and applicable laws and regulations.

If you are accessing and using the Platform or the Services on behalf of Sports club / Rights Holder as an agent (“Sports agency”) then “You” includes (a) you as Agency and jointly and severally the Sports Club and Rights Holder you are signing up on behalf of, and (b) You represent and warrant that you have the necessary authority and permissions required for You to conclude the Advertising Deal as well as to accept these Terms of Use in the name of the Sports Club / Rights Holder you are signing up on behalf of.

By Your accessing and using the Platform You irrevocably and unconditionally agree to be bound by all and any of the terms and conditions set forth in these Terms of Use. If You do not agree with these Terms of Use or any provision herein, You are not granted permission to access or otherwise use any part of the Platform and/or the Services and You must cease from accessing and using the Platform and the Services or any part thereof with immediate effect.

The owner of the Platform is the company Fortyfive Consulting FZ-LLC (45000430) and its affiliates (“Adstadium.io”, or “We” or “Us” or “Our”). Except for Your content and material posted on the Platform, any and all content and material appearing on the Platform is the intellectual property right or copyrighted work of either Adstadium.io or its contracted suppliers or business partners, and is protected by the respective applicable law to the full extent. The compilation (meaning the collection, arrangement and assembly) of all content of the Platform is also the exclusive property of Adstadium.io, and is protected by the applicable law to the full extent. Except as otherwise expressly stated herein or as expressly permitted on the Platform, You may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any or dispose of information or content obtained from the Platform, in whole or in part, including any text, images, audio, and video in any manner, without Our prior written consent. The use of content, including images, by You, or anyone else authorised by You, is prohibited unless specifically permitted by Adstadium.io in writing. Any unauthorised use of text or images may violate intellectual property laws, copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. Adstadium.io does not warrant nor represent that Your use of any content or materials displayed on the Platform will not infringe rights of third parties.

These Terms of Use provide to You a personal, revocable, limited, non-exclusive, royalty free, nontransferable license to access and use the Platform and the Services solely for your own personal use. Your use of the Platform and the Services and any and all parts thereof is conditioned on Your continued compliance with the terms and conditions of these Terms of Use. You expressly acknowledge and agree that Adstadium.io transfers no ownership or intellectual property interest or title in and to the Platform and/or the Services.

All content and material that You supply to Us, upload, store, distribute, post, display or otherwise make available to or through the Platform is generated, owned and controlled solely by You, and not by Adstadium.io. You hereby represent and warrant that You own content and material You post – or otherwise have the right to grant the rights and licenses – to upload, store, distribute, submit, send, exchange, share, post, display or otherwise make available to or via the Platform, including any such use on Facebook, Twitter and elsewhere. In regard to Your content, You grant to adstadium.io a nonexclusive, worldwide, perpetual, royalty-free, fully paid up, sub-licensable right and license (through multiple tiers) to copy, distribute, create derivative works from, display, modify, reformat, transmit, and otherwise use any such content or information as necessary in connection with the Platform and the Services to: (i) display such content in connection with operating the Services, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content and any other accompanying information; (ii) host, cache, store, archive, index, crawl, create algorithms based thereon, modify or transcode the content to appropriate media formats, standards or mediums as part of the Services; (iii) use, distribute, reproduce, modify, remix, excerpt, adapt, prepare derivative works of, publicly perform and publicly display content on the Platform, including without limitation, in connection with any distribution or syndication arrangement thereof with third parties or third party sites, in any media format or medium and through any media channels; (iv) use the content for advertising, promotional or commercial purposes, including without limitation, the right to publicly display, perform, reproduce and distribute your content in any media format or medium and through any media channels.

You may access and use the Services only provided that You have an account as Rights Holder or brand created by registration on the Platform in accordance with these Terms of Use and instructions and information provided on the Platform. If You intend to access and use the Services as Sports agency, You must register on the Platform as Rights Holder / Sports club pursuant to your authorization. Your Adstadium.io account gives you access to the Services in Your sole discretion. Your account is not transferable, and You may never use another User’s account without permission. When creating your account, You must provide accurate and complete information including bank details and credit card information (if requested). You warrant and represent that any information provided during registration or at any time thereafter is true, accurate and complete and that You will update all such information as necessary to maintain its truth, accuracy and completeness. You are solely responsible for the activity that occurs on Your account, and You must keep Your account password secure. You must notify us immediately of any breach of security or unauthorized use of Your account. We shall not be held responsible for any losses caused by any unauthorized use of Your account. You may control your profile on Your account and how you interact with the Services by changing the settings in the account settings section pursuant to the instructions provided on the Platform. By providing us Your email address, You agree that we can send You Service-related notices, including any notices required by law. We may also use Your email address to send you other messages, such as changes to features of the Services or the Platform and special offers. If You do not want to receive such email messages, You may opt out. Opting out may prevent You from receiving email messages regarding updates, improvements, or offers.

If You are registering on behalf of a sports club or brand/company, by registering, You confirm and agree that you have the requisite authority to register on behalf of such sports club or brand/company.

Once You register on the Platform and start to advertise or bid for a specific advertising deal, You agree to finish the deal on the Platform, unless otherwise agreed with Adstadium.io.

ADVERTISING DEAL AND COMMISSION

Adstadium.io is entitled to charge a commission ("Commission") for each successful Advertising Deal or highest winning bid concluded between Rights Holder / Sports club or sport agency and the bidding global brand / company who bid the highest amount for the particular advertising stadium space, brand activation slot or other categorized Adstadium.io products. The commission taken from the Platform is 9% from the highest winning bid.

See Platform’s pricing

Once the Advertising Deal is completed in accordance with these Terms of Use, the Platform enables bidding company / brand to pay the Advertising Deal only via the bank account indicated on the Platform which has been established by Adstadium.io solely for this purpose. Adstadium.io holds the Advertising Deal and releases it to Rights Holder within 10 business days from the day when the Advertising Deal or highest bid was placed and the auction was finished or any part thereof has been credited on the Bank Account. Adstadium.io charges the Commission and deducts it from the Advertising Deal before transferring the Advertising Deal to Rights Holder.

The Commission applies to all auction deals entered into between Rights Holder and bidding company / brand who connected via or as a result of the Platform or its staff, without any time limitation, including any renewals and/or subsequent Advertising Deal. If you act as an Agent, you are subject to the same terms and conditions as the sports clubs or Rights Holder, on whose behalf You are acting.

Adstadium.io reserves the right, at any time and in its sole discretion, to change the amount and payment conditions of the Commission set forth herein and indicated on the Platform. Any changes shall be posted on the Platform or communicated to the User per email or other means and with an immediate effect.

Once the sports club or sport agency and the global brand start the auction via the Platform or its staff, they must complete the Advertising Deal only via the Platform or its staff and execute payment of the payment via the Bank Account.

Once the Commission is charged or deducted from the highest winning bid, it is non-refundable. Sports club or sport agency and global brand hereby irrevocably and unconditionally authorise Adstadium.io to (i) receive, hold and transfer the Advertising Deal credited on the Bank Account in accordance with these Terms of Use and (ii) deduct the Commission from the Advertising Deal without any further or additional consent, waiver, approval, order, permit or authorisation of, or declaration or filing with, or notification to, any person or governmental body.

FURTHER UNDERTAKINGS

If, for whatever reason, the global brand or bidder fails to pay to Adstadium.io any payment due under these Terms of Use or Adstadium.io charges the bidder’s credit card or payment gateway pursuant to these Terms of Use and the payment does not go through, Adstadium.io reserves the right to suspend bidder’s access to the Platform and the Services. If the bidder fails to pay the applicable invoice within 10 days of the maturity date, Adstadium.io reserves the right to cancel the Bidder’s account with immediate effect. In the event Adstadium.io cancels the account for non-payment, all amounts due and unpaid to Adstadium.io for access and use of the Services shall become immediately due and payable. In the event of non-payment and the exhaustion of the procedures set forth in these Terms of Use, Adstadium.io reserves the right to seek payment using any remedies allowed to it by the applicable law.

You acknowledge that the Platform may contain links to third party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Adstadium.io. Adstadium.io does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third party website from the Service, you do so at your own risk, and you understand that neither these Terms of Use nor Adstadium.io’s Privacy Policy apply to Your use of such sites.

In addition to any other restrictions or conditions of access and use, You hereby recognise, represent and warrant, that Your accessing and using of the Platform and the Services, will not be, or alleged to be (i) unlawful, unauthorised, fraudulent or malicious in purpose, (ii) violation, misappropriation or infringement of any rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights (iii) false, offensive, abusive, libelous, hateful, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, pornographic, (iv) an invasion another's right of privacy or publicity.

The User shall not (i) create a false identity for the purpose of misleading others or impersonate any person or entity; (ii) violate any applicable local, state, national or international law; (iii) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or Platform or any of its part in any way; (iv) modify or make derivative works based upon the Platform;(v) create Internet “links” to the Services or “frame” or “mirror” the Platform on any other server or wireless or Internet-based device; (vi) reverse engineer or access the Platform in order to (a) design or build a competitive product or service, (b) design or build a product using similar ideas, features, functions or graphics of the Platform and the Services, or (c) copy any ideas, features, functions or graphics of the Platform and the Services; (vii) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Platform, (viii) interfere with or disrupt the integrity or performance of the Platform or the data contained therein, or (ix) attempt to gain unauthorised access to the Platform or its related systems or networks.

Adstadium.io shall be entitled to investigate and prosecute violations of any of the above and/or any other violations of these Terms of Use as set out in the Terms of Use to the fullest extent of the applicable law. You hereby acknowledge that Adstadium.io is under no obligation to monitor Your access to or use of the Platform or Services, but has the right to do so for the purpose of operating the Platform and providing the Services, to ensure your compliance with these Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

Adstadium.io has the right, but not the obligation, to monitor any activity and content associated with the Platform and the Services. We may investigate any reported violations of the Platforms policies or complaints and take any action that we deem appropriate. Adstadium.io reserves the right, at any time and without prior notice, to suspend or terminate Your account, or restrict, disable or permanently bar your use and access to the Platform (or any part thereof) if We believe, in our sole discretion, that You have engaged, or may engage, in any activities that violate these Terms of Use, applicable law or for any other reason or for no reason.

As per different country laws where gambling, alcoholic beverages advertisers are not allowed, Adstadium.io may cancel the Advertising deal if the sports club or sport agency doesn’t allow these type of advertising in their specific country.

You shall not register under a false name or false pretence. You shall not impersonate any participant, or use another participant’s password(s) or engage in any fraudulent conduct or conduct intended to interfere with the orderly conduct of business on the Platform. You shall not intentionally try to deceive or post false or misleading information regarding the access and use of the Services.

You hereby undertake to comply with any and all national, domestic, local, federal, state, European or international applicable tax and accounting regulations relating to the Advertising Deal and performance of any and all rights and obligations arising therefrom. Notwithstanding anything herein to the contrary, Adstadium.io makes no representation to You as to whether all or any portion of your payment is taxdeductible. Adstadium.io is not liable for any claim by any federal, state, local or any other tax authority with respect to the characterisation on any applicable tax return of Your payment. You should consult your tax advisor as to whether and the extent to which any portion of Your payment is tax deductible.

Under no circumstances and in no event shall Adstadium.io (and its successors, parents, subsidiaries, affiliates, officers, directors, agents, developers) be liable for (i) any direct, indirect, punitive, incidental, special, exemplary, consequential damages or any damages for loss of use, data, business or profits that result from the use of, or the inability to use, the platform or any of the services, or (ii) any misuse or unauthorised use of Your account due to, or related to, Your act or omission, or (iii) any action taken in connection with an investigation by Adstadium.io or law enforcement authorities regarding Your or any other party's use of the Platform, or (iv) any errors or omissions in the Service's operation, or any damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction, including, without limitation, loss of goodwill, whether in an action of contract, negligence, strict liability, tort or any other action. Applicable law may not allow the limitation or exclusion of liability or exemplary, incidental or consequential damages, so the above limitation or exclusion may not apply to you. By using this Platform, You expressly agree to the allocation of risk set forth herein; if You do not agree to this allocation of risk, You are not granted permission to access or otherwise use any part of the Platform and You must cease from accessing and using the Platform and the Services or any part thereof with immediate effect, otherwise it shall be deemed that you agree to the allocation of risk set forth herein without any objection.

You must indemnify and hold harmless Adstadium.io for any damages (direct, indirect, punitive, incidental, special, exemplary, consequential or any damages for loss of use, data, business or profits), costs, acts, legal actions, claims, expenses (including any legal fees and costs, court fees etc.) which Adstadium.io suffers as a direct or indirect result of any of the following: (i) Your breach of this Terms of Use or any provisions thereof, including any failure to perform Your duties in accordance with these Terms of Use; (ii) any warranty given by You under these Terms of Use or provided when accessing and using the Platform and/or the Services being incorrect or misleading in any way; or (iii) any of Your negligent act or failure to act by except to the extent that any such loss, damage, claim, action or expense is caused solely by the negligence or other wrongful act or omission of Adstadium.io; this is without prejudice to the right of termination or other remedies available to Adstadium.io hereunder and under the applicable law.

FINAL PROVISIONS

These Terms of Use and Your right to use the Platform will take effect at the moment You access the Platform, and is effective, binding and enforceable, for as long as You use the Platform in accordance with these Terms of Use. Your right to use the Services will take effect at the moment of successful registration and creation of Your account as Sport club/sport agency or sport event right holder or Global company/brand according to these Terms of Use and information and instructions indicated on the Platform and is effective, binding and enforceable for as long as you use the Services in accordance with these Terms of Use.

In addition, Adstadium.io reserves all of its legal rights to pursue any and all legal remedies if we believe you are using the Platform and/or the Services for fraudulent or unlawful activity or you are taking any actions or omissions that violate any term or condition of this Terms of Use, or in order to protect Our name and goodwill, business, and/or other Users. Additionally, Adstadium.io reserves the right to terminate Your access and use of the Platform and Your access and use of the Services at any time, for any reason or for no reason. Termination will be effective without notice. You may also terminate this Terms of Use at any time by ceasing to use the Platform and all of its related features and, if you have registered with the Platform in order to access and use the Services, by emailing us at info@adstadium.io requesting that we delete your account information.

These Terms of Use may be changed, modified, supplemented or updated only by Adstadium.io from time to time without advance notice by posting here and You will be bound by any such changed, modified, supplemented or updated Terms of Use if you continue to use the Platform after such Changes are posted. You are encouraged to review these Terms of Service periodically for updates and changes.

You shall not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Adstadium.io. We may assign these Terms of Use or any rights and obligations hereunder without your consent. Failure by Adstadium.io to insist on strict performance of any of the terms and conditions of this Terms of Use will not operate as a waiver by Adstadium.io of that or any subsequent default or failure of performance. We reserve the right to limit the availability of the Platform or the Services or any portion thereof, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the Services or other features that the Platform provides. No joint venture, partnership, employment, or agency relationship exists between You and Adstadium.io as a result of this Terms of Use or Your utilisation of the Platform. All provisions that are intended to survive termination of our relationship with you will survive, including all provisions relating to intellectual property, confidentiality, disputes, representations/warranties, indemnities, and limitations of liability. Headings herein are for convenience only.

Pricing

To run the platform smoothly and give the chance to sport clubs to increase their revenue from the sports stadium advertising and to give the chance to global brands to expand their brand name into new markets, the platform Adstadium.io charges a commission.

A 9% commission is charged for all highest winning bids entered into the platform between the sport clubs/ sport agencies and global brands / companies, including any future deals, renewals and/or subsequent Advertising Deals, without any time limitation.

The commission is calculated and it is deducted from the highest winning bid where the global brand / company won the advertising deal.

By registering and accepting Adstadium.io's terms and conditions, all users agree to these commission terms for the organisations they represent.