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BANNER FUNDRAISING AGREEMENT
1.0 TERMS AND CONDITIONS
sportsground.co.nz and schoolground.co.nz are networking and communication websites owned by Sportsground Limited, ("Sportsground") a limited liability company incorporated in New Zealand. Sportsground allows people to create and modify internet websites and web pages to communicate between sports organisations, sports clubs, schools, sportspeople, teachers, students, their families, coaches, supporters and others. Sportsground also facilitates fund-raising for sports organisations, sports clubs and schools by allowing people to interactively submit a message or advertisement to display within a Banner Position on the web pages that relate to an Organisation or on the web pages of teams or classrooms and players or students that are associated with the Organisation. These terms and conditions are the terms on which Sportsground allows you to use the Banner Positions. 1.1 Acceptance of terms and conditions: By using the Banner Positions, you are deemed to have accepted these terms and conditions and are bound by them. If you do not accept these terms and conditions, you must not use the Banner Positions. 1.2 Amendment of terms and conditions: These terms and conditions may be amended in whole or in part by Sportsground from time to time upon notice to you communicated in writing or by e-mail. Amendments will be effective immediately upon the expiry of the Duration of any Banner Positions in situ at that time of such notice. If you do not agree with such modification you have the right to cease using the Banner Positions and the amendments will not apply to you. However, your continued use of the Banner Positions represents your agreement to be bound by the terms and conditions as amended. 1.3 Terminology: In these terms and conditions, the following expressions have the meanings set out: 'Advertisement' means any Banner Content that is displayed in a Banner Position except for content placed in such Banner Positions by Sportsground; 'Advertiser' means any party including you that submits an Advertisement interactively through Your Site to be displayed in a Banner Position on Your Site, and excludes Sportsground and Sportsground Advertisers; 'Advertiser Code of Conduct' means the Sportsground Advertising Terms and Conditions which are based upon the New Zealand Advertising Standards Association code of conduct; 'Agreement' means these terms and conditions; 'Banner Content' means any content including but not limited to any text, message, photo, static or animated image or flash file that is placed into any Banner Position and specifically includes any content from any third party website or file that is hyperlinked to such Banner Position; 'Banner Positions' means the unique positions on Your Site that are designed to facilitate the display of messages or advertising images, being a tower banner of 160x600 pixels at the top right of each page and such other positions as Sportsground may make available for banner advertising from time to time. 'Content' means any information posted to the Website by any Editor including but not limited to any text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials. 'Duration' means the length of time Sportsground allows an Advertisement to be displayed in a Banner Position, such length of time to be displayed in close proximity to the Banner Position. By way of example only, ”two months” 'Editor' means any person who has requested and been authorised by Sportsground to have login access to add, modify, delete or otherwise administer Content on the Website, and including any other person who the authorised person shares their login access with; 'Organisation' means any New Zealand domiciled school, university, sports club, sports organisation, sports centre, or sports association; 'Page Impression' means each unique page view received by a Website; 'Parent Site' means any Sportsground website relating to any Organisation, but specifically excludes associated subordinate websites such as sites for teams, classrooms, squads, players, students and athletes; 'Placeholder banner' means an Advertisement that is produced by Sportsground that promotes to potential advertisers and supporters their ability to use a Banner Position. 'Player/Student Site' means those sites that are designed and made available by Sportsground for display of Content relating to individuals who belong to an Organisation, irrespective of whether or not they such individuals also belong to a sports team, squad or school classroom. 'Services' means any one or more of the services offered by Sportsground from time to time, including the ability to create customised websites, group e-mail notifications, TXT alerts, blogs and message boards, linked content to external web sites and any other service that Sportsground may offer but specifically excludes advertising in the Banner Positions on the Website; 'Sportsground Advertiser' means Sportsground and any party that contracts directly with Sportsground to place Banner Content into a Banner Position but who does not submit an Advertisement interactively through Your Site; 'Subordinate Sites' means any Sportsground website that is associated with a Parent Site. For example, a Team/Class website might be associated with a Sportsground website for a sports club or a school, in which case the Team/Class website is a Subordinate Site to the school/club website. Similarly, a team website is a Subordinate Site to the school or sports club website the team belongs to; 'Team/Class Site' means those sites that are designed and made available by Sportsground for display of Content relating to a logical group of people who form a sports team, squad, or classroom, such group belonging to an Organisation. 'User' means any person who either simply browses the Website or who has registered their e-mail address or mobile phone number with Sportsground for the purpose of receiving e-mail and/or TXT notifications; 'we', 'us' and 'our' are a reference to Sportsground; 'Website' means any Sportsground website through which the Services are offered; 'you' and 'your' are a reference to you; 'Your Share' means the percentage shown in Schedule 2; 'Your Site' means any individual sub-site within the Sportsground Website to which you are Editor. 2.0 ACCEPTANCE OF OTHER SPORTSGROUND TERMS & CONDITIONS 2.1 This Agreement must be read in conjunction with Sportsground's other agreements: (i) Advertising Terms & Conditions (ii) Site Use Terms & Conditions These terms and conditions are additional to the terms and conditions contained within these other agreements. By accepting this Agreement you categorically accept the terms and conditions of these other agreements. For the avoidance of doubt, if you do not accept Sportsground's Advertiser Terms & Conditions and Sportsground's Site Use Terms & Conditions, then you would be in breach of this Agreement and therefore must not use the Banner Positions. 3.0 METHODOLOGY SURROUNDING BANNER POSITIONS 3.1 Your Website may include Banner Positions at the absolute discretion of Sportsground and where Banner Positions exist throughout Your Site, the following rules are applied: (a) Although Parent Sites, Team/Class Sites and Player/Student Sites may be linked to one another through hyperlinks, their Banner Positions remain discrete and separate from one another in relation to the display of Advertisements; (b) An Advertisement that is submitted through, and accepted for, display in a Banner Position on any Parent Site shall be displayed in the corresponding Banner Position on every page of that Parent Site; (c) An Advertisement that is submitted through, and accepted for, display in a Banner Position on any Team/Class Site shall be displayed in the corresponding Banner Position on every page of that Team/Class Site; (d) An Advertisement that is submitted through, and accepted for, display in a Banner Position on any Player/Student Site shall be displayed in the corresponding Banner Position on every page of that Player/Student Site. 3.2 Sportsground may display a Placeholder Banner in any Banner Position on Your Site for the purpose of encouraging people to submit Advertising to the Banner Positions on Your Site, and such Placeholder Banner may include use of the name of your Organisation and the price to use the Banner Position for the Duration. 3.3 Sportsground may display text and a hyperlink in close proximity to any Banner Position on your Website for the purpose of encouraging Advertisers to submit Advertisements to the Banner Positions on your Website, and such text may include use of the name of your organisation and the price to use the Banner Position for the Duration. 3.4 Sportsground may act as your agent in the receipt of payment from people who submit Advertisements to a Banner Position and in such instances payments shall be managed by Sportsground in accordance with the terms of this Agreement. 3.5 Any Advertisement that is submitted to a Banner Position and whose Banner Content is accepted by you or Sportsground as complying with Sportsground's Advertiser Terms and Conditions shall be displayed for the Duration. 3.6 Sportsground may enable the Banner Content of an Advertisement to be changed by the Advertiser for the Duration and in such instances you shall be e-mailed a hyperlink that enables you to preview the changed Advertisement to accept or reject it according to its compliance with Sportsground's Advertiser Terms and Conditions. 3.7 Each Banner Position can concurrently display Advertisements from more than one Advertiser and in the event that more than one Advertiser places an Advertisement into the same Banner Position within the same Duration then each Advertisement will receive a number of Page Impressions that is proportionate to the amount each Advertiser has nominated to pay. For the avoidance of doubt, if one Advertiser chooses the same Banner Position as another Advertiser and also elects to pay twice as much as the other Advertiser, then the Advertisements of both Advertisers will take turns in the same Banner Position whereby the higher valued Advertisement will receive a proportionately higher number of Page Impressions as the other. 4.0 PRICING AND PAYMENT 4.1 Sportsground may at its absolute discretion set both the price for an Advertiser to place an Advertisement in a Banner Position and set the Duration. 4.2 The pricing of the Banner Positions may vary between different sites and the pricing and Duration shown in Schedule 1 is effective as at the date shown in Schedule 1. 4.3 The minimum price and Duration for any Banner Position will be displayed in close proximity to the Banner Position, along with a hyperlink for a supporter to click to interactively create and pay for a message or advert to be displayed in the Banner Position. 4.4 Sportsground shall receive on your behalf any payment made by an Advertiser to display an Advertisement in a Banner Position. 4.5 Sportsground shall remit Your Share to the bank account nominated for your Organisation by the 20th of the month following the date the Advertiser made payment to Sportsground in cleared funds. 4.6 Any funds due to be remitted to you in accordance with this Agreement shall only be paid to your Organisation, irrespective of whether or not the funds were received through a Subordinate Site. 5.0 ACCEPTANCE & REJECTION OF BANNER CONTENT 5.1 Immediately after an Advertiser submits an Advertisement for a Banner Position on Your Site, and prior to such Advertisement being displayed, Sportsground shall e-mail you a link that allows you to preview the Banner Content and click on a button or hyperlink to either accept or reject the Advertisement whereby: (a) in the event the Banner Content complies with Sportsground's Advertiser Code of Conduct, then you shall accept the Advertisement within three (3) business days from the date the e-mail was sent to you and the Advertisement will automatically be released to publicly display in the Banner Position for the Duration, and; (b) in the event the Banner Content fails to comply with the Advertiser Code of Conduct, then you shall reject the Advertisement and provide an explanatory comment intended for the Advertiser within three (3) business days from the date the e-mail was sent and the Advertiser will be notified that you have rejected their Advertisement on the basis of it being non-compliant, and; (c) in the event you reject an Advertisement and the Advertiser appeals your decision to Sportsground, then Sportsground shall review whether the Advertisement breaches the Advertiser Code of Conduct and Sportsground shall at its absolute discretion decide whether the Advertisement shall be accepted or rejected, and; (d) in the event you fail to accept or reject the Advertisement within three (3) business days then Sportsground may accept or reject the Advertisement based upon whether at the absolute discretion of Sportsground the Advertisement complies with the Advertiser Code of Conduct. 6.0 SPORTSGROUND ACTING AS YOUR AGENT FOR COLLECTIONS 6.1 You shall inform Sportsground whether your Organisation is GST registered or has exempt status for income tax purposes and, if so, provide Sportsground with your GST number. 6.2 You shall provide Sportsground with a New Zealand based bank account to which Sportsground may remit funds to you collected from Advertisers on Your Site. 6.3 You authorise Sportsground to do or have done any reasonable thing on your behalf to facilitate the collection and remittance to you of payments for Advertisements received under this Agreement. Such things shall include but not be limited to: (a) Issuing tax invoices in your name and stating your GST number if applicable, where such payments relate to funds received for your Organisation and in instances where GST applies GST shall be invoiced on behalf of your Organisation and therefore be accountable by your Organisation; (b) Receiving payments for Advertisements on behalf of your Organisation and remitting Your Share of such payments to you in accordance with this Agreement. 7.0 SPORTSGROUND'S RIGHT TO SELL UNSOLD BANNERS 7.1 Sportsground relies upon its share of income generated from Advertisements being placed in the Banner Positions to contribute toward the costs of providing Your Site Therefore, Sportsground reserves the right to place Banner Content from a Sportsground Advertiser into any Banner Position on Your Site that has remained without an Advertisement for a reasonable period of time. For the purpose of this clause, you agree that whichever comes first of 2 months or the duration for 1,000 Page Impressions to occur represents a reasonable period of time. For the avoidance of doubt, any Banner Position on Your Site that has remained without an Advertisement for in excess of whichever comes first of 2 months or 1,000 Page Impressions may be used by Sportsground to place the advertising of a Sportsground Advertiser, and in such instances: (a) you accept and agree that you and your Organisation shall not be entitled to receive any payment relating to the use of the Banner Position by a Sportsground Advertiser, and; (b) a hyperlink shall exist in close proximity to the Banner Position whereby an Advertiser is still able to submit an Advertisement for the Banner Position, and; (c) in the event an Advertiser submits an Advertisement for the Banner Position then such Advertisement shall upon being approved by your Organisation replace any message or advert from the Sportsground Advertiser. 8.0 TERM AND TERMINATION 8.1 This Agreement commences when you click on the button or hyperlink to activate the Banner Positions on Your Site to start fundraising through Your Site. 8.2 This Agreement shall remain in full force and effect until terminated in accordance with the terms of the Agreement. 8.3 You may provide notice to Sportsground to terminate this Agreement at any time for any reason and this Agreement shall then terminate immediately if no Advertisement exists in a Banner Position on Your Site or upon the expiry of the Duration of any Advertisement if an Advertisement exists in a Banner Position on Your Site. 8.4 Sportsground may terminate this Agreement at any time for any reason and in the event this Agreement is terminated under this clause while an Advertisement exists in a Banner Position on Your Site you shall refund the Advertiser any funds you have received relating to such advertisement. 8.5 In the event this Agreement is terminated, you may not use the Banner Positions to raise funds for your Organisation. For the avoidance of doubt, in the event this Agreement is terminated, Sportsground may place the advertising of a Sportsground Advertiser into the Banner Positions and in such instances your Organisation shall not be entitled to receive any payment relating to the use of the Banner Positions by a Sportsground Advertiser. SCHEDULE 1 As at 1 September 2008, the minimum pricing (excluding GST if any) and the Duration is as follows. This pricing and Duration remains effective until superseded at the discretion of Sportsground in accordance with the terms of this Agreement.
SCHEDULE 2 As at 1 January 2009, Your Share is the total of any amounts received from an Advertiser, less 36% + GST of any amount received from an Advertiser, being a contribution towards Sportsground's cost of providing, hosting and managing the Services and the Banner Positions. |