Publisher Terms

These Publisher 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 publishers who list newsletters and sell placements through SponsorSheep. 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 publisher terms. Part C applies to Bellwether Intel. Part D contains the legal provisions. Sponsors use the Platform under our separate Sponsor Terms, published at sponsorsheep.com/sponsor-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, your newsletter 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, listing a newsletter, fulfilling 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/publisher-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 20.2) 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 your own newsletter's performance data, which you may share with your direct sponsors); 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 newsletter descriptions, logos and audience information) 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 Sponsors pay us by card through Stripe or by bank transfer; we pay you by bank transfer to the account details on your 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 sponsor under our Sponsor Terms; the effect on your Net Amount is set out in clause 11.4.

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 — Publisher terms

6. Listing newsletters

6.1 You may list any newsletter you own or operate. You confirm that you have the right to sell sponsorship placements in it, that its subscriber list is collected and used lawfully (including under GDPR, UK GDPR, PECR and CAN-SPAM as applicable), that you hold any consents needed for the tracking elements you embed under clause 10, and that the audience and cadence information you provide is accurate to the best of your knowledge.

6.2 For each newsletter you define in the Platform the placement types you offer, the packages available for each (a set number of issues), the single-issue price of each placement type and the price of each package (together your "Rate Card"), and any other pricing mechanism we make available and you enable; the rules we publish for a mechanism form part of these Terms for Bookings made under it. You may change your Rate Card at any time; changes apply to Bookings confirmed afterwards. We will not sell a placement type or price you have not enabled without your written agreement.

6.3 Issues page. We sell on the basis of the availability shown on your newsletter's issues page in the Platform. You will keep it current at all times — upcoming issues, their planned send dates and which placements in each are already sold (through us or directly) — and at least 6 weeks ahead. If we sell a Booking with a Delivery Window in reliance on your issues page and the issues are not available because the page was not current, the unrun issues are treated as missed sends attributable to you under clause 10.4. You will keep a newsletter with open Bookings listed until they are delivered. Placements run in the issue sent to your full active subscriber list (or the segment stated in your Rate Card); you will not suppress, segment out or unsubscribe any address we use to receive your newsletter for verification, and you will tell us if you change the address from which your newsletter is sent.

7. Non-exclusive partnership

7.1 Listing a newsletter appoints us as a non-exclusive sales partner for it. You remain free to sell placements directly or through anyone else, and we do not commit to any minimum volume.

7.2 We contract with sponsors in our own name. Each Booking is two supplies: we sell the placement to the sponsor for the Gross Booking Value, and you supply it to us for the Net Amount (clause 8). We are not your agent, and you are not a party to our contract with the sponsor. We will include in our Sponsor Terms obligations substantially consistent with this Part B, including firm bookings, prepayment, late-creative forfeiture and your editorial-approval right.

7.3 You acknowledge that we track publicly available newsletters, including yours, and may collect, analyse and display sponsor and placement information derived from published issues within the Platform and our reports (see Part C). Information derived from published issues is not confidential.

8. Price and margin

8.1 The price we pay you for each placement is 75% of the Gross Booking Value (the "Net Amount"). The remaining 25% is our margin on the sale to the sponsor; it is referred to as the "Commission" for convenience only and is not a fee for services supplied to you. The margin is taken out of your price, not added on top: the sponsor sees a single price.

8.2 For example: your Rate Card lists a main sponsorship at USD 2,000 for 1 issue and USD 8,000 for a 5-issue package; we sell the 5-issue package for USD 8,000; once the sponsor has paid and each issue has run and been verified, you invoice us USD 1,200 for that issue (USD 6,000 across the package), and we retain USD 2,000.

8.3 This pricing applies to all Bookings made through the Platform, including with sponsors that already sponsor your newsletter or have done so before, and to renewals and repeat Bookings we arrange. Nothing is due to us on placements you sell yourself, except under clause 9 (sponsors first brought to you through SponsorSheep).

9. Sponsors first brought to you through SponsorSheep

9.1 A sponsor is a "SponsorSheep-Sourced Sponsor" for a newsletter if its first Booking in that newsletter is made through the Platform and it had not booked a placement in any newsletter you own or operate — directly with you or through another platform or marketplace — in the 12 months before that Booking. The Platform records the first Booking; if you believe the sponsor had booked with you before, tell us within 10 business days of the Booking with reasonable written evidence and the sponsor will not be treated as SponsorSheep-Sourced.

9.2 You will not, for 12 months after a SponsorSheep-Sourced Sponsor's first Booking, solicit that sponsor to book placements with you directly instead of through the Platform.

9.3 If a SponsorSheep-Sourced Sponsor books a placement in any newsletter you own or operate directly with you within 12 months of its first Booking through the Platform, you will tell us within 10 business days of the booking and pay us, against our invoice, a fee of 25% of the gross value of that direct booking within 30 days of the later of the send date and our invoice. No fee is due where the sponsor books through another platform or marketplace. This clause applies automatically to every SponsorSheep-Sourced Sponsor without any notice from us, and survives closure of your account for its remaining period.

10. Bookings, delivery and tracking

10.1 A "Booking" is a sponsor's paid order for a number of issues of a placement type in your newsletter; the price the sponsor pays for it is the "Gross Booking Value", which (and so the Net Amount) is allocated equally across the issues unless the confirmation we issue to the sponsor (the "Booking Confirmation") states otherwise. Where the Platform shows availability for a particular period, the Booking Confirmation may state a "Delivery Window" (for example a calendar month) within which all issues must run. We notify you of a Booking only after the sponsor has paid for it. A paid Booking is accepted automatically; if you wish to decline the sponsor on editorial grounds you must contact us directly within 3 business days of the notification, and we will cancel the Booking under clause 10.2. You decide which of your upcoming issues carry the Booking. You assign its first sold issue to a specific scheduled issue of your newsletter in the Platform within 5 business days of the notification, and each remaining issue at your discretion, provided that (a) each issue is assigned at least 10 business days before its send date, (b) all issues run within the Delivery Window or, if none, within the newsletter's normal cadence and in any event within 6 months of the Booking, and (c) issues sold to the same sponsor are spread across different issues unless the sponsor agrees otherwise. If you have not declined within 3 business days and have not assigned the first issue within 5 business days, or the Delivery Window or 6-month period is about to lapse with issues unassigned, we may assign the unassigned issues to your next available issues that respect (a) and (b) and notify you; if no such issue exists, the unassigned issues are missed sends under clause 10.4.

10.1A Specific-issue bookings. Where the Platform offers specific-issue booking, sponsors may book a named upcoming issue of your newsletter at your single-issue price (a "Specific-Issue Booking"). Where a sponsor does so, you will allocate that issue to the sponsor. If you cannot, you will allocate the next available issue of the same placement type and tell us at once; the Net Amount is unchanged and the sponsor is not refunded. Once the specific or substituted issue is allocated, clauses 10.3 and 10.4 apply to it in the ordinary way. The assignment deadlines in clause 10.1 do not apply to a Specific-Issue Booking; a specific issue can be booked only until its creative deadline, the sponsor supplies its creative with the Booking, and you exercise your decline right and creative review under clause 10.2 before the send date. If you repeatedly cannot allocate specific issues because your issues page was not current (clause 6.3), we may withdraw specific-issue booking for your newsletter.

10.2 Editorial control. You keep full editorial control and have the final say on what appears in your newsletter. You may decline a sponsor within 3 business days of being notified of the Booking, by contacting us directly, where the sponsor conflicts with your editorial standards or applicable law. The sponsor's creative and materials are supplied with the Booking or by the creative deadline for each assigned issue (5 business days before its send date unless the Booking Confirmation states otherwise). On receiving them you review them and may propose corrections through the Platform (to wording, claims, links or format); the sponsor approves or rejects each proposed correction, with comments, within 2 business days (a correction not rejected in time is treated as approved), and approved corrections are applied. You may, with or without first proposing corrections, decline the creative where it conflicts with your editorial standards or applicable law. If the sponsor rejects a correction, you decide whether to accommodate the sponsor's wishes and run the creative as submitted or, where it conflicts with your editorial standards or applicable law, or contains tracking pixels, scripts or other reader-data collection other than the tracking elements we supply, decline it, provided you do so within 3 business days of receiving the creative or the sponsor's response and give the sponsor (through us) one reasonable opportunity to revise it. Creative not declined in time is approved. If the sponsor does not supply revised creative by the creative deadline (or, where that deadline has already passed, within 3 business days of the decline), clause 10.5 applies; if the revised creative is also properly declined, the Booking or issue is cancelled as set out below. Where the sponsor 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 send date, you will move the placement to your next available issue at no cost to the sponsor; otherwise clause 10.5 applies. A proper decline cancels the Booking or issue: the sponsor is refunded, no Net Amount is due to you for it (and any Net Amount already paid is repayable under clause 11.4), and no make-good is owed. A decline on other grounds is a missed send under clause 10.4.

10.3 You will run each Booking on the agreed send date, in the agreed position and format, using the creative as approved under clause 10.2 (including any corrections the sponsor approved) without further alteration other than minor formatting to match your template. We sub-license the sponsor's creative and trademarks to you, non-exclusively, for running the placement and reporting on it, and for nothing else. Where we supply tracking elements, you will embed them exactly as supplied and will not strip, shorten, redirect or replace them; performance is then measured through our infrastructure and you have no separate reporting duty. Where we supply none, or ours does not capture a metric, you will report recipients, opens and clicks within 5 business days of the send. We verify delivery of each placement from the issues we receive as a subscriber to your newsletter.

10.4 Missed or defective sends. If a placement is not sent on the agreed date (other than an issue moved or withheld under clause 10.2, 10.5 or 10.6), or the Delivery Window or 6-month period in clause 10.1 passes with issues unrun for reasons not attributable to the sponsor, or a placement is sent with a material error attributable to you (for example wrong link, wrong creative or wrong position, but other than a proper editorial decline), or is missed because of an event beyond your reasonable control, you will offer, within 3 business days of the missed or defective send (or of the lapse of the period), a make-good placement of equivalent value in your next available issue, which we will put to the sponsor. If the sponsor does not accept a make-good within 10 business days of our offer, the sponsor is refunded for that placement and no Net Amount is due to you for it (any Net Amount already paid is repayable under clause 11.4).

10.5 Late creative. If the creative is not received by the creative deadline, you are not in breach for not running it on the agreed date; you will run it in the next available issue after receipt or, if you reasonably cannot, the slot is forfeited; if creative is not received within 10 business days after the creative deadline, or by the end of the Delivery Window or 6-month period if earlier, the slot is forfeited on that date. Where the lateness is attributable to the sponsor, you keep (or are paid under clause 11) the Net Amount for the forfeited slot; where it is attributable to us, the same applies and we bear the cost.

10.6 Bookings are firm. A Booking is a firm commitment on both sides. If the sponsor withdraws, each unrun issue (assigned or not) is forfeited on the date of withdrawal or, if earlier, its send date, and clause 11 applies. We will not release a Booking without your written consent, except that we may agree with a withdrawing sponsor a cancellation fee of at least 50% of the Gross Booking Value allocated to the unrun issues; the fee is then treated as the Gross Booking Value of those issues and the slots are released. A forfeited or released slot may be resold by either of us without any adjustment to the withdrawing sponsor's position. You may reassign an unsent issue to a later issue for your own scheduling reasons provided the Delivery Window and the 10-business-day rule are respected and you tell us; other changes need our written agreement. If a sponsor's payment is reversed before an issue has run, we may ask you not to run the unrun issues until the sponsor has paid again; withheld issues are rescheduled once it does and are not Ready to Invoice until then, and if the sponsor does not pay within 30 days the Booking is treated as withdrawn, but no Net Amount is due to you for the withheld issues unless we recover the reversed amount.

11. Invoicing and payment to publishers

11.1 We invoice and collect from the sponsor in our own name; you do not invoice the sponsor.

11.2 Within 5 business days of the later of (a) receiving the sponsor's payment for a Booking (that is, cleared funds that have not been reversed) and (b) verifying under clause 10.3 that an issue of the Booking has run — or that the slot for that issue has been forfeited or released under clause 10.5 or 10.6 — we mark that issue "Ready to Invoice" in the Platform, stating the Net Amount for it. You may invoice the Net Amount for each issue from that point. Where we have not confirmed delivery within 5 business days of the send, you may supply a copy of the issue as sent showing the placement as approved; delivery is then treated as verified unless within 5 business days we notify you that we did not receive the issue or that the issue we received as a subscriber shows the placement was not delivered as agreed, in which case our record prevails.

11.3 You then invoice Revbox Ltd for the Net Amount, quoting the booking reference; you may combine several Ready to Invoice items in one invoice and should invoice within 60 days; if you have not invoiced an item within 60 days, we may issue a self-billing statement for it, which you agree to treat as your invoice, and pay against that. We pay invoices that meet these requirements by bank transfer within 14 days of receipt. Where the reverse-charge mechanism applies to your supply to us, your invoice will say so.

11.4 Adjustments. If, after a Net Amount has been paid, a placement is found not to have been delivered as agreed and we refund or credit the sponsor for it (for example under clause 10.2 or 10.4), or the Net Amount otherwise changes under these Terms, you will refund the corresponding part of the Net Amount within 14 days of request, or we may set it off against future Net Amounts. Credits we grant to sponsors at our own discretion without a delivery failure by you are borne by us. If a sponsor's payment is reversed (for example by a card chargeback) after we have paid you the Net Amount, we bear the reversal where the placement was delivered and verified under clause 10.3, and we will pursue the sponsor; where an issue was not delivered (including where its slot was forfeited or released under clause 10.5 or 10.6), the Net Amount for it is repayable or may be set off in the same way, and we will pay it to you if and when we recover the reversed amount from the sponsor.

11.5 On request, no more than monthly, we will provide a statement of your Bookings, amounts collected and Net Amounts paid.

12. Partner Addenda and signed Insertion Orders

12.1 These publisher terms apply to every publisher account. Where you and we have signed a Partner Addendum (a "Partner Addendum"), or a Publisher Partnership Insertion Order signed before these Terms took effect (an "Insertion Order"), that document incorporates these Terms and prevails over this Part B only to the extent it expressly records a different term; this Part B otherwise continues to apply.

Part C — Bellwether Intel

13. Access

13.1 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.

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

14. Use of Bellwether data

14.1 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.

14.2 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.

14.3 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

15. Intellectual property

15.1 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.

15.2 You keep ownership of your newsletter content, trademarks and other materials, and grant us the licences described in these Terms to provide the Platform. You grant us a non-exclusive licence to display your newsletter name, logo, description, audience information and Rate Card prices on the Platform and in marketing.

15.3 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.

16. Confidentiality and data

16.1 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 Rate Card, Booking 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, net amounts or sponsors.

16.2 Personal data is handled as described in our Privacy Policy at sponsorsheep.com/privacy-policy. For tracking data collected through placements, we and you are independent controllers; you are responsible for your subscriber list, sends and privacy notices, and neither of us shares subscriber lists with the other.

17. Warranties and disclaimers

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

17.2 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.

18. Liability

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

18.2 Our total liability to a publisher, and a publisher's total liability to us, in each successive 12-month period from the date the account was opened is limited to the greater of USD 10,000 and the Commission we retained on that publisher's Bookings in that period, except that liability for breach of clause 16.1 is limited to five times that amount. Our total liability to a Bellwether Intel user who has made no Bookings is limited to USD 1,000.

18.3 These limits do not apply to either party's obligation to pay amounts due under these Terms (including Net Amounts and fees under clause 9), or to liability for fraud, death or personal injury caused by negligence, or anything that cannot be limited by law.

19. Indemnity

19.1 Publishers will indemnify us and the relevant sponsor against third-party claims, and resulting losses and reasonable costs, arising from their newsletter content (other than the sponsor's creative), their subscriber list or their breach of clause 6.1. 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.

20. Term, suspension and closure

20.1 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.

20.2 On closure: your confirmed Bookings are delivered and paid for under these Terms unless otherwise agreed; we stop offering a publisher's inventory to new sponsors within 5 business days; clause 9 continues for its remaining period; and clauses 5, 7.3, 11, 15, 16, 18, 19 and 21 continue to apply, in each case as they stood when the account closed (clause 1.4).

21. General

21.1 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 20.2 the version in force at your closure notice continues to apply notwithstanding clause 1.4.

21.2 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.

21.3 Subject to clause 10.4, neither party is liable for delay or failure caused by events beyond its reasonable control, except payment obligations. These Terms, the Privacy Policy, any Partner Addendum or Insertion Order (clause 12.1) 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 sponsor named as an indemnified party in clause 19 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.

21.4 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.

22. 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.