Terms of Service

1. Agreement to these Terms

These Terms of Service (the “Terms”) are a binding agreement between SponsorBridge Inc., a Wyoming corporation (“SponsorBridge,” “we,” “us,” or “our”) and the organization that subscribes to or uses our services (the “Customer,” “you,” or “your”).

By signing an Order Form that references these Terms, by clicking to accept these Terms, or by accessing or using the Service, you agree to these Terms. If you are accepting on behalf of a company or other organization, you represent that you have the authority to bind that organization, and “you” means that organization.

The Service is intended for use by businesses and their personnel. It is not offered to consumers for personal, family, or household purposes, and it is not directed to individuals under 18.

2. Definitions

• “Service” means the SponsorBridge platform, including the web application at app.sponsorbridge.com, the website at sponsorbridge.com, the Sponsor Portal, our APIs, and any related documentation and support we provide.
• “Authorized User” means an individual you permit to access the Service under your account, including your employees, contractors, and agents.
• “Guest Reviewer” means an individual who accesses content through a Sponsor Portal link or share link that you or your Authorized Users send, without creating an account. Sponsor contacts are the typical Guest Reviewers.
• “Customer Content” means everything you or your Authorized Users or Guest Reviewers submit to, upload to, or create in the Service. This includes video, audio, images, documents, insertion orders and media plans, contract and deal terms, brand rules, comments, approvals, contact records, and the information you enter about shows, episodes, campaigns, and deliverables.
• “Order Form” means a written or electronic ordering document, signed or otherwise accepted by both parties, that specifies your subscription, fees, and term.
• “Documentation” means the product documentation and help materials we make generally available.

3. The Service

SponsorBridge is a workflow platform for sponsored content production. It helps media companies plan deliverables against a sponsorship deal, review and approve content internally and with sponsors, and track how published content performed.

We will provide the Service in accordance with these Terms and any applicable Order Form. We may modify, add to, or discontinue features over time. We will not make a change that materially reduces the core functionality of the Service during a paid subscription term without giving you notice and, if the reduction is material and you object in writing within thirty days, a pro-rated refund of prepaid fees for the remainder of the term.

The Service is a tool, not a party to your deals. We are not a party to any agreement between you and a sponsor, agency, advertiser, or talent. We do not review, verify, negotiate, or take responsibility for the accuracy of insertion orders, contracts, deliverable lists, media plans, pricing, guarantees, or make-goods recorded in the Service.

4. Accounts, Authorized Users, and your responsibility for them

You are responsible for your account and for all activity that occurs under it. Specifically, you are responsible for:

• Your Authorized Users: You decide who gets access and at what role. You are responsible for their acts and omissions in the Service as if they were your own, and for ensuring each one complies with these Terms.
• Your Guest Reviewers: You decide which sponsor contacts and other outside parties receive Sponsor Portal links or share links, and you are responsible for who you send them to and what they do with them. Links are credentials. Anyone holding a valid link can view what it grants access to, so treat links as confidential, use expiring links where you need a time limit, and revoke a link when a recipient should no longer have access.
• Access credentials: You must keep sign-in credentials and portal links secure and notify us promptly at security@sponsorbridge.com if you believe an account or link has been compromised.
• Role configuration: The Service offers role-based visibility controls, including controls that hide deal financials from non-administrative members and controls that keep internal comments hidden from sponsors. Choosing and maintaining the right configuration for your organization is your responsibility.
• Legal authority over the people you enter: When you enter another person's information into the Service, including sponsor contacts, contract signers, talent, guests, and invitees, you confirm that you have the right to do so and to have us process that information on your behalf, and that you have given those people any notice and obtained any consent that the law requires. Section 12 of the Privacy Policy explains this in more detail.

Binding your Guest Reviewers: A Guest Reviewer accesses the Service through a link rather than by signing up, so you are responsible for ensuring that each Guest Reviewer you invite is bound to terms at least as protective as these Terms, whether through your own agreement with that sponsor or agency or through the confidentiality terms of your deal with them. We may present a short set of reviewer terms at the link before a Guest Reviewer is given access, and a Guest Reviewer who uses the link accepts those terms, but that does not replace your obligation above. Content a Guest Reviewer submits in your workspace, including comments and approvals, is Customer Content and is treated as yours.

We may suspend an individual Authorized User's or Guest Reviewer's access without suspending your account if we reasonably believe that person is violating these Terms or creating a security risk.

5. Customer Content

You own your content. You retain all right, title, and interest in Customer Content. We claim no ownership of it.

The license we need to run the Service: You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, encode, transcode, reformat, display, index, analyze, and otherwise process Customer Content, and to disclose it to our sub-processors, solely as necessary to provide, secure, support, and improve the operation of the Service for you and as otherwise permitted by these Terms and our Privacy Policy. This license exists so that the product can function. It ends when the content is deleted or the account is closed, subject to Section 15 and to backup and log retention described in the Privacy Policy.

We do not use your content to train AI models: We do not use Customer Content to train, fine-tune, or develop machine-learning models, and we do not license or sell Customer Content. Where we send Customer Content to a third-party AI provider to deliver a feature you have used, we do so under terms applicable to our account under which that provider does not use the submitted content to train its models. Section 8 and the Privacy Policy identify those providers and what is sent to them.

Your representations about your content: You represent and warrant that you have all rights necessary to submit Customer Content to the Service and to permit the processing described in these Terms, and that Customer Content, and our authorized processing of it, does not infringe or misappropriate any third party's intellectual property, privacy, publicity, or other rights, and does not violate any law or any agreement you have with a sponsor, agency, talent, or platform.

Backups are not a substitute for your own archive: We maintain operational backups, but you are responsible for keeping your own copies of anything you cannot afford to lose. We do not guarantee that deleted content can be recovered.

6. Confidentiality

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and contractors who need it and are bound by comparable obligations.

Pre-release content is Confidential Information: We understand that unreleased episodes, cuts, campaign terms, and deal financials are commercially sensitive. Customer Content is your Confidential Information, and our obligation to protect it survives termination and is not limited by the two-year clock in the next paragraph.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party without a duty of confidence, is independently developed without use of the disclosing party's information, or is rightfully obtained from a third party. A party may disclose Confidential Information if legally compelled, provided it gives reasonable advance notice where permitted by law and cooperates in seeking protective treatment. Except for Customer Content, confidentiality obligations run for two years after disclosure.

7. Acceptable use

You will not, and will not permit any Authorized User or Guest Reviewer to:

• use the Service in violation of any law, or to store or transmit content that is unlawful, infringing, defamatory, or that constitutes child sexual abuse material or non-consensual intimate imagery;
• upload content that you do not have the rights to upload, or use the Service to circumvent any third party's rights or any platform's terms;
• upload malware or attempt to gain unauthorized access to the Service, other customers' data, or our infrastructure;
• probe, scan, penetration-test, or load-test the Service without our prior written consent;
• reverse engineer, decompile, or attempt to derive the source code or underlying models of the Service, except to the extent that restriction is unenforceable under applicable law;
• resell, sublicense, rent, or provide the Service to third parties as a standalone service bureau, or use it to build a competing product;
• remove or obscure any proprietary notice, or misrepresent the Service as your own except through the white-label and co-branding features we provide;
• use the Service to send unsolicited commercial email, or to store or process special categories of data for which the Service is not designed, including payment card data outside our billing provider, government identifiers, health records, or information about children;
• interfere with the integrity or performance of the Service, or exceed documented rate limits or fair-use expectations in a way that degrades service for others.

We may suspend access immediately, with notice as soon as reasonably practicable, if we reasonably believe continued use presents a security risk, a risk of legal liability, or material harm to the Service or other customers. We will restore access promptly once the issue is resolved.

8. AI features

The Service includes automated features built on third-party AI models, including Brand Check, which reviews content against brand rules, the in-product assistant, and automated extraction of structured data from insertion orders and media plans.

These features are assistive and their output requires human review. Automated output can be incomplete, inaccurate, or wrong, including by missing a real brand-guideline violation or flagging something that is not a violation, and by mis-transcribing speech or mis-extracting a term from a document. Brand Check is not a legal, regulatory, advertising-compliance, or clearance review, and it does not determine whether content complies with any law, platform policy, or advertiser agreement. You are solely responsible for the content you publish and for the accuracy of the deal terms recorded in the Service. A passing Brand Check, an approval recorded in the Service, or an AI-extracted contract field is not a substitute for your own review.

To deliver these features we send Customer Content to the AI and transcription providers identified in the Privacy Policy. Using these features means agreeing to that processing. Where the Service allows a feature to be turned off, you may turn it off.

What you put in and what comes out are yours: What a user submits to an automated feature and what the feature returns are both Customer Content, and both are your Confidential Information under Section 6. Automated output about your content is never shared with another customer.

Output is probabilistic: Automated features generate output by inferring patterns rather than by applying deterministic rules, so the same content can produce different findings on different runs, and output that reads as precise can still be wrong. Evaluate it for accuracy as appropriate to your use, including by human review, before acting on it, publishing content, or telling a sponsor that content complies with their guidelines. You and your Authorized Users are responsible for all decisions made, advice given, actions taken, and failures to act based on automated output.

No adverse decisions about people: Do not use automated output to evaluate, rank, score, or make decisions about individuals, including talent, creators, or employees, and do not combine it with output about the same person from other sources to build a rating or a shared list.

9. Third-party services and integrations

The Service can connect to third-party services at your direction, including Google Drive for file import and social media accounts for analytics through our analytics provider.

Your use of a connected third-party service is governed by that third party's own terms and privacy policy, not by these Terms. You are responsible for having the right to connect each account and for complying with the terms of each platform, including the terms of any social platform whose data you retrieve through the Service. We are not responsible for a third-party service's availability, accuracy, changes to its API, or termination of your access, and we may stop supporting an integration if a third party changes or withdraws access.

Analytics figures shown in the Service originate from third-party platforms and providers. They are provided as reported to us, may be delayed, restated, incomplete, or unavailable, and should not be treated as audited figures for billing a sponsor without your own verification.

Platform terms flow through to you: When you connect a social account, we retrieve data on your behalf and subject to the terms that platform imposes on how that data may be used. You are responsible for complying with the terms, developer policies, and advertising policies of every platform whose data you retrieve through the Service, including at least the following:

By using an integration that retrieves data from a platform, you agree to that platform's terms. It is your responsibility to identify which platforms your data came from and to make sure your use of it complies.

When you export, the obligation becomes yours alone: Inside the Service we handle platform data under the terms the platform imposed on us. Once you export metrics or posts, share them outside the Service, or send them to another system, we no longer control how that data is used and cannot ensure that use complies with the originating platform's requirements or with privacy law. You are solely responsible for the compliance of any platform data you take out of the Service, including data you show to a sponsor outside the sponsor portal.

A platform can take its data away: If a platform stops making data available to us, or stops making it available on terms we consider reasonable, or requires us to delete data we already hold, we may stop providing the affected feature or remove the affected data, without liability to you, and you will cooperate in deleting that data from your own systems. We do not guarantee that historical metrics will remain available, and we have no obligation to retain them after your subscription ends.

10. Our intellectual property

We and our licensors own the Service, including all software, models, designs, interfaces, documentation, and trademarks, and all improvements to them. Except for the limited right to use the Service granted in these Terms, no rights are granted to you by implication or otherwise.

We may generate aggregated, de-identified statistics about how the Service is used, and may use them to operate, analyze, and improve our products and to produce general benchmarks, provided the results do not identify you, any individual, any sponsor, or any Customer Content, and are not derived by training models on Customer Content.

11. Feedback

If you send us suggestions or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation to you. We will not identify you as the source publicly without your permission.

12. Fees, trials, and payment

Fees: You will pay the fees stated in your Order Form or, for self-serve subscriptions, the fees presented at sign-up. Our standard model is a recurring platform fee for your organization plus a recurring fee for each show you place in an active, billable state. Activating or deactivating a show changes your bill; activation is an explicit action taken by an administrator in your organization, and we show a proration preview before it takes effect.

Trial: New organizations may receive a free trial as described at sign-up. Trial features, duration, and any usage limits are as presented in the product at the time, may change, and may be withdrawn for a given account. At the end of the trial, unless you have subscribed, your subscription will not begin and access may become read-only or be suspended. Trials are provided as-is and without any warranty or service commitment.

Billing and auto-renewal: Unless your Order Form says otherwise, subscriptions bill in advance on a recurring basis to the payment method on file and renew automatically for successive periods equal to the then-current term until cancelled. You may cancel renewal at any time before the start of the next period, effective at the end of the current period.

Payment processing: Payments are processed by our payment provider. We do not store full payment card numbers. You authorize us and our payment provider to charge your payment method for all fees due.

Taxes: Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes on our income. If we are required to collect a tax, we will invoice it and you will pay it.

Late and failed payments: Undisputed amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum the law allows, and we may suspend the Service after 10 days' written notice of non-payment. You will reimburse reasonable costs of collection.

Price changes: We may change prices effective at the start of your next renewal period, with at least 30 days' notice. If you do not accept the change, you may decline renewal before the new period begins. Prices fixed in a signed Order Form are fixed for that Order Form's term.

No refunds: Except as expressly stated in these Terms, fees are non-refundable and there are no credits for partial periods or unused capacity.

13. Order Forms and order of precedence

If there is a conflict between documents, the following order controls, from highest to lowest: (1) a signed Order Form or negotiated agreement between the parties, (2) any Data Processing Addendum, (3) these Terms, (4) the Documentation. A signed Order Form controls only to the extent it expressly addresses the conflicting subject.

14. Privacy and data protection

Our handling of personal information is described in the Privacy Policy, which is incorporated into these Terms. To the extent we process personal information on your behalf as your processor or service provider, that processing is governed by the Privacy Policy and, where required, a Data Processing Addendum executed between the parties.

15. Term, termination, and what happens to your data

Term: These Terms apply for as long as you use the Service. Your subscription term is as stated in your Order Form or, for self-serve subscriptions, the recurring period you selected.

Termination for convenience: You may stop using the Service and cancel renewal at any time. Cancelling does not entitle you to a refund of prepaid fees except as stated in Section 3.

Termination for cause: Either party may terminate for the other's material breach if the breach is not cured within thirty days of written notice, or immediately if the other party becomes insolvent or subject to bankruptcy proceedings. We may terminate immediately for a material breach of Section 7 that cannot reasonably be cured.

Effect of termination: Access ends, and any unpaid fees for the terminated term become due. For 30 days after termination, we will make your Customer Content available for export using the Service's export features, unless we terminated for a breach of Section 7 involving unlawful content or security. After that window, we will delete or de-identify Customer Content in the ordinary course, subject to the retention realities described in the Privacy Policy, including that certain immutable audit records and prior file versions may persist and that copies may remain in backups for a period after deletion.

Survival: Sections 5 (as to ownership), 6, 10, 11, 12 (as to amounts owed), 16, 17, 18, and 21 survive termination.

16. Disclaimers

Except as expressly stated in these Terms, the Service is provided “as is” and “as available.” To the fullest extent permitted by law, we disclaim all warranties, express, implied, and statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty arising from course of dealing or usage of trade.

We do not warrant that the Service will be uninterrupted, error-free, or secure against every attack, that it will meet your requirements, that defects will be corrected, or that any automated output, analytics figure, or extracted contract term will be accurate or complete.

17. Limitation of liability

No indirect damages: To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost goodwill, lost or corrupted data, or business interruption, whether or not it was advised of the possibility.

Cap: Each party's total aggregate liability arising out of or relating to these Terms will not exceed the total fees you paid or owed for the Service in the twelve months immediately preceding the first event giving rise to the claim. For a free trial or other unpaid use, our total liability will not exceed one hundred U.S. dollars ($100).

Exclusions from the cap: The cap and the exclusion of indirect damages do not apply to your obligation to pay fees, to either party's indemnification obligations under Section 18, to a party's breach of Section 6, or to liability that cannot be limited by law, including gross negligence, willful misconduct, and fraud.

Basis of the bargain: These limits are an essential element of the pricing and allocation of risk between the parties and apply even if a limited remedy fails of its essential purpose.

18. Indemnification

By you: You will defend, indemnify, and hold us harmless from any third-party claim, and any resulting damages, losses, and reasonable costs including attorneys' fees, arising out of or relating to: (a) Customer Content, including any claim that it infringes or misappropriates a third party's rights, violates a law, or breaches your agreement with a sponsor, agency, advertiser, talent, or platform; (b) the acts or omissions of your Authorized Users or Guest Reviewers, or your decision to grant any person access to content; (c) your use of the Service in violation of these Terms or applicable law; (d) any claim by an individual whose personal information you entered into the Service arising from your failure to provide required notice or obtain required consent; or (e) any dispute between you and a sponsor, agency, advertiser, or talent, including disputes about what was promised, what was delivered, what was approved, or what a sponsor is owed.

By us: We will defend, indemnify, and hold you harmless from any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes that third party's United States patent, copyright, or trademark, and any resulting damages and reasonable costs finally awarded or agreed in settlement. This obligation does not apply to a claim arising from Customer Content, from your combination of the Service with anything we did not provide, from your use in violation of these Terms, from a modification we did not make, or from your continued use of a version after we made a non-infringing update available. If such a claim arises, we may modify the Service to be non-infringing, obtain a license, or terminate the affected Service and refund prepaid unused fees. This paragraph states our entire liability for infringement claims.

Process: The indemnified party will promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (except that no settlement imposing a non-monetary obligation on the indemnified party may be made without its consent), and provide reasonable cooperation at the indemnifying party's expense.

19. Publicity

Neither party will use the other's name, logo, or trademarks in a public announcement or marketing material without prior written consent, which may be given by email.

20. Beta and preview features

We may make features available that are labeled beta, preview, early access, or similar. Those features are optional, provided as-is without any warranty, support commitment, or indemnity, may change or be withdrawn at any time, may not be covered by our standard security and availability practices, and should not be used with data you cannot afford to lose. Our liability for a beta feature is limited to the amount in the second paragraph of Section 17.

21. General

Governing law and venue: These Terms are governed by the laws of the State of Wyoming, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods. The state and federal courts located in New Castle County, Wyoming have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum.

Jury trial and class action waiver: To the extent permitted by law, each party waives any right to a jury trial and agrees to bring claims only in an individual capacity, not as a plaintiff or class member in any purported class or representative proceeding.

Changes to these Terms: We may update these Terms. For a change that materially and adversely affects your rights, we will give at least 30 days' notice by email to your account administrators or by an in-product notice, and the change takes effect at the start of your next renewal period. Other changes take effect when posted. Continued use after a change takes effect means you accept it. If a signed Order Form is in place, changes to these Terms do not alter its commercial terms.

Notices: Legal notices to us must be sent to legal@sponsorbridge.com. Notices to you may be sent to the email addresses of your account administrators or delivered in-product, and are deemed received when sent or posted.

Assignment: Neither party may assign these Terms without the other's written consent, except that either party may assign them in full to a successor in a merger, acquisition, or sale of substantially all assets, with notice to the other.

Force majeure: Neither party is liable for a delay or failure to perform, other than a payment obligation, caused by an event beyond its reasonable control, including natural disaster, war, civil unrest, labor action, epidemic, government action, internet or utility failure, or the failure of a third-party infrastructure provider.

Independent contractors: The parties are independent contractors. Nothing here creates a partnership, joint venture, agency, or employment relationship, and neither party may bind the other.

Export and sanctions: Each party will comply with applicable export control and economic sanctions laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, that you are not on a U.S. restricted party list, and that you will not make the Service available to any such person.

U.S. government users: The Service is a commercial item. Any use by or for the U.S. government is subject to these Terms as permitted by FAR 12.212 and DFARS 227.7202.

Severability, waiver, and entire agreement: If a provision is held unenforceable, it will be limited or severed to the minimum extent necessary and the rest remains in effect. A failure to enforce a provision is not a waiver of it. These Terms, together with any Order Form, Data Processing Addendum, and the Privacy Policy, are the entire agreement between the parties on this subject and supersede all prior proposals and understandings. Any purchase order terms, click-through terms in your own procurement system, or other terms you present are rejected and have no effect unless we sign them.