These FootballCo Standard Terms and Conditions for Advertising apply and are incorporated into any FootballCo IO for Advertising and represent the Parties’ common understanding for doing business.

General Terms

1.               Language

1.1           These Terms are drafted in the English language.

1.2           Any notice or other documents provided under or in connection with this Agreement shall be in English or accompanied by a certified English translation.

1.3           If these Terms or any notice or document relating to it is translated, the English version shall always prevail if there is a conflict.

2.               Incorporation Terms

2.1           These Terms consist of these Terms which apply to the purchase by a Buyer of any Advertising Inventory on the FootballCo Network.

2.2           If any Content Creation Services are provided by FootballCo in relation to any IO, then unless covered by a separate FootballCo content creation agreement FootballCo IO Additional Content Creation Services Terms and Conditions at Schedule 1 shall also apply.

2.3           The Buyer accepts and agrees to be bound by each of the relevant parts of these Terms by submitting, accepting or confirming an IO.

2.4           These Terms shall apply to and form part of all IO’s in relation to the purchase of Advertising Inventory concluded on or after 1 December 2025.

2.5           The Parties agree that these Terms are the only terms and conditions upon which FootballCo is prepared to deal and shall govern and apply to the exclusion of any other terms or conditions which the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.6           Any terms or conditions contained in, referenced by, or accompanying any order, acknowledgement, confirmation, invoice, specification or other document issued by the Buyer (including any terms provided after the date of the IO) shall be of no effect and are hereby rejected. Performance by FootballCo, including delivery of goods or provision of services, acceptance of any order, or acceptance or payment of any sum, shall not constitute acceptance of any such terms.

2.7           Each IO placed by the Buyer shall be deemed to be an offer to purchase subject solely to these Terms, and any acceptance by FootballCo shall be expressly conditional upon the Buyer’s acceptance of these Terms without modification. No addition to, amendments, variation of, or qualification to these Terms shall be binding unless expressly agreed in writing and signed by an authorised signatory of FootballCo, making specific reference to this clause and to the precise terms varied. For the avoidance of doubt, any purported acceptance or counteroffer by the Buyer that purports to incorporate or apply its own terms shall be ineffective unless it complies with this paragraph.

2.8           If there is any conflict between these Terms and an IO, the IO will prevail. In the event of any conflict or inconsistency between these Terms and any other document, agreement or communication between the Parties, these Terms shall prevail to the fullest extent permitted by law.

2.9           The Parties acknowledge and agree that this clause 2 is intended to and shall operate notwithstanding any conflicting or subsequent terms proposed by the Buyer, whether before, at the time of, or after contract formation, and regardless of any act of performance by either Party.

2.10        No Obligation to Accept IO: FootballCo shall have no obligation to accept any IO relating to the purchase of Advertising Inventory for display on the FootballCo Network submitted by the Buyer.

2.11        Acceptance of IO: FootballCo shall be entitled to accept an IO for Advertising Inventory in such manner as it determines, including by signing and returning an IO or otherwise confirming acceptance of the IO in writing (email to suffice), by the fulfilment of an IO or using an electronic approval/booking system.

2.12        Requirement to Submit IO: Where the Buyer places an order for the purchase of Advertising Inventory other than in the form of a prescribed IO, FootballCo reserves the right to require the relevant Buyer to complete and submit an IO.

3.               Status of Buyer

3.1           Agency: It is acknowledged that the Buyer may be an Agency or acting on behalf of a Client. Where the Buyer is an Agency or acting on behalf of a Client, unless prohibited by law, it is acknowledged that such Agency or buyer is engaging FootballCo as an agent for its Client(s), which Client(s) shall be disclosed in an Insertion Order. In connection therewith, the Agency represents and warrants that it has full authority to bind Client to these Terms.

3.2           Where the Buyer is an Agency, these Terms shall be read and construed in all respects as if all references to Buyer in these Terms shall be deemed to be references to the Agency.

3.3           Agency undertakes to perform all rights, benefits, interests, obligations, liabilities and duties of the Buyer under or in connection with this Agreement.

3.4           Affiliates: If any Affiliate of a Buyer is entitled to the benefit of the Agreement under a relevant IO:

3.4.1       the Buyer shall be responsible for the acts and/or omissions of its Affiliate in connection with the Agreement;

3.4.2       the Buyer will be liable to FootballCo for the acts or omissions of the Affiliate as if they were acts or omissions of the Buyer, including to the extent they breach the Buyer's obligations under the Agreement or are otherwise stated in the Agreement to apply to such Affiliates;

3.4.3       all claims arising out of or in connection with the Agreement from an Affiliate against FootballCo in respect of a breach of contract, tort (including negligence), breach of statutory duty or otherwise however arising from the Agreement shall be brought, to the extent permissible in law, by the Buyer itself on behalf of the Affiliate; and

3.4.4       where an Affiliate brings any claim against FootballCo in breach of clause 3.4.3 the Agency will indemnify FootballCo against all costs and expenses incurred by FootballCo in defending such claim.

4.               Duration

4.1           This Agreement will commence on the Effective Date and continue in force until: (i) delivery of all of the Target Impressions; or (ii) delivery of all of the Advertising Inventory or if more than one is applicable in respect of the relevant IO, the latest to occur of them.

5.               Advertising Copy

5.1           Buyer will provide the Advertising Copy to FootballCo. All Advertising Copy provided by or on behalf of the Buyer:

5.1.1       shall be provided in accordance with all Technical Requirements, in each case as may be notified by FootballCo (acting reasonably);

5.1.2       must be provided by the Copy Deadline;

5.1.3       may be rejected by FootballCo for any reason (in its sole discretion but acting reasonable), including if the Advertising Copy is changed without FootballCo's consent after it has been accepted or if FootballCo in its reasonable opinion considers the Advertising Copy to be unsuitable for display by FootballCo, including, without limitation, for non-compliance with Applicable Laws or any Technical Requirements.

5.2           Late delivery of Advertising Copy: If any Advertising Copy is delivered later than the Copy Deadline FootballCo shall use commercially reasonable endeavours to fulfil the relevant IO. However, FootballCo shall be deemed to have delivered any Advertising Inventory that it is not in fact able to deliver if and to the extent that FootballCo has been unable to do so as a result of late delivery of Advertising Copy. FootballCo reserves the right, in its sole discretion, to apply a late booking fee in the case of any IO that is made by the Buyer after the Copy Deadline, but which is still accepted by FootballCo. The amount of any late booking fee shall be specified by FootballCo prior to acceptance of the IO and shall be payable by the Payment Date.

5.3           Right of Removal: FootballCo may at any time and without any liability to the Buyer stop the display of the Advertising Copy in order to comply with Applicable Laws or in response to (or anticipation of) any complaint or any regulatory adjudication, intervention, requirement or ruling.

5.4           Substitution of Advertising Copy: Where Advertising Copy in the opinion of FootballCo (acting reasonably) is or could reasonably be expected to become non-compliant with any provision of clause 5.1 or is removed under clause 5.2, FootballCo will use reasonable efforts to notify the Buyer, and the Client may be entitled to submit substitute Advertising Copy for approval.

5.5           Notwithstanding any other term of this Agreement, the Buyer shall be liable for all costs and expenses in connection with the design, production and delivery of the Advertising Copy.

5.6           Without limitation, the Buyer shall be solely liable for, and shall reimburse FootballCo for, all costs arising from any addition to, changes in or deletions from any Advertising Copy required by the Buyer after any Advertising Copy has already been accepted by FootballCo or if required by any Competent Authority or to comply with any Applicable Laws.

5.7           FootballCo reserves the right to do any act or thing without liability in respect of the display of any Advertising Copy which contains or which FootballCo reasonably regards as containing any material which is in breach or suspected breach of Applicable Laws or which FootballCo otherwise reasonably considers to be unsuitable for display.

5.8           Exposure: Subject to the Terms of this Agreement, the Client will receive the Advertising Inventory and or Target Impressions for the Brand as specified in the IO.

5.9           Editorial Control: The Buyer acknowledges and agrees that all editorial and creative decisions concerning the development, production, acquisition, content, exploitation, and scheduling of the FootballCo Content and of any material appearing before, after, or surrounding the Advertising Copy are at the sole discretion of FootballCo.

5.10        Preferred Positions: FootballCo does not guarantee that the times, dates of display and/or Preferred Positions of Advertising Copy on the FootballCo Network agreed between the Parties will be adhered to by FootballCo, but FootballCo will use commercially reasonable endeavours to fulfil such requirements.

5.11        Postponement: FootballCo shall be entitled to postpone the Deal Period to a time determined in its sole discretion provided that in the event that FootballCo wishes to postpone the Deal Period by more than 60 days then the Buyer shall be entitled to terminate the Agreement immediately without liability.

6.               Fee and Payment

6.1           General Payment Obligation: In consideration of the obligations of FootballCo to the Buyer under the Agreement, the Buyer shall pay to FootballCo the Fees and any Disbursements by the Payment Date(s) in the manner specified in the IO.

6.2           Currency: All payments will be in the currency specified in the IO or if no currency is specified in the IO, all payments will be in the currency specified in FootballCo’s invoice(s). Payment from Buyers must be made in the invoiced currency.

6.3           If Buyer uses a purchase order or similar system (“PO”), it must issue a PO upon execution of the Agreement, any renewal, and any future expansion. Any delay or failure in issuing a PO will not relieve the Buyer of its payment obligations (including payment dates) under the Agreement. The Parties hereto agree to expressly reject, exclude and will not be bound by any additional, inconsistent or conflicting terms to this Agreement which may appear on any PO, including Buyer's purchasing terms, questionnaires, vendor onboarding form and other general terms and conditions prescribed or furnished by the Buyer or on the Buyer’s behalf.

6.4           Disclosure of Credit Information: The Buyer agrees that FootballCo may disclose to any credit information service any information provided by the Buyer to FootballCo (and that any third parties may disclose to FootballCo information provided by the Buyer to such third parties) or relating to FootballCo's dealings with the Buyer. The Buyer warrants that all information provided by the Buyer to FootballCo and any credit information service shall be true, accurate and not misleading and the Buyer undertakes to notify the recipients of such information promptly of any material change in such information.

6.5           Subject to clause 6.6, the following payment terms will apply depending on credit checks.:

6.5.1       Where no credit rating or where no terms are specified in an IO, all FootballCo invoices are payable by the Buyer within 30 days of the Payment Date or the date of the invoice (whichever is the earlier).

6.5.2       Where any credit check has resulted in or an IO indicates:

(a)      a negative rating or high credit risk, payment terms of all invoices by the Buyer shall be immediate and FootballCo shall not be obliged to provide any Advertising Copy or services unless or until an upfront payment has been received in cleared funds;

(b)     a moderate rating or substantial credit risk,
payment terms will be 30 days and payment will be due on execution of the Agreement and shall either be required to be an upfront payment or if specified in the IO shall be payable in equal instalments on the dates or intervals specified in the IO.

(c)      a positive rating or low credit risk,
Payment terms will be 30 days and payments will become due at end of the applicable interval as set out in the IO or at the end of the specific media Campaign as specified in the IO.

6.6           FootballCo may in its absolute discretion at any time grant credit (with or without conditions and/or limits) to Buyer and withdraw credit previously granted to the Buyer and/or vary any conditions and/or limits applying to any credit. For the purposes of FootballCo considering whether or not to grant credit, the Buyer will provide to FootballCo any credit information reasonably required promptly upon request. The Buyer will comply with the obligations contained in any agreement between it and FootballCo or any third party relating to the granting of credit by FootballCo (including specific terms of any bank guarantee that may be required to secure a credit facility). The Buyer acknowledges that no information or report made by FootballCo or any third party will in any way oblige FootballCo to grant credit (on particular terms or otherwise) to the Buyer.

6.7           Invoicing: FootballCo is entitled to raise an invoice on each of the Payment Date(s) specified in an IO. Unless the IO provides otherwise, all invoice(s) will be rendered in accordance with clause 6.5;  or at FootballCo discretion at least 30 days prior to the first display of the Advertising Copy on the FootballCo Network; on execution of this Agreement or at the end of the applicable media campaign. Failure by FootballCo to render or dispatch invoices at the times referred to above, specified in an IO, or at all will not affect the obligation of Buyer to make payment.

6.8           FootballCo may in its sole and absolute discretion pay commission to an Agency ("Agency Commission") in respect of the provision of Advertising Inventory. The IO will state whether: (a) the Fee is inclusive of any Agency Commission, which FootballCo will then pay to the Agency; or (b) any Agency Commission will have already been retained by the Agency. If any such commission is payable that entitlement will be set out in an IO. The IO will also specify the amount of Agency Commission payable to the Agency. FootballCo requires Agencies to comply with its Agency recognition criteria before Agency Commission can be considered.

7.               Set Off: All payments due from the Buyer to FootballCo shall be made in full and the Buyer shall have no right to claim any set off or to make any counterclaim in any proceedings brought by FootballCo in respect of any such payment. FootballCo is entitled to set off any monies due to it (or its Affiliates) by the Buyer (or any of such Buyer's Affiliates).

7.1           Late Payments: Without prejudice to any other rights or remedies available to FootballCo, if payment of any Fees due from Buyer is delayed or late, FootballCo may at its sole discretion apply any of the following:

7.1.1       Advertising Copy not being published or displayed on planned Advertising Inventory;

7.1.2       Advertising Inventory being withdrawn and no longer being available;

7.1.3       Suspend or terminate the Agreement t in accordance with clause 8; and/or

7.1.4       Charge interest in accordance with clause 7.3.

7.2           Time shall be of the essence with regard to the payment of any amounts due to FootballCo under the Agreement.

7.3           Interest on Late Payments: If any Fee due under the Agreement is not paid on or before its due date, then without prejudice to any other rights it may have under the Agreement, FootballCo may charge interest on any unpaid amount at a rate of 4% per annum above the base rate from time to time of Barclays Bank plc from the due date until the date of payment, and such interest shall accrue daily and be payable on demand.

7.4           Tax: Buyer shall make all payments due under this Agreement (including principal, interest, fees, premium, expenses or other amounts) free and clear of any restrictions or conditions, and without deduction or withholding for or by reference to, or on account of, any present or future taxes of any nature, now or hereafter and wheresoever imposed, unless Buyer is compelled by law or by reason of any condition attached to any consent or authorization granted to enable Buyer to fulfil its obligations hereunder, to deduct or withhold such tax.

7.5           Withholding tax: In the event that Buyer is compelled by law or by reason of any condition attached to any consent or authorisation granted to enable Buyer to fulfil its obligations hereunder to make any deduction or withholding from any Fees or any other payment due under this Agreement, Buyer shall:

7.5.1       pay to the appropriate authority, for its own account, the amount of any and all such deductions or withholdings which Buyer is so compelled to make, whether on behalf of FootballCo or otherwise, prior to the date upon which any penalty may attach thereto;

7.5.2       within 20 Working Days of either making such deduction or withholding or making the payment to the appropriate authority described in paragraph 7.5.1, provide FootballCo any applicable statement or other evidence to FootballCo’s reasonable satisfaction that such withholding or deduction or payment to the appropriate authority has been made; and

7.5.3       pay in the same manner and at the same time as the payment from which the deduction or withholding has been made, such additional amounts as may be necessary to ensure that FootballCo receives a net amount equal to the full amount which it would have received had such payment not been made subject to such deduction or withholding. This Grossing-Up Tax Clause (clause 7.5.3) is intended to ensure that FootballCo receives the full intended Fee amount, notwithstanding any tax liabilities that may arise.

7.6           Refund: To the extent that any deduction, withholding or tax in respect of which an additional amount has been paid under clause 7.6 results in FootballCo obtaining a refund, reimbursement or relief (all reasonable endeavours having been used to obtain such refund, reimbursement or relief), FootballCo shall pay to Buyer, within 10 Working Days of obtaining the benefit of the refund, reimbursement or relief, an amount equal to the lesser of the value of the refund, reimbursement or relief obtained and the additional sum paid under clause 7.6.

7.7           Reasonable assistance: The Parties shall provide all assistance that is reasonably requested by the other party to complete any procedural formalities necessary to obtain authorisation to make a payment due under this Agreement without any deduction or withholding or to reclaim from any applicable taxation authority any deduction or withholding that has resulted in a payment under Clause 7.6 (including in relation to claiming any applicable relief under a double taxation treaty between the jurisdictions in which the Buyer and FootballCo are resident for tax purposes).

8.               Suspension and Termination

8.1           FootballCo may, by notice in writing to the Buyer, suspend or terminate the Agreement and/or any accepted IO (in full or in part):

8.1.1       if the Buyer commits any material breach of any provision of the Agreement (and in the case of a remediable breach, fails to remedy such breach within 10 Working Days' from receipt of written notice from FootballCo specifying the breach); or

8.1.2       if the Buyer (and/or Client) ceases to carry on business, becomes insolvent, has a receiver, administrative receiver or manager appointed over the whole or any part of its assets, enters into any composition with creditors generally, or has an order made or resolution passed for it to be wound up (otherwise than in respect of any scheme for amalgamation or reconstruction) or undergoes any similar or equivalent process in any jurisdiction; or

8.1.3       any changes in Applicable Laws or the FootballCo's status prevent it from continuing or, in FootballCo's reasonable opinion, make it more onerous for FootballCo to provide the Advertising Inventory or otherwise fulfil its obligations under the Agreement; or

8.1.4       the activities or conduct of the Buyer and/or Client or activities relating to its business are such that FootballCo reasonably considers them to be detrimental to the repute and/or goodwill of FootballCo or any of its Affiliates or such activities or conduct are in any other way detrimental to any of FootballCo’s brands; or

8.1.5       if there is a material change in the ownership of or a change of control of the Buyer or if the Buyer disposes of all or a substantial part of its assets or undertaking;

8.1.6       if the Buyer fails to make payment of any Fees due by the applicable Payment Date; or

8.1.7       in accordance with the provisions of clause 14 (Force Majeure).

8.2           Consequences of Termination: Upon termination, the rights and obligations of the Parties under the Agreement shall terminate and be of no future effect, except that:

8.2.1       any rights or obligations to which either of the Parties may be entitled (FootballCo's right to be paid any monies due and owing by the Buyer) or be subject before such termination shall remain in full force and effect; and

8.2.2       any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry shall remain in full force and effect.

8.3           Termination or expiry of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

9.               Intellectual Property Rights

9.1           Grant of Rights: The Buyer grants to FootballCo, or will procure the grant to FootballCo of, a non-exclusive, sub-licensable, royalty free right and licence to copy, reproduce, transmit, distribute (including by broadcasting), publish, download, modify (as otherwise permitted herein), and/or otherwise exploit and/or authorise other persons to copy, reproduce, transmit, distribute, publish, download, modify (as otherwise permitted herein), the Advertising Copy and the Client's Logo on and in association with the FootballCo Network to the extent necessary for the fulfilment of the purposes of the Agreement.

9.2           Rights in the FootballCo Content: The Buyer acknowledges and agrees that all Intellectual Property Rights and all other rights of whatever nature in the FootballCo Content and the FootballCo Network (except any Intellectual Property Rights in the Advertising Copy or the Client's Logo), including goodwill associated with the FootballCo Content and FootballCo Network, shall remain the sole property of FootballCo, or its programme suppliers or its other licensors and that neither the Buyer nor, if different, the Client shall acquire any Intellectual Property Rights or other rights in the FootballCo Content or FootballCo Network, or any developments or variations of the FootballCo Content or FootballCo Network.

9.3           Rights in the Advertising Copy and Client's Logo:  Subject to clause 6.1, FootballCo acknowledges and agrees that any Intellectual Property Right and other rights in the Advertising Copy and the Client's Logo shall remain the sole and exclusive property of the Client, or its third party licensors as the case may be, together with any goodwill associated with the Advertising Copy and the Client's Logo or in any developments or variations of them.

10.            Warranties and Indemnities

10.1        Buyer Warranties: The Buyer warrants and undertakes:

10.1.1    it will be responsible for obtaining, maintaining and paying for all necessary permits, licenses, authorizations and any other consents (whether statutory or otherwise) required in connection with the performance of its obligations under the Agreement, including, but not limited to: (i) all the Intellectual Property Rights and the appearances of any person in the Advertising Copy including any music rights or performing rights; and (ii) as may be required to carry on business in the Territory in its field of business, or as may be required to undertake advertising activities in the Territory in respect of that business;

10.1.2    the Advertising Copy and all content, copy and materials supplied by the Client (including the Client's Logo and the Brand) complies with all Applicable Laws, and does not infringe the rights of any person and that the copying, broadcast, transmission, display and use of such content, copy and materials by FootballCo under the Agreement will comply with all Applicable Laws (including the spirit and not just the letter of any applicable codes or regulation of any Competent Authority) and will not infringe the rights of any person;

10.1.3    it will comply with all Applicable Laws in connection with the performance of its obligations under or in connection with the Agreement;

10.1.4    the Advertising Copy will be accurate, complete and true and will not have been copied from any other source;

10.1.5    the Advertising Copy will not otherwise be in any way misleading, defamatory, obscene, indecent or otherwise offensive or unlawful; and

10.1.6    no Advertising Copy will contain or give access to any Viruses.

10.2        Buyer Indemnity: Notwithstanding anything to the contrary contained herein, the Buyer will indemnify, defend and hold harmless and keep FootballCo and its respective Affiliates (each an “Indemnified Party”) indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liabilities (including any regulatory fines) arising from any breach or threatened or purported breach of the above warranties or any of its other obligations contained in the Agreement in consequence of the use, recording or broadcasting in the form submitted or prescribed of any Advertising Copy or Client Logo or other display materials supplied by or transmitted or displayed for the Client.

10.3        Conduct of Claims: The Indemnified Party shall, upon becoming aware of any third-party claim or potential claim that may give rise to a liability under the indemnity under clause 10.2 (the "Claim"), comply with the following obligations:

10.3.1    Provide the Buyer with written notice of the Claim as soon as reasonably practicable, specifying the nature of the Claim in reasonable detail.

10.3.2    The Indemnified Party may settle the Claim (after giving prior written notice of the terms of settlement to the Buyer, but without obtaining the Buyer’s consent) if the Indemnified Party reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect.

10.3.3    Subject to 10.3.2 and the Buyer providing security to the Indemnified Party's reasonable satisfaction against any claim, liability, costs, expenses, damages, or losses which may be incurred, take such action as the Buyer may reasonably request to avoid, dispute, compromise, or defend the Claim.

10.4        Co-operation with the Competent Authority: If any Competent Authority raises any concerns or issues with the display of Advertising Copy by FootballCo in accordance with this Agreement, the Buyer shall (at its sole cost and expense) co-operate with FootballCo and provide such assistance and information as may reasonably be required by the FootballCo in connection with any concerns or issues raised by a Competent Authority.

11.            Limitation on Liability

11.1        FootballCo will monitor delivery of the Advertising Inventory or Target Impressions and will notify Buyer in the case of any material under-delivery. In the event of any material under-delivery or failure to deliver any guaranteed Inventory or Target Impressions FootballCo may arrange for a makegood consistent with the terms of this Agreement. FootballCo shall use commercially reasonable efforts to agree upon the conditions of any alternative inventory or makegood. Subject to clause 11.3, the provision of alternative inventory/impressions/makegood under this clause 11.1 to reflect the under-delivery from the specifications of the IO shall be the limit of FootballCo's liability under the Agreement or otherwise if FootballCo should fail to materially deliver the Advertising Inventory or Target Impressions (or any part of any of them), in each case as set out in an IO.

11.2        Subject to clause 11.3 FootballCo's and its Affiliates total liability to the Buyer or Client arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the higher of (a) £50,000 GBP; or (b) the total Fees or other amount paid and/or payable by the Buyer (less any applicable VAT or other taxes) to FootballCo under the applicable IO.

11.3        Nothing in this Agreement limits any liability for:

11.3.1    any liability which cannot legally be limited;

11.3.2    death or personal injury caused by negligence;

11.3.3    fraud or fraudulent misrepresentation; or

11.3.4    any liability arising under clause 10 (Warranties and Indemnities).

11.4        Subject to clause 11.3, FootballCo shall not be liable to the Buyer or Client for any: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; and (g) any indirect or consequential loss.

11.5        Unless the Buyer notifies FootballCo of an intention to make a claim in respect of an event within six (6) months of becoming aware of the event, FootballCo shall have no liability for that event. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

11.6        If FootballCo's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Buyer,  its agents, subcontractors, consultants or employees, including any delay to provide Advertising Copy or provide any agreement of approval, FootballCo shall not be liable any delay or failure in the provision of any Advertising Inventory and or Target Impressions or any costs, charges or losses sustained or incurred by the Buyer that arise directly or indirectly from such prevention or delay.

11.7        The Parties acknowledge that the rights and obligations of FootballCo under the Agreement are subject to the Applicable Laws in force from time to time and accordingly if there is any inconsistency between the terms of the Agreement and the Applicable Laws, the Applicable Laws shall prevail and FootballCo shall have no liability to the Buyer or Client if FootballCo, acting reasonably, considers that to perform any of its obligations hereunder risks liability being incurred (on the part of any Party) or enforcement action against any Party, as a result of the application of any Applicable Laws or change to the Applicable Laws.

12.            Confidentiality and Public announcements

12.1        Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers or suppliers of the other party or and of its Affiliates s, except as permitted by clause 12.2.

12.2        Each party may disclose the other party's confidential information: (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3        Neither party shall use the other Party's confidential information for any purpose other than to perform its obligations under this Agreement.

12.4        The Buyer shall not, or permit any person to make, any public announcement that references FootballCo, its Affiliates or the Football Network or otherwise concerning the existence, subject matter or terms of this Agreement, the wider transactions contemplated by it, or the relationship between the Parties, without the prior written consent of FootballCo (email to suffice and such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

12.5        FootballCo shall be entitled to refer to the Buyer's association with FootballCo and to promote the FootballCo Network, FootballCo and its advertising and sponsorship business generally.

13.            Data Protection

13.1        Both Parties shall comply with all applicable Data Protection Laws and regulations, including the UK GDPR and the Data Protection Act 2018. Each party agrees to:

13.1.1    Process personal data only for the purposes set out in this Agreement and in accordance with documented instructions from the other party, unless required to do otherwise by applicable law. In such a case, the party shall inform the other party of that legal requirement before processing, unless the law prohibits such information on important grounds of public interest.

13.1.2    Implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including, as appropriate, measures to protect against unauthorised or unlawful processing and against accidental loss, destruction, or damage.

13.1.3    Ensure that all personnel authorised to process personal data are subject to a duty of confidentiality.

13.1.4    Assist the other party, at its own cost, in responding to any request from a data subject and in ensuring compliance with obligations under applicable Data Protection Laws with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities.

13.1.5    Notify the other party without undue delay upon becoming aware of a personal data breach.

13.1.6    At the written direction of the other party, delete or return personal data and copies thereof on termination of the Agreement, unless required by law to store the personal data.

13.1.7    Maintain records to demonstrate compliance with this clause and allow for audits by the other party or its designated auditor, upon reasonable written notice.

13.1.8    The Parties may enter into a separate data processing agreement or revise this clause with any applicable standard clauses approved by the UK Information Commissioner's Office or forming part of an applicable certification scheme or code of conduct.

13.2        Where the Parties act as joint controllers, they shall allocate responsibility for compliance with applicable Data Protection Laws in accordance with a separate data sharing agreement.

14.            Force Majeure

14.1        Excluding payment obligations, neither party shall be liable for any delay or failure in the performance of its obligations under this Agreement to the extent that such delay or failure is caused by a Force Majeure Event.

14.2        The party affected by a Force Majeure Event shall: (a) promptly notify the other party in writing of the occurrence of the Force Majeure Event and its expected duration; (b) use all reasonable endeavours to mitigate the effects of the Force Majeure Event on the performance of its obligations under this Agreement; and (c). resume performance of its obligations as soon as reasonably practicable after the removal of the Force Majeure Event.

14.3        If the period of delay or non-performance continues for more than six months, the party not affected by the Force Majeure Event may terminate this Agreement by giving not less than 21 days' notice to the affected party, without prejudice to FootballCo’s right to be paid by the Buyer any monies due and owing by the Buyer to FootballCo at the time of such termination.

15.            Assignment

15.1        The Buyer may not, without the prior written consent of FootballCo assign, dispose of, hold on trust, sub-contract, delegate or deal in any other manner with this Agreement or any of its rights and obligations under it, or purport to do any of the same.

15.2        FootballCo shall be free to assign, sub-contract and otherwise deal freely with the Agreement including all or part of its rights and/or obligations under the Agreement to any third party without the Buyer's consent.

16.            General

16.1        Notices: Notices must be sent in writing to the address in the IO or to such other address as a party may specify in writing. Notices may be sent by hand, by email, by registered post, or by courier (except that any notice of termination or breach may not be served by email).

16.2        Brand Safety Policy: The Buyer will not do anything which could breach the terms of FootballCo’s brand safety policy, available at https://www.footballco.com/brand-safety and as updated from time to time.

16.3        Entire Agreement: All terms or conditions of Buyer are excluded from the Agreement and the terms of the Agreement may only be amended or varied in accordance with clause 2.7. The Agreement contains the whole agreement between the Parties and replaces all prior arrangements relating to its subject matter.

16.4        Severability and Waiver: If any provision of the Agreement is held to be illegal, invalid, or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the Parties, or, if incapable of such enforcement, will be deemed to be severed and deleted from the Agreement, while the remainder of the Agreement will continue in full force and effect. The waiver by either Party of any default or breach of the Agreement will not constitute a waiver of any other or subsequent default or breach.

16.5        No Third Party Rights: Except as otherwise provided in the Agreement, a person who is not a party to the Agreement may not enforce any of their provisions under the Contracts (Rights of Third Parties) Act 1999, except that any Affiliate of FootballCo shall be entitled to enforce any provision of the Agreement as if the Affiliate was FootballCo under the Agreement.

17.            Interpretation

The following definitions and rules of interpretations apply to these Terms and any IO.

17.1        Definitions:

Advertising Copy means any item of advertising copy to be displayed in Advertising Inventory on the FootballCo Network provided or produced by or on behalf of Buyer.

Advertising Inventory means commercial advertising, on within or around the FootballCo Network including video advertising (pre and post roll), standard display (468 x 60, 300 x 250, 120 x 600, 160 x 600, 728 x 90), sponsorship and integrated placements (editorial content upload, fixed links, newsletter integration, solus email sends, co-branded channel headers and sponsorship stings) as specified in an IO.

Affiliate means in respect of a company, a company which is its subsidiary or holding company or a company which is a subsidiary of that holding company, and the terms 'subsidiary' and 'holding company' shall have the meaning given to them by section 1159 and Schedule 6 of the Companies Act 2006.

Agency means an advertising agent, agency, agency buying group, or any other person being a person or entity buying Advertising Inventory from FootballCo on behalf of one or more Clients.

Agency Commission has the meaning given in clause 6.8.

Agreement means these Terms and Conditions, including Schedule 1, together with any agreed IO and or any agreed Content Plan (as defined in Schedule 1).

Applicable Laws means all applicable laws, statutes, regulations and codes from time to time in force that relate to any rights or obligations with or in connections to this Agreement.

Brand means the Client's brand or product identified in the IO, or if no such brand or product is identified, the Client's business.

Buyer means the person identified in the Insertion Order, being either an Agency or a Client provided that where such a person is not a Client clause 3.1 shall always apply and the entity shall be deemed an Agency.

Client means the advertiser identified in the IO.

Client's Logo means the Client's logo or trademark.

Competent Authority means any national court, the European courts, any governmental authority, any other person exercising powers pursuant to any Applicable Laws over any aspect of the performance or fulfilment or any rights, entitlements or obligations under an IO or any other official person.

Content Creation Services means services provided by FootballCo for the creation of Deliverables (as defined in Schedule 1).

Copy Deadline means the time and date specified for the provision of Advertising Copy or such other time and date as the Parties may agree in writing (email to suffice) or if none is specified 5 Working Days before the first intended display date.

Data Protection Laws:  all Applicable Laws relating to the protection of personal data and the privacy of individuals, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the guidance issued by the Information Commissioner or any other relevant Competent Authority and applicable to this Agreement.

Deal Period means the period beginning on the Effective Date and ending on the date that the Target Inventory, in each case as specified in an IO is delivered in accordance with this Agreement;

Effective Date means the date of the relevant IO.

Fee means the fee set out in the IO or applicable invoice payable by the Buyer to FootballCo.

FootballCo means FootballCo Media Limited incorporated and registered in England and Wales with company number 12701601, with its registered office at 175 High Holborn, London, WC1V 7AA or one of its Affiliate companies as named in the IO.

FootballCo Content means any audio, video, audio-visual, graphic, textual or any other content displayed or otherwise made available by or on behalf of FootballCo on the FootballCo Network from time to time (but excluding any Advertising Copy, or Client's Logo supplied to FootballCo for provision of Advertising Copy under this Agreement).

FootballCo IO Additional Content Creation Services means the standard terms at Schedule 1 of these Terms.

FootballCo Network means: (i) the digital sports publishing web and app platforms owned or operated by FootballCo or its Affiliates; (ii) the digital platforms  containing Advertising Inventory on third-party properties of which FootballCo or its Affiliates has the right to sell to third-parties from time to time; and/or (iii) video Advertising Inventory on the FootballCo Player, in each case as more particularly described in an IO.

FootballCo Player means the embeddable sports video-on-demand syndication platform, which is syndicated to a global network of third-party digital publishers, the Advertising Inventory of which FootballCo or its Affiliates has the right to sell to third-parties from time to time.

Force Majeure Event means any event beyond the reasonable control of the affected party, including but not limited to acts of God, war, terrorism, civil commotion, compliance with any law or governmental order, rule, regulation or direction, fire, flood, earthquake, or any disaster, pandemic, epidemic, telecommunications line failures, electrical outages, network failures.

Intellectual Property Rights means all intellectual property rights including patents, registered designs, trade marks (registered or unregistered), rights in the nature of unfair competition rights, copyright, database rights, design rights and all similar property rights including those subsisting (in any part of the world) in inventions, designs, drawings, performances, computer programmes, confidential information, business names, goodwill and the style and presentation of goods or services and application for protection of any of the above rights.

IO means an insertion order issued by FootballCo or any other document which incorporates these Terms, pursuant to which the Buyer agrees to purchase and FootballCo agrees to supply Advertising Inventory on the FootballCo Network which is in writing; which is signed by both Parties or otherwise agreed by an authorised representative of each Party as being the agreed final version of an order to purchase the relevant service or inventory; and which may be headed "Purchase Order", "Insertion Order", "Deal Memo", “Media Plan” or similar.

Parties means FootballCo and the Buyer and Party means one of them.

Payment Date means, in relation to any Fees or payments due under this Agreement, the date by which payment is due to be made as set out in the IO or applicable invoice.

Personal Data shall have the meaning given to it in accordance with the relevant Data Protection Laws.

Preferred Position means a position (if any) in or around FootballCo Content on the FootballCo Network specified in an IO (or otherwise agreed by FootballCo in writing (email to suffice)) as the Buyer’s preferred position for the display or inclusion of certain Advertising Copy.

Target Impressions means the number of impressions (if any) expressed in any IO to be deliverable in respect of any Advertising Inventory.

Technical Requirements means the technical requirements or specifications for submitting the Advertising Copy to FootballCo as set out in an IO or otherwise notified to the Buyer by FootballCo.

Terms means these terms and conditions which are FootballCo’s standard terms and conditions for Advertising.

Term means the period of the Agreement as set out in the IO.

Territory(ies) means the territory or territories as set out in the IO in which Advertising Inventory on the FootballCo Network is or will be displayed.

Viruses means any computer code, programming instruction or set of instructions that is intentionally and specifically constructed with the ability to damage, interfere with or otherwise adversely affect computer programs, data files or hardware.

Working Day means a day, except a Saturday or Sunday, which is not a public holiday in England.

17.2        Interpretation: In the Agreement, unless the context otherwise requires:

17.2.1    Clause, Schedule and paragraph headings do not affect the interpretation of this Agreement.

17.2.2    A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

17.2.3    A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.

17.2.4    Any Schedules referenced in these Terms or an IO form part of this Agreement and have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the IO, these Terms and any Schedules.

17.2.5    Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

17.2.6    This Agreement is binding on, and endures to the benefit of, the Parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party include that party's personal representatives, successors and permitted assigns.

17.2.7    Unless expressly provided otherwise in this Agreement, a reference to legislation or a legislative provision: (a)is a reference to it as amended, extended or re-enacted from time to time;  and (b)includes all subordinate legislation made from time to time  under that legislation or legislative provision.

17.2.8    A reference to writing or written excludes fax but not email.

17.2.9    Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

17.2.10 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

18.            Governing Law and Jurisdiction

Where the FootballCo contracting party named in the IO is FootballCo Media Limited or any Affiliate other than FootballCo US Inc or FootballCo Arabia Limited:

18.1        The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the laws of England.

18.2        Each party irrevocably agrees that the courts of the England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

Where the FootballCo contracting party named in the IO is FootballCo US Inc:

18.3        The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the laws of the State of Delaware.

18.4        Each party irrevocably agrees that the courts of the State of Delaware shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

Were the FootballCo contracting party named in the IO is FootballCo Arabia Limited:

18.5        The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the Kingdom of Saudi Arabia.

18.6        Each party irrevocably agrees that the courts of the Kingdom of Saudi Arabia shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

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Schedule 1 – FootballCo IO Additional Content Creation Services Terms and Conditions

This schedule applies for any Content Creation Services connected to an IO and are incorporated into the IO along with and in addition to the FootballCo Standard Terms and Conditions for Advertisingthat also apply to all Content Creation Services.

1.               Appointment & Performance of Content Creation Services

1.1           Buyer appoints FootballCo to provide the Content Creation Services during the Term and FootballCo agrees to provide the Content Creation Services to Buyer during the Term, on and subject to terms and conditions set out in this Agreement.

1.2           During the Term, FootballCo shall perform the Content Creation Services in a professional manner and in accordance with: (i) good industry practice and using reasonable skill, care and diligence and (ii) the provisions of this Agreement.

1.3           The Content Creation Services and Deliverables will be provided in accordance with this Agreement and any Content Plan agreed in advance of delivery during the Term. The Buyer shall not unreasonably withhold, condition or delay agreement to any Content Plan.

1.4           FootballCo shall have control over the content, format and other features of all content, provided that FootballCo shall consult with the Buyer in connection with any Content Plan and shall take the Buyer’s reasonable feedback and requests into account in good faith (providing the Buyer shall not unreasonably reject, condition or delay agreement to any Content Plan).

1.5           The Parties may agree in writing (email to suffice) any amendments to the Deliverables or any Content Plans at any time. If changes include any material changes to the scope, require additional content or services not previously specified in the IO this will be subject to the Parties agreeing any additional Fees or Disbursement Costs if applicable to the additional scope, content or services before it is provided.

1.6           FootballCo shall where reasonable (including taking into account the nature of the particular Deliverable), submit the Deliverable, for written approval, email sufficing, (such approval not to be unreasonably withheld, conditioned or delayed) (an "Initial Submission") by any Delivery Deadline set out in a Content Plan.

1.7           Buyer must approve the Deliverable by the Approval Deadline. If the Buyer rejects materials at their Initial Submission, the Buyer shall have two rounds of consolidated amendments and may request FootballCo submit to the Buyer alternative such materials for written approval within forty-eight (48) hours of submission (email sufficing) by the Buyer (such approval not to be unreasonably withheld, conditioned or delayed). If such alternative materials still do not receive the written approval (email sufficing) of the Buyer, any further amendments and submission to the Buyer, will be subject to the Parties agreeing final amendments to be made. If the Buyer has not approved or rejected the Deliverable by the Approval Deadline then approval will be deemed given.

1.8           The parties agree and acknowledge that in certain circumstances, the Buyer may be required to provide feedback within a shorter period and, under such circumstances, the Buyer shall fully cooperate with FootballCo in order to meet any such reasonable timelines (having regard to the nature of the Deliverables) set by FootballCo in FootballCo’s sole discretion. In the event that FootballCo does not receive feedback within the specified reasonable time period, then the feedback will be deemed given.

1.9           Any approval from the Buyer is deemed to include approvals from all third parties whose rights (including Intellectual Property Rights) or are included in any Buyer Materials or Third Party Materials provided by or on behalf of the Buyer for incorporation into the Deliverables. FootballCo will not be required to amend the Deliverables once approved by the Buyer, in accordance with the terms of this Agreement. If following final approval of the Deliverables, the Buyer does request further amendments to the Deliverables by FootballCo, the Parties agree and acknowledge that this shall be considered a redelivery by FootballCo (“Redelivery”) and FootballCo shall undertake further amendments at is sole discretion and any Redelivery may be subject to agreement of any additional costs of Fees to be paid by the Buyer.

1.10        If FootballCo’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Buyer, its agents, subcontractors, consultants or employees, FootballCo shall: (i) not be liable for any costs, charges or losses sustained or incurred by the Buyer that arise directly or indirectly from such prevention or delay; (ii) be entitled to payment of the Disbursement Costs despite any such prevention or delay; and (iii) be entitled to recover any additional costs, charges or losses FootballCo sustains or incurs that arise directly or indirectly from such prevention or delay.

2.               Buyer’s Obligations

2.1           Buyer shall be responsible for making available to FootballCo in agreed formats any Buyer Materials identified in any IO, Content Plan or otherwise required for FootballCo to provide the Content Creation Services.

2.2           The Buyer  shall: (a) provide reasonable co-operation to FootballCo in all matters relating to the Content Creation Services and any Content Plan and require any relevant third parties to co-operate with FootballCo; (b) attend any meetings and perform any other related activities identified in an Content Plan or as FootballCo may from time to time reasonably request in relation to the provision or performance of the Content Creation Services; (c) provide, in a timely manner, such information as FootballCo may reasonably request for the purpose of providing the Content Creation Services and ensure that the same is accurate and complete in all material respects; and (d) pay to FootballCo any Fees and Disbursement Costs.

2.3           FootballCo has no obligation to Buyer, and undertakes no responsibility, to review the Buyer Materials to determine whether any such Buyer Materials may result in any liability to any third party. Notwithstanding anything to the contrary contained in this Agreement, if FootballCo reasonably believes that any Buyer Materials may create liability for FootballCo, FootballCo may remove such Buyer Materials from any Deliverables or otherwise as FootballCo believes, in its sole discretion, is prudent or necessary to minimise or eliminate the potential liability. FootballCo shall notify the Buyer of any such concern regarding the Buyer Materials and shall consult the Buyer on any such content to agree any amendments or replacement content as required.

3.               Buyer Materials Warranties

3.1           The Buyer represents and warrants to FootballCo that:

3.1.1       it is entitled to licence the Buyer Materials to FootballCo for the purpose of providing the Content Creation Services and any Deliverables and it is and will remain duly authorised throughout the Term;

3.1.2       should the Buyer Materials contain any third-party contribution, it will obtain all necessary permission to include such contribution in the Buyer Materials and its exploitation as envisaged by this Agreement, and therefore FootballCo will not need to obtain or pay for any third-party consents or permissions in order to use the Buyer Materials in accordance with this Agreement; and

3.1.3       the Buyer Materials: (a) are accurate, complete and true; (b) are the Buyer’s own original content and will not have been copied or are properly licenced to the Buyer; (c) are not defamatory; (d) comply with all Applicable Laws; and (e) will not contain any Viruses, bugs or other form of defect or contamination which will cause damage to otherwise impair any digital platforms (including any part of the FootballCo Network) on which the Buyer Materials and or the Deliverables may be delivered pursuant to the exploitation of rights granted herein.

4.               Intellectual Property and Ownership

4.1           All Intellectual Property Rights belonging to a party on or prior to the date of the IO will continue to belong to that party so that FootballCo and its licensors shall retain ownership of all FootballCo Materials and the Buyer and its licensors shall retain ownership of all Buyer Materials.

4.2           The Buyer grants FootballCo a fully paid-up, irrevocable, worldwide, exclusive, royalty-free, sublicensable licence to use, copy, adapt, alter, modify and exploit the Buyer Materials and the Deliverables for the following purposes: (a) providing the Content Creation Services to the Buyer during the Term; (b) creating, developing and delivering the Deliverables in accordance with this Agreement, provided that FootballCo shall comply at all times with any reasonable brand guidelines provided by the Buyer to FootballCo  from time to time in advance; and (c) as set out in the Insertion Order.

4.3           The Buyer represents, warrants and undertakes that it has good title to all Buyer Materials and all other material it provides to FootballCo under this Agreement for the purposes of the Content Creation Services. The Buyer shall indemnify and hold harmless FootballCo, its Affiliates and their respective officers, directors and employees (each an "Indemnified Party") from and against any and all losses, demands, claims, damages, costs, expenses and liabilities suffered or incurred, directly or indirectly, by an Indemnified Party in connection with any claim that the use by the Indemnified Party of the Buyer Materials and other material the Buyer provides to FootballCo  under this Agreement for the purposes of the Content Creation Services infringes, or allegedly, infringes, the rights, including Intellectual Property Rights, of a third party.

4.4           Subject to clause 4.5, FootballCo shall own all Deliverables (excluding the Buyer Materials) and FootballCo grants to Buyer subject to the payment of the Fees and any Disbursement Costs or shall procure the direct grant to Buyer of, a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable licence to use (but, for the avoidance of doubt, not to modify or amend or sublicense the use of) the same solely in the form provided to Buyer and solely to the extent necessary for the purpose of receiving and using the Content Creation Services and the Deliverables and solely for the purpose of any Usage Terms set out in the IO or Content Plan and for no other purpose. Buyer shall comply with any licence terms in relation to such Deliverables as FootballCo may notify to it from time to time

4.5           Where Deliverables are Assigned Materials and subject to any restrictions of use of the Assigned Materials between the Parties or as set out in any Content Plan, FootballCo on receipt of full payment of the Fees and Disbursement Costs in cleared funds, irrevocably and unconditionally assigns to the Buyer (by way of present assignment of present and future rights) with full title guarantee absolutely and free from all encumbrances all right, title and interest in and to any and all Intellectual Property Rights in or relating to any and all Assigned Materials (excluding any FootballCo Materials). For the avoidance of doubt, the assignment under this clause 4.5 shall only take effect from the date on which the Fees and any Disbursement Costs for the relevant Assigned Material is received by FootballCo in cleared funds.

4.6           Where Assigned Materials contain FootballCo Materials, FootballCo grants Buyer, or shall procure the direct grant to Buyer of, a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable licence to use (but, for the avoidance of doubt, not to modify or amend or sublicense the use of) the same solely in the form provided to Buyer and solely to the extent necessary for the purpose of receiving and using the Content Creation Services and the Deliverables.  Buyer shall comply with any Usage Terms set out in the IO or Content Plan  and or any licence terms in relation to such FootballCo Materials as FootballCo may notify to it from time to time.

5.               Definitions

5.1           The following definitions shall apply to Schedule 1 in addition to the definitions in clause 17 of the FootballCo Standard Terms and Conditions for Advertising:

Approval Deadline means the date set by FootballCo for the Buyer to approve or reject any Deliverables.

Assigned Materials means any Deliverables that have been specified in the IO and or a Content Plan as being Deliverables that will be owned or otherwise assigned to the Buyer but always excluding any Third-Party Materials and FootballCo Materials.

Buyer Materials means any and all materials, specifications, documents, records, research, photography, audio and audio-visual material, logos, designs, software or other property (including all Intellectual Property Rights therein) belonging to or licensed by Buyer, which are provided to FootballCo by or on behalf of Buyer, including any third-party materials or appearances by third Parties, for or in connection with the provision of the Content Creation Services.

Content Plan means any plan created by FootballCo in consultation with the Buyer for the creation of any Deliverables to be provided under this Agreement.

Deliverables means agreed content, output, audio and audio-visual materials and other materials that are created, produced and/or developed by FootballCo or its agents, subcontractors and personnel as part of or in relation to the provision of the Content Creation Services as set out in the IO or a Content Plan.

Disbursement Costs means all costs and expenses (other than Fees), wholly, necessarily and reasonably required to be incurred by FootballCo to perform the Content Creation Services and produce the Deliverables, including: (a) the cost of all materials used by or on behalf of FootballCo to produce the Deliverables and/or provide the Content Creation Services; (b) all fees paid or payable by FootballCo to third parties relating to the provision of the Content Creation Services and Deliverables; (c) travel and accommodation costs; and (d) any disbursement costs or other out of pocket expenses incurred to create the Deliverables; or as otherwise agreed between the Parties in writing.

FootballCo Materials: all Intellectual Property Rights that are owned by or licensed to FootballCo and which are or have been developed independently of this Agreement (whether prior to the Effective Date or otherwise) in each case either subsisting in the Deliverables or otherwise necessary or desirable to enable the Buyer to receive the Content Creation Services and or the Deliverables.

Third Party Materials: any (a) work or materials authored, created, supplied or performed by a third party, and (b) appearances by a third party (including members of the public who have given their permission to appear in any content used or created for the Deliverables), either commissioned for, or used in relation to, the Deliverables, including library images.

Usage Terms: means any terms, conditions, restrictions or limits or other requirements for the use of the Deliverables (or part of them) which may include but is not limited to the time limits for use, permitted and or restricted territories, permitted or restricted distribution channels or any other provision regarding the use of Deliverables or part thereof.