DAZN Creators United Kingdom
Terms and Conditions
These terms and conditions (the "Terms") govern the participation of the Influencer in DAZN's influencer programme (the "Programme"). Acceptance of these Terms means the Influencer agrees to be bound by them. If the Influencer does not agree to these Terms, the Influencer may not participate in the Programme.
Where these Terms are entered into by the Influencer Company on behalf of the Influencer: (a) the Influencer Company is the contracting party to these Terms; (b) obligations to perform Influencer services are obligations of the Influencer to be procured by the Influencer Company; (c) financial obligations (including payment obligations, tax indemnities, and liability) are obligations of the Influencer Company; (d) Intellectual Property Rights and Publicity Rights are granted and waived by the Influencer Company, acting as authorised agent of the Influencer; (e) warranties and representations given by the Influencer under these Terms shall be deemed to be given jointly and severally by the Influencer Company and the Influencer, and the Influencer Company warrants that it has the authority to give such warranties and representations on behalf of the Influencer; (f) the Influencer Company warrants that it has entered into a binding services agreement with the Influencer pursuant to which the Influencer is contractually obliged to perform all services and grant all rights required by these Terms; and (g) the Influencer Company shall be liable for all acts and omissions of the Influencer as if they were the acts and omissions of the Influencer Company. For the avoidance of doubt, where the Influencer is entering into these Terms directly (i.e. not through a personal service company), any references to the Influencer Company in these Terms are not applicable.
1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms, the following definitions apply:
"Applicable Laws" means all applicable laws, statutes, regulations, codes, guidance, guidelines and codes of practice (whether or not having the force of law) including, without limitation: (i) the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP Code) and any guidance issued by the UK Advertising Standards Authority or UK Competition and Markets Authority relating to social media marketing and influencer advertising; (ii) the US Federal Trade Commission Act and the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255); (iii) the UK Data Protection Act 2018, the UK General Data Protection Regulation, the UK Privacy and Electronic Communications Regulations 2003, the EU General Data Protection Regulation (Regulation (EU) 2016/679), the EU ePrivacy Directive (Directive 2002/58/EC), and the California Consumer Privacy Act; (iv) the UK Bribery Act 2010, the US Foreign Corrupt Practices Act, and EU anti-corruption laws; (v) the UK Modern Slavery Act 2015 and equivalent legislation in other jurisdictions; (vi) any laws, regulations or guidance in force in any other jurisdiction in which the Influencer operates or in which Influencer Content is made available that are equivalent or similar to those listed in (i) to (v); and (vii) any other legislation, regulation or guidance applicable to the advertising, marketing or promotion of subscription services.
“Applicable Social Media Platform Terms” means any applicable terms and/or conditions which govern a social media platform on which any of the Influencer Channels is hosted, maintained, operated or made available, as amended from time to time.
"Audience Metrics" means the metrics relating to the Influencer Channels, including audience size, follower count, subscriber count, engagement rate, and fake or inauthentic follower percentage.
"Commission" means the amounts payable to the Influencer in respect of Qualifying Subscriptions, as calculated in accordance with the Payment Schedule.
"Communication Platform" means the third party platform used by DAZN for influencer discovery, outreach, communication and social reporting in connection with the Programme, it being understood that DAZN may replace the Communication Platform with one or more platforms at any time at its sole and absolute discretion.
"Confidential Information" means any information (whether written, oral, visual or in electronic form) relating to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of a party (or, in the case of DAZN, the DAZN Group), together with information derived from the foregoing, and any other information clearly designated as being confidential (whether or not it is marked as "confidential") or which ought reasonably to be considered to be confidential.
"DAZN" means DAZN Limited (company number 09498618) whose registered office is at 12 Hammersmith Grove, London W6 7AP, the United Kingdom.
"DAZN Content" means: (i) DAZN Event Content; and (ii) any trade marks, brand names, logos, images, text, videos, graphics, links, banners, widgets, badges or other materials provided or made available by DAZN for use in connection with the Programme.
"DAZN Event" means any event which the Influencer attends pursuant to or in connection with the Programme, including without limitation by virtue of Programme Benefits.
"DAZN Event Content" means any videos or pictures recorded at a DAZN Event by (or on behalf of) the Influencer (including, but not limited to, footage of the DAZN Event itself).
"DAZN Group" means DAZN and its subsidiaries and subsidiary undertakings, parent companies and parent undertakings, and all other subsidiaries and subsidiary undertakings of any such parent company or parent undertaking from time to time, and "DAZN Group Company" shall be construed accordingly.
"DAZN Guidelines" means any brand guidelines, content guidelines, style guides, codes of conduct, campaign briefs, creative assets or other guidance or policies issued or notified by DAZN to the Influencer from time to time in connection with the Programme, whether provided via the Communication Platform, the Tracking Platform or otherwise.
"DAZN Platform Content" means any Influencer Content that is uploaded, hosted or displayed on any platform, website, app or channel owned or operated by any DAZN Group Company.
"DAZN Service" means the subscription streaming service operated by any DAZN Group Company.
"Discount Codes" means any promotional codes, voucher codes, discount links or similar mechanisms provided by DAZN to the Influencer for distribution to potential subscribers in connection with the Programme.
"Fees" means any fixed fees, retainers, bonuses or other payments (other than Commission) payable to the Influencer in connection with the Influencer’s participation in the Programme, as specified in the Payment Schedule.
"Follower Access Grants" means any complimentary or discounted access to the DAZN Service provided by DAZN to the Influencer for distribution to the Influencer’s followers in connection with the Programme.
"Force Majeure Event" means any event beyond the reasonable control of the affected party, including acts of God, fire, flood, earthquake, storm or other natural disaster, epidemic or pandemic, war, armed conflict, terrorist attack, civil commotion, riot, sanctions, embargo, government action, labour dispute, power failure, failure of telecommunications networks, failure of any third party platform or service provider (including the Platform), cyberattack, or any other event that prevents or materially impedes the affected party's performance of its obligations under these Terms.
"Influencer" means the individual named in the Programme registration who shall personally perform all influencer services in connection with the Programme.
"Influencer Channels" means the Influencer's social media accounts, websites, apps, email lists or other digital channels through which the Influencer promotes the DAZN Service.
"Influencer Company" means the personal service company, if any, through which the Influencer contracts with DAZN, as identified in the Programme registration.
"Influencer Content" means any content, materials or deliverables created by the Influencer in connection with the Programme, including any social media posts, stories, videos, images, text or other promotional content.
"Intellectual Property Rights" means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of Confidential Information, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"Losses" means all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs calculated on a full indemnity basis and all other reasonable professional costs and expenses).
"Payment Schedule" means the schedule of Commission rates, Fee arrangements and payment terms notified to the Influencer via the Platform or otherwise in writing, as amended by DAZN from time to time in accordance with these Terms.
"Personal Link" means the unique tracking link or code assigned to the Influencer through the Tracking Platform for the purpose of identifying Qualifying Subscriptions attributable to Influencer’s promotional activities.
"Platform" means the Communication Platform and the Tracking Platform.
"Platform Terms" means the terms and conditions of the Communication Platform and the Tracking Platform, as amended from time to time.
"Programme Benefits" means any discretionary benefits provided or made available to the Influencer by DAZN in connection with the Programme, including access to the DAZN Service, DAZN events, brand assets, Discount Codes, Follower Access Grants, DAZN resources and support and development opportunities but expressly excluding Commission and Fees.
"Prohibited Material" means any material that, if published, would: (i) breach any Applicable Laws; (ii) breach any Platform Terms; (iii) breach any Applicable Social Media Platform Terms; (iv) infringe the rights, including any Intellectual Property Rights, of any third party; (v) contain viruses, malware or other harmful code; or (vi) bring any DAZN Group Company into disrepute, as determined by DAZN at its sole and absolute discretion.
"Publicity Rights" means the Influencer's name, image, likeness, voice, biography and other personal attributes.
"Qualifying Subscription" means a new subscription to the DAZN Service that: (i) is made by a subscriber falling within a category specified in the Payment Schedule (which may include new subscribers, partial subscribers, lapsed subscribers or existing subscribers) who clicked on the Influencer’s Personal Link or used the Influencer’s Discount Code within the attribution window specified in the Payment Schedule; (ii) is not a subscription by the Influencer personally; (iii) is not obtained through fraud, misrepresentation or any breach of these Terms; (iv) is not subsequently cancelled, refunded or charged back within any applicable validation period specified in the Payment Schedule; and (v) has been validated by the Tracking Platform.
"Status Determination" means a determination by any tax authority or court in any jurisdiction that the Influencer is or was an employee or worker of DAZN for tax, social security or employment purposes.
"Tracking Platform" means the third party platform used by DAZN for tracking, attribution and payment of Commission and Fees in connection with the Programme, it being understood that DAZN may replace the Tracking Platform with one or more platforms at any time at its sole and absolute discretion.
1.2 In these Terms, unless the context otherwise requires: (i) words in the singular include the plural and vice versa; (ii) a reference to a statute or statutory provision includes any subordinate legislation made under it and any modification or re-enactment of it; (iii) headings are for convenience only and shall not affect interpretation; and (iv) references to "writing" or "written" include email.
1.3 DAZN may amend these Terms at any time by giving the Influencer not less than fourteen (14) days' notice. The Influencer's continued participation in the Programme following any such amendment shall constitute acceptance of the amended Terms.
1.4 Where these Terms are translated into any language other than English, such translation is provided for convenience only. In the event of any conflict or inconsistency between the English language version of these Terms and any translated version, the English language version shall prevail.
2. PARTICIPATION IN THE PROGRAMME
2.1 By accepting these Terms, the Influencer (or, where applicable, the Influencer Company on behalf of the Influencer) confirms that: (i) the Influencer is at least eighteen (18) years of age; (ii) neither the Influencer nor the Influencer Company (as applicable) is prohibited by any Applicable Laws or contractual obligation from participating in the Programme; (iii) all information provided to DAZN by or on behalf of the Influencer and/or the Influencer Company in connection with the application to participate in the Programme is accurate, complete and not misleading; and (iv) the Influencer (or the Influencer Company, as applicable) has had the opportunity to seek independent legal advice in relation to these Terms and has either taken such advice or has chosen not to do so of its own volition.
2.2 As a condition of the Influencer’s participation in the Programme, the Influencer must: (i) create and maintain an account with the Tracking Platform and the Communication Platform (which may be in the name of the Influencer); (ii) accept and comply with all Applicable Laws, Platform Terms and Applicable Social Media Platform Terms in addition to these Terms; (iii) provide accurate and complete account information to the Platform providers and keep such information up to date; (iv) maintain its Tracking Platform account in good standing as required by the Tracking Platform for the receipt of payments; and (v) co-operate with, and procure that the Influencer co-operates with, any verification, compliance or onboarding processes required by the Platform providers.
2.3 In the event of any conflict between these Terms and any Platform Terms and/or Applicable Social Media Platform Terms, these Terms shall prevail to the extent of the inconsistency as between the Influencer and DAZN, but the Influencer remains responsible for complying with the relevant Platform Terms and/or Applicable Social Media Platform Terms.
2.4 The Influencer is responsible for maintaining the confidentiality of its account credentials for the Platform and for all activities that occur under any account created for the Platform.
2.5 The Programme comprises different tiers or levels of participation, and DAZN shall determine, at its sole and absolute discretion, the tier to which the Influencer is assigned based on the Audience Metrics, the Influencer's performance in the Programme, the Influencer's sentiment towards DAZN and such other factors as DAZN considers relevant. Subject to clause 5.1, DAZN may, at its sole and absolute discretion, reassign the Influencer to a different tier of the Programme at any time, including to a tier with a lower Commission rate or fewer Programme Benefits, by giving the Influencer notice of such reassignment. Tier reassignment in accordance with this clause 2.5 shall not constitute a breach of these Terms by DAZN and shall not give rise to any right of termination or claim for compensation.
3. THE INFLUENCER'S OBLIGATIONS
3.1 The Influencer shall promote the DAZN Service through the Influencer Channels using only the Influencer’s Personal Link and, where applicable, the Influencer’s Discount Codes. The Influencer shall place the Personal Link in such locations as DAZN may reasonably direct, which may include the Influencer's social media biography, stories, posts or other designated locations. The Influencer shall not: (i) use any other tracking link, code or mechanism to direct potential subscribers to the DAZN Service; or (ii) modify, tamper with or attempt to circumvent any tracking or attribution technology related to the Programme.
3.2 The Influencer shall ensure that all Influencer Content: (i) is accurate and not misleading; (ii) does not contain or link to any Prohibited Material.
3.3 Without limiting the generality of clause 3.2, the Influencer shall ensure that all Influencer Content clearly and prominently discloses that it is advertising or promotional material in accordance with the requirements of the UK Advertising Standards Authority, the UK Competition and Markets Authority, the US Federal Trade Commission and any other relevant regulatory body in any jurisdiction in which the Influencer Content is made available. Such disclosure shall be made using appropriate labels (such as #ad, #sponsored or equivalent) placed prominently within the Influencer Content and not hidden or obscured.
3.4 The Influencer shall tag or mention in the Influencer Content DAZN's official accounts and such other accounts or handles as DAZN may notify to the Influencer from time to time, and the Influencer shall not disable, restrict or remove any comments, likes or engagement features in respect of Influencer Content except to remove or amend to DAZN's reasonable satisfaction any content that: (i) breaches these Terms, any Applicable Laws, Platform Terms or Applicable Social Media Platform Terms; or (ii) DAZN requires the Influencer to remove or amend.
3.5 The Influencer shall ensure that each of the Influencer Channels: (i) is registered in the Influencer's name or under a name the Influencer is entitled to use and is operated by the Influencer; (ii) contains predominantly original content created by the Influencer; (iii) does not contain or link to any Prohibited Material; (iv) does not primarily target children under the age of eighteen (18); and (v) is not designed primarily to generate traffic or engagement through artificial or automated means.
3.6 The Influencer (and any person connected with the Influencer) shall not, without DAZN's prior written consent: (i) subscribe to the DAZN Service using the Personal Link, Discount Code or any other mechanism in order to generate Commission fraudulently; (ii) incentivise subscriptions through cash-back, vouchers, rewards or similar inducements; (iii) engage in any form of paid search advertising, search engine optimisation or domain name registration using any DAZN Content; (iv) send to any third party unsolicited private communications promoting the DAZN Service; or (v) make any representation, warranty or commitment on behalf of any DAZN Group Company.
3.7 The Influencer shall not do or say anything that DAZN considers at its sole and absolute discretion to be: (i) prejudicial or damaging to the reputation, image or goodwill of any DAZN Group Company; (ii) offensive or derogatory towards any DAZN Group Company or any of their respective officers, employees, talent, rights holders, partners or sponsors; or (iii) inconsistent with the values and brand image of the DAZN Group as a provider of premium sports entertainment.
3.8 The Influencer shall respond promptly to any reasonable request from any DAZN Group Company for information relating to the Influencer Channels, the Audience Metrics or the Influencer's activities under the Programme. The Influencer shall provide DAZN with such access to the Influencer Channels and such documentation or evidence relating to the Audience Metrics as DAZN may reasonably require for the purpose of verifying compliance with these Terms or verifying the Influencer's eligibility for any tier of the Programme or Programme Benefits. The Influencer shall, upon request, provide reports on social media delivery, engagement and performance in respect of the Influencer Channels in such format and at such intervals as DAZN may reasonably require.
3.9 In creating Influencer Content, the Influencer shall at all times adhere to the DAZN Guidelines and have regard for any reasonable recommendations provided by DAZN from time to time in respect of the content, format, timing or placement of Influencer Content.
3.10 In respect of the Influencer’s attendance at any DAZN Event, the Influencer (and any person associated with the Influencer) shall: (i) comply with all directions, instructions, rules and guidelines notified to the Influencer by DAZN in respect of the DAZN Event; (ii) not claim to have any rights whatsoever in or to the DAZN Event; and (iii) not seek to associate themselves (or their products or services) or any third party (or any third party’s products or services) with the DAZN Event; and (iv) not attempt to claim any sort of official association with the DAZN Event or permit any third party to hold itself or its products or services out as being officially associated with the DAZN Event.
3.11 The contracting party under these Terms (whether the Influencer or the Influencer Company) shall maintain adequate and appropriate insurance to cover its potential liabilities arising under or in connection with these Terms, including any liabilities under the indemnities in clauses 9.5 and 12.2. Where the Influencer Company is the contracting party, such insurance shall extend to cover the acts and omissions of the Influencer in connection with the Programme. The contracting party shall, on DAZN's request, provide evidence that such insurance is in place.
3.12 It is acknowledged and agreed that the services to be performed under these Terms are performed solely and exclusively by the Influencer. The Influencer shall not permit any other person to perform any of the services under these Terms.
4. DAZN CONTENT AND INTELLECTUAL PROPERTY
4.1 DAZN grants to the Influencer a limited, non-exclusive, non-transferable, revocable, royalty-free, worldwide licence to use the DAZN Content solely for the purpose of the Influencer promoting the DAZN Service in accordance with these Terms. The Influencer shall use the DAZN Content only in the form provided and in accordance with the DAZN Guidelines. The Influencer shall not, modify, adapt, translate or create derivative works from the DAZN Content without DAZN's prior written consent.
4.2 All Intellectual Property Rights in the DAZN Content and in the DAZN Service (including any trade marks, logos, names, images, footage or other materials) are and shall remain the exclusive property of DAZN or its licensors. The Influencer, hereby assigns to DAZN with full title guarantee, all copyright and other Intellectual Property Rights in all DAZN Event Content, for the full period of protection, worldwide and, upon DAZN’s request, the Influencer shall sign all documents and do all such things as DAZN may reasonably require to give effect to this assignment. Nothing in these Terms shall be construed as granting the Influencer any right, title or interest in any Intellectual Property Rights in DAZN Content or the DAZN Service except for the limited licence expressly granted in clause 4.1.
4.3 The Influencer acknowledges that DAZN's rights in respect of the DAZN Service and DAZN Events include rights licensed from third party rights holders, including sports federations, leagues, clubs and other content providers. The Influencer shall not, use any content, footage, images or materials belonging to such third party rights holders without DAZN's prior written consent.
4.4 All Intellectual Property Rights in the Influencer Content (other than any DAZN Content incorporated therein) are and shall remain the exclusive property of the Influencer. The Influencer (or, where the Influencer Company is the contracting party, the Influencer Company acting as authorised agent of the Influencer) grants to each DAZN Group Company a perpetual, non-exclusive, transferable, sub-licensable, irrevocable, royalty-free, worldwide licence to use, reproduce, distribute, display, perform, modify, adapt, translate, archive and create derivative works from the Influencer Content for any purpose, including for the purpose of promoting the DAZN Service, the Programme or any other products or services of the DAZN Group save that DAZN agrees not to exercise its rights under this clause 4.4 in a manner that is materially derogatory towards the Influencer.
4.5 The Influencer hereby irrevocably and unconditionally waives, in favour of DAZN and its licensees, all moral rights in the Influencer Content to which the Influencer is now or may at any future time be entitled under Chapter IV of Part I of the UK Copyright, Designs and Patents Act 1988 (as amended) and under any similar laws in force from time to time in any jurisdiction, including any right to be identified as the author of any work and any right to object to derogatory treatment of any work. Where the Influencer Company is the contracting party, the Influencer Company shall procure that the Influencer personally provides the waiver set out in this clause 4.5 and shall, upon DAZN's request, provide written evidence of such waiver signed by the Influencer.
4.6 The Influencer (or, where the Influencer Company is the contracting party, the Influencer Company acting as authorised agent of the Influencer) grants to each DAZN Group Company a perpetual, non-exclusive, transferable, sub-licensable, irrevocable, royalty-free, worldwide licence to use the Publicity Rights in connection with the Programme and for the purpose of promoting the DAZN Service, the Programme or any other products or services of the DAZN Group, in any media and format, whether now known or hereafter developed. Where the Influencer Company is the contracting party, the Influencer Company warrants that it has obtained the Influencer's irrevocable consent to the grant of such licence. The Influencer shall not be entitled to any additional compensation for any DAZN Group Company's use of the Publicity Rights in accordance with this clause 4.6.
4.7 Where DAZN invites the Influencer to provide Influencer Content for use as DAZN Platform Content: (i) the Influencer shall ensure that any such DAZN Platform Content meets such quality, format and technical standards as DAZN may specify; (ii) DAZN shall have sole editorial control over any such DAZN Platform Content, including the right to edit, modify, remove or decline to publish any Influencer Content in its absolute discretion; (iii) the Influencer acknowledges that any publication or other exploitation of any such DAZN Platform Content is at DAZN's sole and absolute discretion and that DAZN makes no commitment to publish or otherwise exploit any such DAZN Platform Content; and (iv) DAZN may remove any such DAZN Platform Content at its sole and absolute discretion at any time without notice and without liability to the Influencer.
5. COMMISSION, FEES AND PAYMENT
5.1 Subject to these Terms, DAZN shall pay the Influencer: (i) Commission in respect of each Qualifying Subscription; and (ii) any Fees, in each case in accordance with the Payment Schedule. DAZN shall provide the Influencer with the applicable Payment Schedule upon the Influencer's acceptance into the Programme. The Payment Schedule shall specify the categories of subscriber in respect of which Commission is payable and the applicable Commission rate for each category. The Payment Schedule may be amended by DAZN from time to time, including as a result of tier reassignment under clause 2.5. Any amendment that reduces the rate of Commission or Fees payable to the Influencer shall take effect upon not less than seven (7) days' notice. Any other amendment shall take effect upon notice to the Influencer. The Influencer's continued participation in the Programme following any such amendment shall constitute acceptance of the revised Payment Schedule.
5.2 Commission shall be calculated and tracked through the Tracking Platform. The records of the Tracking Platform shall be conclusive evidence of the number of Qualifying Subscriptions and the Commission payable, save in the case of manifest error.
5.3 Commission is subject to validation by DAZN and the Tracking Platform before it becomes payable. The validation process may include verification that the subscription meets the criteria for a Qualifying Subscription and has not been cancelled, refunded or charged back within any applicable validation period. Only Commission that has been validated by DAZN and the Tracking Platform shall be payable. The Influencer acknowledges that: (i) the validation period and validation criteria are as specified in the Payment Schedule; (ii) Commission may be rejected or reversed during the validation process if the subscription does not meet the criteria for a Qualifying Subscription; (iii) the Influencer may be required to submit a payment request through the Tracking Platform before validated Commission is released for payment; and (iv) DAZN will review and approve payment requests in accordance with DAZN's internal processes.
5.4 Commission and Fees shall be paid in arrears at such intervals and subject to such conditions as are specified in the Payment Schedule. The Influencer acknowledges that the timing of payments is subject to: (i) the payment cycles of the Tracking Platform, which may process payments on fixed dates (such as the 1st or 15th of each month); (ii) DAZN's payment cycles with the Tracking Platform provider; and (iii) any minimum payment threshold specified in the Payment Schedule. Accordingly, there may be a delay between validation of Commission and receipt of Commission payment.
5.5 Commission and Fees shall be paid through the Tracking Platform or by such other method as DAZN may notify to the Influencer (or the Influencer Company, as applicable). The contracting party under these Terms is responsible for providing accurate payment details to the Tracking Platform and for the payment of any taxes, charges or fees arising in connection with the receipt of Commission or Fees. Where the Influencer Company is the contracting party, all payments of Commission and Fees shall be made to the Influencer Company and the Influencer Company shall be solely responsible for any onward payments to the Influencer and for all tax and social security obligations arising in connection therewith. DAZN may be required to withhold or deduct tax from payments in accordance with any Applicable Laws.
5.6 DAZN reserves the right to withhold, reclaim or adjust Commission or Fees in the following circumstances: (i) the relevant subscription is cancelled, refunded or charged back within twelve (12) months of the date on which the relevant Commission was paid; (ii) the subscription was obtained through fraud, misrepresentation or breach of these Terms; (iii) there has been an error in the calculation or attribution of Commission; (iv) the Influencer is in material breach of these Terms, provided that any withholding, reclamation or adjustment under this clause 5.6(iv) shall be limited to Commission or Fees connected to such breach; or (v) DAZN is required to do so by any Applicable Laws. DAZN shall notify the Influencer of any such withholding, reclamation or adjustment and shall provide reasonable details of the reason for it.
5.7 In the event of a change of Tracking Platform: (i) DAZN shall give the Influencer reasonable notice of the change and shall provide the Influencer with information about how to create an account with any new Tracking Platform; (ii) the Influencer shall create an account with any new Tracking Platform and accept its terms and conditions within such timeframe as DAZN may specify; (iii) The Influencer shall co-operate with DAZN and the relevant Tracking Platform providers to facilitate an orderly transition, including by providing any information or taking any steps required for account migration; (iv) DAZN shall use reasonable endeavours to ensure continuity of Commission and Fees tracking, but the Influencer acknowledges that there may be a period during the transition when tracking is interrupted or attribution is affected; (v) any Commission or Fees accrued but unpaid on the outgoing Tracking Platform at the time of the change shall be paid in accordance with these Terms, subject to validation; and (vi) the Influencer's failure to create an account with the new Tracking Platform or to co-operate with the transition may result in delays in payment of Commission and/or Fees.
5.8 The Influencer shall not be entitled to any payment, fee, reimbursement or other compensation in respect of its participation in the Programme other than Commission and Fees payable to the Influencer in accordance with this clause 5.
5.9 Any dispute relating to Commission or Fees where the amount in dispute is less than five thousand pounds sterling (£5,000) shall be referred to and finally resolved by an independent expert appointed by agreement between the parties or, in the absence of agreement within fourteen (14) days of either party requesting expert determination, by an expert appointed by the President for the time being of the Chartered Institute of Arbitrators. The expert shall act as an expert and not as an arbitrator. The expert's decision shall be final and binding on the parties save in the case of manifest error. The costs of such independent expert shall be borne equally by the parties unless such independent expert determines otherwise.
6. PROGRAMME BENEFITS
6.1 Where DAZN provides the Influencer with Programme Benefits in connection with the Programme: (i) Programme Benefits are provided at DAZN's sole and absolute discretion and DAZN is under no obligation to provide, maintain or continue any Programme Benefits; (ii) DAZN may vary, suspend or withdraw any Programme Benefits at its sole and absolute discretion at any time without notice and without liability to the Influencer; (iii) Programme Benefits are personal to the Influencer (unless otherwise specified) and may not be sold, traded, transferred, distributed or assigned to any third party without DAZN’s prior written consent; (iv) Programme Benefits do not form part of the consideration for the Influencer’s participation in the Programme and the withdrawal of Programme Benefits shall not constitute a breach of these Terms by DAZN or give rise to any right of termination or claim for compensation; and (v) the Influencer's access to any DAZN Events or premises is subject to DAZN's standard terms of admission and any applicable venue rules, and DAZN may refuse or withdraw such access at its sole and absolute discretion at any time without notice and without liability to the Influencer.
6.2 Where DAZN provides the Influencer with Discount Codes in connection with the Programme: (i) the Influencer shall use Discount Codes only in accordance with any instructions, restrictions or conditions notified to the Influencer by DAZN, including any restrictions on the categories of subscriber eligible to use the Discount Code or the events, campaigns or time periods for which the Discount Code is valid; (ii) Influencer shall not, modify, alter or attempt to reverse-engineer any Discount Code; (iii) the Influencer shall not, sell, trade, transfer, distribute or assign Discount Codes other than through the Influencer Channels for the purpose of promoting the DAZN Service; (iv) the Influencer shall not, use Discount Codes for their own subscriptions or distribute Discount Codes to any person connected with the Influencer for the purpose of generating Commission fraudulently; and (v) the Influencer shall not combine Discount Codes with any other promotional offer without DAZN’s prior written consent.
6.3 Where DAZN provides the Influencer with Follower Access Grants in connection with the Programme: (i) the Influencer shall distribute Follower Access Grants only through the Influencer Channels and only to genuine followers; and (ii) the Influencer shall use Follower Access Grants only in accordance with any instructions or restrictions notified to the Influencer by DAZN.
7. DATA PROTECTION
7.1 Each party shall comply with its respective obligations under all Applicable Laws relating to data protection and privacy in connection with the Programme.
7.2 The Influencer acknowledges that DAZN will process personal data relating to the Influencer for the purposes of administering the Programme, including sharing such data with Platform providers and other DAZN Group Companies. DAZN's processing of personal data is subject to DAZN's privacy policy, a copy of which is available on request by contacting legalnotices@dazn.com.
7.3 The Influencer shall ensure that any processing of personal data by the Influencer in connection with the Programme (including any collection of personal data through the Influencer Channels or any use of tracking technologies) complies with all Applicable Laws, including any requirements for consent, transparency or provision of information to data subjects.
7.4 The Influencer shall not process any personal data on behalf of any DAZN Group Company in connection with the Programme. For the avoidance of doubt, personal data relating to the Influencer's followers, subscribers or other users of the Influencer Channels is processed by the Influencer as an independent controller and not on behalf of any DAZN Group Company.
7.5 To the extent that the Influencer processes any personal data relating to any DAZN Group Company or any of its employees, officers, contractors or representatives in connection with the Programme, such data shall be processed as an independent controller in accordance with Applicable Laws and shall not be used for any purpose other than as necessary to perform the Influencer's obligations under these Terms or as otherwise specified by DAZN.
8. CONFIDENTIALITY
8.1 Subject to clause 8.2, each party shall keep confidential all Confidential Information of the other party and shall not disclose any such Confidential Information to any third party without the prior written consent of the other party.
8.2 Each party may disclose the other party's Confidential Information: (i) to the extent required by any Applicable Laws or by any court, tribunal, regulatory authority or other body of competent jurisdiction, provided that the disclosing party notifies the other party promptly (to the extent permitted by Applicable Laws) and co-operates with any steps the other party may take to protect the confidentiality of such information; (ii) to its professional advisers on a confidential basis for the purpose of obtaining advice in connection with these Terms; (iii) in the case of DAZN, to any other DAZN Group Company or to Platform providers on a confidential basis for the purpose of administering the Programme; or (iv) in the case of DAZN, to the extent reasonably necessary for DAZN's business purposes, including to potential investors, acquirers, lenders or their advisers on a confidential basis.
8.3 The Influencer (and any persons associated with the Influencer) shall not: (i) take any unauthorised photographs or audio or audio-visual recordings at or in respect of a DAZN Event; or (ii) without the consent of DAZN, make any public statement, release any information of any kind or communicate with the media about this Agreement or the Programme.
9. WARRANTIES, REPRESENTATIONS, INDEMNITY AND LIABILITY
9.1 The Influencer (or, where the Influencer Company is the contracting party, the Influencer Company in respect of itself and on behalf of the Influencer) warrants and represents to DAZN that: (i) the contracting party has full legal capacity, power and authority to enter into and perform its obligations under these Terms; (ii) the contracting party's entry into and performance of these Terms does not and will not breach any Applicable Laws or agreement or obligation to which it is a party or by which it is bound; (iii) where the Influencer Company is the contracting party, the Influencer Company is duly incorporated and validly existing and has full corporate power and authority to enter into and perform these Terms and to bind the Influencer to the extent contemplated herein; (iv) the Influencer (or the Influencer Company, as applicable) owns or has obtained all necessary rights, licences and consents to grant the rights granted to DAZN under these Terms; (v) the Influencer Content does not and will not infringe the Intellectual Property Rights or other rights of any third party; (vi) the Influencer is not aware of any claim, action or proceeding that could adversely affect the Influencer’s ability to perform its obligations under these Terms or DAZN's exercise of the rights granted to it under these Terms; (vii) the Influencer has no unspent criminal convictions and there are no pending or threatened criminal proceedings against the Influencer that could bring any DAZN Group Company into disrepute, as determined by DAZN at its sole and absolute discretion; (viii) the Influencer shall comply with the DAZN Guidelines at all times during the Influencer's participation in the Programme; (ix) the Influencer shall not do or say anything that would bring or is likely to bring any DAZN Group Company into disrepute, as determined by DAZN at its sole and absolute discretion; (x) the Influencer's sentiment towards DAZN and the DAZN Service will remain positive at all times during the Influencer's participation in the Programme, as determined by DAZN at its sole and absolute discretion; (xi) the Influencer will create and maintain an account with the Tracking Platform and co-operate with any Platform transition; and (xii) the Influencer will comply with all Applicable Laws, Platform Terms and Applicable Social Media Platform Terms at all times during the Influencer's participation in the Programme.
9.2 The Influencer warrants and represents that each of the Influencer Channels: (i) is registered in the Influencer's name or under a name the Influencer is entitled to use and is operated by the Influencer; (ii) complies with all Applicable Laws, Platform Terms and Applicable Social Media Platform Terms; (iii) does not contain or link to any Prohibited Material; and (iv) has not been suspended, restricted or penalised by the relevant platform for any violation of its terms of service or policies.
9.3 The Influencer warrants and represents that: (i) the Audience Metrics provided to DAZN are accurate and complete and fairly represent the genuine audience, reach and engagement of the Influencer Channels; (ii) the Influencer has not artificially inflated the Audience Metrics through the purchase of followers, the use of bots, engagement pods or click farms or any other artificial or fraudulent means; (iii) the percentage of fake, inactive or inauthentic followers on the Influencer Channels does not exceed any threshold notified to the Influencer by DAZN; and (iv) the Influencer will notify DAZN promptly if it becomes aware of any material change to the Audience Metrics or any issue affecting the accuracy of the Audience Metrics.
9.4 The warranties and representations in this clause 9 are deemed to be repeated on each day during the Influencer's participation in the Programme. Any breach of a warranty or representation shall constitute a material breach of these Terms.
9.5 The Influencer (or, where the Influencer Company is the contracting party, the Influencer Company) shall indemnify each DAZN Group Company and hold it harmless from and against all Losses arising out of or in connection with: (i) any breach by the Influencer, the Influencer Company or any persons associated with the Influencer of these Terms; (ii) any claim that the Influencer Content infringes the Intellectual Property Rights or other rights of any third party; (iii) any claim arising from the Influencer Channels or the Influencer's promotional activities under the Programme; and (iv) any act or omission of the Influencer, the Influencer Company or any person associated with the Influencer in connection with the Programme.
9.6 Nothing in these Terms shall exclude or limit either party's liability: (i) for death or personal injury caused by that party's negligence; (ii) for fraud or fraudulent misrepresentation; (iii) under any indemnity given hereunder; or (iv) for any other liability that cannot be excluded or limited by any Applicable Laws.
9.7 Subject to clause 9.6: (i) DAZN's total aggregate liability to the Influencer under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the greater of the total Commission and Fees paid or payable to the Influencer in the twelve (12) months preceding the event giving rise to the claim and five thousand pounds (£5,000); and (ii) neither party shall be liable to the other for any indirect, consequential or special loss, loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss of data or wasted expenditure, in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.
9.8 DAZN does not warrant that the Programme, the Platform or the DAZN Service will be uninterrupted, error-free or free from viruses or other harmful components. The Programme is provided on an "as is" and "as available" basis. Without limiting the foregoing, the Influencer acknowledges that the Platform is operated by third parties and not by DAZN, and DAZN shall have no liability for any act, omission, error, failure, delay, interruption or inaccuracy of the Platform or any Platform provider, including any failure or delay in tracking, attribution, validation or payment of Commission or Fees.
9.9 The Influencer acknowledges that any breach by the Influencer of these Terms may cause DAZN irreparable harm for which damages may not be an adequate remedy. Accordingly, to the fullest extent permitted by any Applicable Laws, in addition to any other remedies available to it, DAZN shall be entitled to seek injunctive or other equitable relief to prevent or restrain any such breach or threatened breach from any court of competent jurisdiction, without the need to prove actual damages or post any bond or other security.
10. TERM, SUSPENSION AND TERMINATION
10.1 These Terms shall come into effect on the Influencer’s acceptance and shall continue until terminated in accordance with this clause 10.
10.2 Either party may terminate these Terms at any time by giving not less than seven (7) days' written notice to the other party.
10.3 The Influencer may terminate these Terms immediately by written notice to DAZN if the Influencer does not agree to any amendment that DAZN makes to these Terms under clause 1.3 provided that any such written notice is delivered to DAZN before the relevant amendment takes effect.
10.4 DAZN may terminate these Terms immediately by written notice to the Influencer if: (i) the Influencer (or the Influencer Company, as applicable) commits a material breach of these Terms and, where such breach is capable of remedy, fails to remedy such breach within two (2) days of receiving written notice from DAZN requiring it to do so; (ii) the Influencer (or the Influencer Company, as applicable) commits a series of minor breaches of these Terms that together constitute a material breach; (iii) the Influencer is the subject of a bankruptcy order or enters into an individual voluntary arrangement, or the Influencer Company enters into administration, liquidation, receivership, administrative receivership or any analogous process in any jurisdiction, or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; (iv) the Audience Metrics fall below any minimum thresholds notified to the Influencer by DAZN; (v) DAZN decides to discontinue the Programme; or (vi) the Influencer is unable or unwilling to perform the services under these Terms for any reason.
10.5 DAZN may at any time, without liability, suspend the Influencer's participation in the Programme and/or withhold payment of Commission or Fees pending investigation if DAZN reasonably suspects that the Influencer has breached these Terms. DAZN shall notify the Influencer of any such suspension and shall use reasonable endeavours to complete its investigation promptly. Any suspension under this clause 10.5 may continue for up to sixty (60) days, after which DAZN must either terminate these Terms in accordance with clause 10.4 or lift the suspension.
10.6 Upon termination of these Terms: (i) the Influencer's right to participate in the Programme shall cease immediately; (ii) the licence granted to the Influencer under clause 4.1 shall terminate immediately; (iii) the Influencer shall cease all use of the DAZN Content and shall, at DAZN's request, remove any Influencer Content from the Influencer Channels, and to the extent that any DAZN Content or Influencer Content has been shared, reposted or otherwise distributed by third parties, the Influencer shall use its best endeavours to procure the removal or deletion of such content; (iv) all Programme Benefits shall cease immediately; (v) subject to clause 5.6, DAZN shall pay the Influencer any Commission or Fees that have accrued and been validated prior to termination, and any Commission or Fees that were undergoing validation at the date of termination shall be paid to the Influencer if and when subsequently validated in accordance with the Payment Schedule; (vi) the Influencer shall, at DAZN's election, return or destroy all Confidential Information in its or the Influencer’s possession or control; and (vii) the Influencer shall not hold themselves out as being associated with the DAZN Service, the DAZN Group or any DAZN Group Company or otherwise trade on the goodwill of the DAZN Service, the DAZN Group or any DAZN Group Company.
10.7 Termination of these Terms shall not affect: (i) any rights, remedies, obligations or liabilities of the parties that have accrued prior to termination; or (ii) the coming into force or continuance in force of any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination, including clauses 1, 4.4, 4.5, 4.6, 8, 9.5, 9.6, 9.7, 9.8, 9.9, 10.6, 12, 13 and 14.
11. FORCE MAJEURE
11.1 Neither party shall be in breach of these Terms or otherwise liable to the other party for any failure or delay in performing its obligations under these Terms (other than any obligation to make a payment of money) to the extent that such failure or delay is caused by a Force Majeure Event.
11.2 If a Force Majeure Event occurs, the affected party shall use reasonable endeavours to mitigate the effect of the Force Majeure Event and to resume performance of its obligations as soon as reasonably practicable.
12. TAX AND EMPLOYMENT STATUS
12.1 The parties intend that the relationship between DAZN and the Influencer (or, where applicable, the Influencer Company) shall be that of independent contractor and not one of employment, worker status, partnership, joint venture or agency. Nothing in these Terms shall create an employment relationship, worker relationship, partnership, joint venture or agency between DAZN and the Influencer or between DAZN and the Influencer Company. The Influencer (and, where applicable, the Influencer Company) acknowledges and agrees that: (i) the Influencer (or the Influencer Company, as applicable) is engaged under a contract for services and not a contract of employment, and neither the Influencer nor the Influencer Company shall hold themselves out as an employee, worker or agent of DAZN at any time; (ii) the Influencer is responsible for the manner in which they perform the services under these Terms, and DAZN does not have the right to control the details of how such services are performed, subject only to the Influencer complying with these Terms; (iii) DAZN is not obliged to offer the Influencer any work under the Programme and the Influencer is not obliged to accept any work offered; (iv) the Influencer is free to provide similar services to any third parties at any time; (v) the Influencer is responsible for providing its own equipment and resources to perform its obligations under these Terms; (vi) the Influencer is in business on its own account and bears the financial risk and reward of that business; and (vii) where the Influencer Company is the contracting party, the relationship between the Influencer and the Influencer Company is a matter solely between them, and DAZN shall have no liability in respect of any employment, tax or other obligations of the Influencer Company to the Influencer.
12.2 The Influencer (or, where the Influencer Company is the contracting party, the Influencer Company) shall indemnify each DAZN Group Company and hold it harmless against all Losses arising out of or in connection with: (i) any income tax, national insurance contributions (including employer's national insurance contributions) or equivalent contributions or taxes in any jurisdiction, and any interest, penalties, costs and expenses relating thereto, which are or become payable in respect of any Commission, Fees or other payments made to the Influencer or the Influencer Company under these Terms or in respect of any payments made by the Influencer Company to the Influencer; (ii) any Status Determination, including any liability to pay tax, national insurance contributions or equivalent contributions (including employer's contributions), interest, penalties and any costs of defending or settling any claim or assessment; and (iii) any failure by the Influencer Company to operate PAYE or account for national insurance contributions or equivalent deductions in respect of payments made to the Influencer. Where the Influencer Company is the contracting party, the obligations of the Influencer Company under this clause 12.2 are primary obligations and shall not be affected by any claim or right that the Influencer Company may have against the Influencer.
12.3 If there is a Status Determination, or if DAZN reasonably considers that there is a material risk of such a determination being made: (i) the Influencer shall immediately notify DAZN of any such Status Determination or any investigation, inquiry or assessment that may lead to such a determination; (ii) the Influencer shall promptly comply with all applicable instructions issued by DAZN or any relevant tax authority or court; (iii) DAZN may deduct from any future payments to the Influencer, or the Influencer shall on demand repay to DAZN, an amount equal to any tax, national insurance contributions or equivalent contributions (including employer's contributions), interest, penalties, costs and expenses that DAZN is or may be required to pay as a result of or in connection with any such Status Determination; (iv) any Commission or Fees paid or payable to the Influencer shall be deemed to be inclusive of all taxes, national insurance contributions or equivalent contributions, and to the extent that DAZN is required to account for or pay any such amounts, the Commission or Fees payable to the Influencer shall be reduced accordingly; and (v) DAZN may require the Influencer to provide such information and documentation as DAZN considers necessary to assess the employment status of the Influencer for tax purposes, and the Influencer shall comply with any such request promptly.
12.4 The Influencer shall provide DAZN with such information and documentation as DAZN may reasonably request for the purpose of complying with its obligations under any tax or employment laws, including any information required to determine whether any deductions or withholdings should be made from payments to the Influencer and any information relating to the employment status of the Influencer.
13. COMPLIANCE WITH LAWS
13.1 Without limiting the Influencer's warranties and representations under clause 9, the Influencer shall comply with all Applicable Laws at all times during the period in which the Influencer is participating in the Programme, including: (i) all applicable sanctions laws and regulations; (ii) all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act; (iii) the UK Modern Slavery Act 2015 and all equivalent legislation in any other jurisdiction; (iv) all applicable anti-money laundering laws, including the UK Proceeds of Crime Act 2002, the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the US Bank Secrecy Act; and (v) all applicable counter-terrorism laws, including the UK Terrorism Act 2000, the UK Counter-Terrorism Act 2008 and the US International Emergency Economic Powers Act.
13.2 The Influencer shall not, through any act or omission, cause any DAZN Group Company to breach any Applicable Laws.
13.3 The Influencer shall notify DAZN immediately if the Influencer becomes aware of any actual or suspected breach of this clause 13 or any investigation, inquiry or enforcement action by any regulatory authority in connection with the Influencer's participation in the Programme.
14. GENERAL
14.1 These Terms constitute the entire agreement between the parties in relation to the Programme and supersede all previous agreements, understandings and arrangements between them, whether written or oral, relating to the Programme.
14.2 DAZN may assign, transfer, sub-contract or otherwise dispose of any of its rights or obligations under these Terms to any third party, including any other DAZN Group Company. The Influencer may not assign, transfer, sub-contract or otherwise dispose of any of its rights or obligations under these Terms without DAZN's prior written consent.
14.3 No failure or delay by either party in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of that right or remedy or the exercise of any other right or remedy.
14.4 If any provision of these Terms is held by any court or competent authority to be invalid, illegal or unenforceable, that provision shall be deemed deleted and the validity, legality and enforceability of the remaining provisions shall not be affected.
14.5 A person who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, save that any DAZN Group Company may enforce any provision of these Terms that confers a benefit on it.
14.6 Any notice required or permitted to be given under these Terms shall be in writing and shall be delivered by email: (i) in the case of notices to the Influencer (or the Influencer Company, as applicable), to the email address provided in the Programme registration or the relevant Platform account; and (ii) in the case of notices to DAZN, to legalnotices@dazn.com. Where the Influencer Company is the contracting party, notices delivered to the Influencer Company shall be deemed to be notices to the Influencer for the purposes of these Terms. Notices shall be deemed received on the day of sending if sent on a business day before 5pm UK time, or on the next business day if sent after 5pm UK time or on a non-business day.
14.7 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
14.8 Subject to clause 5.9, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).