In these terms and conditions, the following definitions shall apply; “Aura Sports Ltd” means Aura Sports Limited; the “Client” means the person placing the order for the insertion of the advertisement with Aura Sports Ltd; the “rate card” and the “Insertion Order” mean respectively Aura Sports Ltd’s rate card and insertion order form.

All advertisement rates are quoted exclusive of any Value Added Tax.  All Value Added Tax due on an advertisement will be separately shown on the invoice.

1.  Advertisement Insertion

All advertisers will be required to sign a completed Insertion Order and return it to Aura Sports Ltd at 24 Addison Place, London, W11 4RJ before the advertisement will be published on the Site (or included on an email).  Unless otherwise specified by Aura Sports Ltd in writing, the Client must send Aura Sports Ltd its copy for any advertisement at least 5 days before the agreed publication date. Aura Sports Ltd shall have at its absolute discretion the right to refuse, omit or postpone any advertisement accepted for insertion on the Site (or inclusion in an email) without giving any reason and without incurring any liability to the Client.

Aura Sports Ltd shall use its reasonable endeavours to implement any changes to the advertisements provided by the Client, as soon as possible after receipt by Aura Sports Ltd. The specific positioning of the advertisements on any screen shall be as determined by Aura Sports Ltd. Aura Sports Ltd reserves the right to redesign or modify the organization, navigation, structure, 'look and feel' and other elements of the Site at its sole discretion at any time without prior notice. In the event such modifications materially affect the placement of the advertisements, Aura Sports Ltd shall notify the Client and shall work with the Client to display the advertisements in a location and manner comparable to those in which the advertisements were displayed prior to the redesign or modification. If Aura Sports Ltd and the Client cannot reach agreement on a substitute placement, the Client may cancel the advertisements upon 30 days prior written notice to Aura Sports Ltd. In such case, the Client will only be responsible for the pro-rata portion of payments attributable to the period from the Start Date up to the date of effective termination.

Aura Sports Ltd shall not be bound by notice of stop orders, cancellation or transfers of advertisements booked for insertion once the advertisement has been published or (i) for advertisements in special or specified positions on the Site received less than 10 days before the date of insertion, or (ii) less than 4 days before the date of insertion for advertisements in standard banner positions, or (iii) less than 7 days prior to the email dispatch date in the case of advertisements included in an email, or (iv) less than 30 days before the date when a sponsorship campaign is due to begin, in the case of a sponsorship campaign.

2. Provision of Advertising Materials (and Rich Media)

Aura Sports Ltd’s technical requirements for advertisements are as specified on the rate card. Where advertising is not in keeping with Aura Sports Ltd’s technical requirements, Aura Sports Ltd reserves the right to either reject such advertisement, or to require the copy to be amended by the Client to meet its approval.

For all Rich Media running on the Aura Sports Ltd network please note the following requirements:

• All creative we take must run through DART- only by doing this can we ensure RM creatives do not show on the same page at the same time.
• All creatives are subject to approval
• 5 day testing period for All Rich Media creatives
• RM ads to time out after approx 8 seconds
• Size of the creative should not disrupt the users access to the sites content
• All ads or ad parts to open into a new browser window
• Compatibility with the way Aura Sports Ltd pages are built
• Creative should be compatible in both IE and Netscape. If just IE, this must be stated
• 'Close button' to be immediately present on every piece of Rich Media
• Audio creative to have a 'no sound' button
• If the creative is clickable, the design house to set this
• If the creative is flash or swf an Aura Sports Ltd click command may need to be embedded into the file. A gif backup version is also required.
• Rich Media creative are frequency capped; PopUps and Eyeblasters at approximately 2 per user per 4 days, DHTMLs at 1 or 2 per day.

3. Impressions

If the Insertion Order specifies guaranteed Impressions to be met by Aura Sports Ltd and such Impressions are not met, the outstanding balance shall be carried over to the following week or month as appropriate. If, at the end of the term of the Agreement, the full Impressions guarantee has not been met, Aura Sports Ltd reserves the right to extend the term at no additional charge to the Client until such time as all outstanding Impressions have been fulfilled. The foregoing constitutes the sole right and remedy of the Client and Aura Sports Ltd's entire liability in respect of failure to provide guaranteed Impressions.

4. Licence

The Client hereby grants a world-wide non-exclusive fully paid licence to reproduce and display the advertisement (including all contents, trademarks and brand features contained therein) in accordance with the Insertion Order and these Advertising Terms and Conditions. Except as otherwise expressly provided in the Insertion Order, Aura Sports Ltd will not be prohibited from also carrying advertisements for any product or business competitive to the product or business of the Client. The Client acknowledges that the Intellectual Property Rights in all content, software and other materials existing on the Site (other than the advertisement content) are owned by Aura Sports Ltd or its licensors and nothing in these Advertising Terms and Conditions grants the Client any rights or interest in such Rights.

5.  Advertisers Representations

The Client warrants and represents to Aura Sports Ltd that it has all the licences, authorities, approvals or certificates necessary to provide the products and advertisement content and warrants that the advertisement content:

will not infringe or violate any copyright, trademark or any other third party right;

will not defame any person or contain any obscene material;

will not violate, or contain any product which violates, any applicable law or regulation; and

will not result in any form of product liability claim against either party.

The Client will manage all products, in a timely and professional manner. The Client will ensure that the client site is current, accurate and well-organized at all times.

The advertisement content shall only promote goods or services of the description stipulated in the Insertion Order. Aura Sports Ltd shall not have any obligations with respect to the products or other advertisement content available on or through the client site including, but not limited to, any duty to review or monitor any such products or advertisement content. Upon Aura Sports Ltd's request, the Client agrees to include within the client site a product disclaimer (the form and content of which to be as reasonably specified by Aura Sports Ltd) indicating that transactions are solely between the Client and the Users who purchase products from the Client.

The advertisement content shall not: (i) disparage Aura Sports Ltd or any of its affiliates; or (ii) include any material which promotes, markets or advertises (including, without limitation, by means of links or banner promotions linking to web sites) any service which includes the provision of sports related content over interactive media. In no event shall any advertisement content state or imply that: (i) the advertisement was placed by Aura Sports Ltd or any affiliate; or (ii) that Aura Sports Ltd or any affiliate endorses any of the Client's products. To the extent Aura Sports Ltd notifies the Client of reasonable complaints or concerns regarding the advertisement content, any product or any other content or materials linked thereto or associated therewith ('Objectionable Content'), the Client will, to the extent such Objectionable Content is within the Client's control, use commercially reasonable efforts to respond in good faith to such complaints or concerns.

6. Delays and Cancellation

Aura Sports Ltd reserves the right at any time to reject, cancel or remove an advertisement without cause on giving 7 days prior notice to the Client, in which case Aura Sports Ltd will refund to the Client a pro-rated portion of the fee attributable to the display of such advertisement based on the number of Impressions received and which will no longer be received. Aura Sports Ltd shall also be entitled to delay commencement or cancel inclusion of the advertisement (or the applicable part of the advertisement) within the Site where any materials are not provided in a timely manner and in particular by any dates for delivery specified in the Insertion Order, provided that Aura Sports Ltd shall only cancel the advertisement (or the applicable part of the advertisement) where it is no longer reasonable to include the advertisement over the Site. In such circumstances, the Client shall not be entitled to any refund or reduction in the amounts due under the Agreement which shall remain payable in full.

7. Payment

Aura Sports Ltd shall invoice the Client for all amounts due in accordance with the requirements of the Insertion Order at the end of the month following the month in which the Client’s campaign on the Site began.  The Client shall pay Aura Sports Ltd within 30 days of the date of invoice by Aura Sports Ltd or as otherwise stipulated as due in the Insertion Order ('Due Date').  All amounts paid  by the Client after the Due Date will be bear interest at the rate of 4% above the base lending rate of Aura Sports Ltd’s main bank, such interest to accrue on a daily basis from the Due Date until the date of actual payment. All amounts specified in the Insertion Order are net of value added tax. The Client shall pay all value added tax due thereon at the rate and in the manner prescribed by law. Other than as is expressly provided in these Terms and Conditions, fees are nonrefundable in whole or in part and the Client shall remain liable for the full amount specified in the Insertion Order.

8. Usage Statistics

Notwithstanding the provisions of the Insertion Order, the Client acknowledges that Aura Sports Ltd has not made any guarantees with respect to usage statistics or levels of impressions for any advertisement. Aura Sports Ltd provides the Client with estimated usage statistics only as a courtesy to the Client, and Aura Sports Ltd shall use its reasonable endeavours to ensure, but makes no guarantees regarding, the accuracy, reliability or completeness of any usage information provided to the Client. The Client may not distribute or disclose usage information in any form to any third party without Aura Sports Ltd’s prior written consent. 

Aura Sports Ltd will be entitled to discontinue links to the advertisement content immediately at any time where such advertisement content is likely, in Aura Sports Ltd's good faith judgment, to adversely affect any operations of the Sites or potentially incur any liability for Aura Sports Ltd or its affiliates or is otherwise in contravention of any provision of these Advertising Terms and Conditions.

9. Renewal

Except as expressly set out in the Insertion Order, any renewal of the Insertion Order and acceptance of any additional advertising order will be at Aura Sports Ltd’s sole discretion. The rates applicable to such renewal period (if any) are subject to change by Aura Sports Ltd from time to time in its absolute discretion.

10. Limitation of Liability; Disclaimer Indemnification

Neither party shall be liable to the other for indirect, incidental, consequential, special, and exemplary or punitive damages (even if such party has been advised of the possibility of such damages), suffered or incurred as a result of or in connection with these Terms and Conditions. Aura Sports Ltd shall not, in any event, be liable to the Client under or in connection with these Terms and Conditions for more than the amount paid by the Client under these Terms and Conditions.

Aura Sports Ltd makes no, and hereby specifically disclaims all, representations or warranties regarding the Site or any part thereof and, without limiting the foregoing, Aura Sports Ltd specifically disclaims any warranty regarding:

the number of persons who will access or 'click-through' the advertisement unless expressly stated in the Insertion Order;

any benefit the Client might obtain from including the advertisement within the Site; and

the functionality, performance or operation of the Site with respect to the advertisement.

The Client hereby agrees to indemnify, defend and hold harmless Aura Sports Ltd and its affiliates from and against all losses, damages, costs and expenses suffered or incurred: (a) arising out of any breach of this Section 10 of these Terms and Conditions; (b) arising out of any other material breach by the Client of any obligation, representation or warranty set out in these Terms and Conditions; or (c) relating to any contaminated file or virus originating from the advertisement or the advertisement content ((a), (b) and (c) together referred to as 'Claim').

Aura Sports Ltd will notify the Client of any Claim and will give the Client the opportunity to assume conduct of the defence or settlement of such Claim.  Nothing in this Section 10 shall exclude or limit any party's liability in respect of death or personal injury arising from that party's negligence.

The Client acknowledges that these Terms and Conditions have been drawn up by Aura Sports Ltd for the benefit of itself and its affiliates. Subject to the limitations of the Client's liability contained in these Terms and Conditions, the Client shall indemnify Aura Sports Ltd in respect of an amount equal to any losses, costs, liabilities or expenses incurred by any affiliate as a result of a breach of these Terms and Conditions by the Supplier or which is expressed as being recoverable under an indemnity in these Terms and Conditions provided that the loss, cost, liability or expense would have been recoverable by the affiliate if it had been a party to these Terms and Conditions assuming that all obligations and rights owed to Aura Sports Ltd are owed to the affiliate and provided further that in no circumstances shall the Client be liable to both Aura Sports Ltd and an affiliate for the same loss, cost, liability or expense.

11. Confidentiality

The provisions of the Insertion Order and all communications passing between the Client and Aura Sports Ltd are confidential and must not be disclosed to any third party except: (a) by the Client to its qualified accountants or legal advisers, (b) by Aura Sports Ltd to its qualified accountants or legal advisers, or (c) as otherwise agreed by the parties in writing or as otherwise required by law.

If the parties have executed a non-disclosure agreement prior to the date of these Terms and Conditions ('Non-Disclosure Agreement'), then: (a) the Non-Disclosure Agreement is hereby incorporated into these Terms and Conditions by reference whether or not it is attached to the Insertion Order, and (b) each party must comply with its obligations in the Non-Disclosure Agreement. The Client must not, and must ensure that any person acting on its behalf does not, make any public announcement in respect of the Insertion Order or the relationship between the parties without prior written consent of Aura Sports Ltd including without limitation any pre-announcement in respect of the display of advertising on any Aura Sports Ltd property. For the avoidance of doubt, the foregoing prohibition includes public announcements by any third party acting on behalf of the Client and any communication which the Client knows will or is likely to be made public.

12. Termination

In addition to its rights at law, either party may terminate these Terms and Conditions at any time on written notice to the other party in the event of: (i) material breach of these Terms and Conditions by the other party, which, in the case of a breach capable of remedy, remains unremedied within 14 days of written notice of the breach; or (ii) the other party passes a resolution, or a court of competent jurisdiction makes an order, that such party be wound up; a receiver, administrative receiver, administrator or manager is appointed over any part of the business or assets of the other party; the other party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or any similar event occurs in any other jurisdiction in respect of the other party.

Unless a specified term is stipulated in the Insertion Order, either party may terminate these Terms and Conditions by 30 days prior notice to the other.

Sections 10 and 12 shall survive the termination of these Terms and Conditions. Any termination of these Terms and Conditions shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of such termination by the other party provided that Aura Sports Ltd shall have no liability for loss of any data or content arising out of or in connection with the termination of these Terms and Conditions. In the event of termination by Aura Sports Ltd under this Section 12, or by the Client under this Section 12, Aura Sports Ltd reserves the right to invoice the Client, by way of a surcharge in respect of the impressions received prior to termination, for the difference between the advertised Rate Card CPM current at the time of booking and the CPM charged to the Client.

13. Miscellaneous

Notwithstanding Section 6, neither party shall be liable for, or be considered in breach of or default under these Terms and Conditions on account of, any delay or failure to perform as required by these Terms and Conditions (except with respect to payment obligations) as a result of any causes or conditions which are beyond such party's reasonable control and which such party is unable to overcome by the exercise of reasonable diligence.

The Client shall not assign, novate, sub-let or otherwise transfer these Terms and Conditions or any of its rights, duties and obligations hereunder without the prior consent in writing of Aura Sports Ltd. Aura Sports Ltd may assign or novate these Terms and Conditions to any affiliate.

Aura Sports Ltd and the Client are independent contractors and not the agent, representative or partner of the other party.

Failure of either party to insist upon or enforce strict performance by the other party of any provision of these Terms and Conditions or to exercise any right under these Terms and Conditions shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance.

This Agreement comprises the entire agreement between the Client and Aura Sports Ltd, and supersedes all prior agreements, statements, and representations (other than negligent or fraudulent misrepresentations) by either party in relation to its subject matter.

No change, amendment or modification to any provision of these Terms and Conditions shall be valid unless made in writing and signed by an authorized representative of each party.

In the event and to the extent only of any conflict between these Terms and Conditions and the Insertion Order, the Insertion Order shall prevail.

These Terms and Conditions shall be interpreted, construed and enforced in all respects in accordance with English law (other than its conflict of laws principles) and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.

If any provision of these Terms and Conditions is or becomes invalid or illegal in any respect, that provision shall be deemed to be severed from these Terms and Conditions but the validity, legality and enforceability of the remaining provisions of these Terms and Conditions shall not be affected.

The Section headings in these Terms and Conditions are included for convenience only and shall not affect the construction of these Terms and Conditions.

Other than in respect of any provision expressly granting a right to an affiliate, no provision in these Terms and Conditions is intended to be enforceable by a person who is not a party to these Terms and Conditions.