Effective Date: 12/05/2026

These Terms of Service (“Terms”) form a binding legal agreement between you and Sponsero Ltd. They govern your access to and use of the Sponsero platform — a digital marketplace that connects brands (“Sponsors”) with athletes, sports clubs, and venues (“Sponsees”). Please read carefully — they affect your rights and obligations. Sponsero's role as a marketplace facilitator is set out in full in Section 3.

1. About Sponsero and These Terms

1.1 The Contracting Entity

You are contracting with Sponsero Ltd, a company incorporated in England and Wales, registered office 86-90 Paul Street, London, EC2A 4NE, company number 16667915 (“Sponsero,” “we,” “us,” “our”).

1.2 Acceptance

By registering, accessing, or using the Platform, you confirm you have read, understood, and accepted these Terms, our Privacy Policy, and our Acceptable Use Policy. If you do not accept, you must not use the Platform.

1.3 Changes

We may revise these Terms from time to time. We will give you at least thirty (30) days' advance notice by email or in-Platform.

For material changes — affecting fees, Payment Funds mechanics, liability, or any economic term — we will require your affirmative re-acceptance before continued use. For non-material changes, continued use after the notice period is acceptance.

If you do not accept a material change, you may terminate your account under Section 13 at any time during the notice period. Termination on this basis creates no liability on your part beyond completion of Deals already formed.

1.4 Additional Policies

The following are incorporated into these Terms by reference:

• Privacy Policy — how we collect, use, and protect your personal data
• Acceptable Use Policy — standards of conduct on the Platform

By using the Platform's payment functions, you also agree to the terms of our Payment Services Provider, presented during onboarding.

If these Terms conflict with a referenced policy, these Terms prevail unless the policy expressly states otherwise.

2. Definitions

“Activation” — a Deliverable performed by a Sponsee under a Deal. A Deal may contain one Activation or multiple Activations grouped under Milestones (defined dates by which one or more Activations must be performed and Activation Proof submitted).

“Activation Proof” — evidence submitted by a Sponsee through the Platform demonstrating that an Activation has been performed (e.g., screenshots, links, analytics).

“Agency” — a Member managing sponsorship opportunities on behalf of one or more Sponsees, with authorisation to act on their behalf.

“AI Features” — AI-powered tools on the Platform, including drafting and pricing suggestions, matching, search ranking, and personalisation.

“Bid” — an offer submitted by a Sponsor to enter into a sponsorship arrangement with a Sponsee on the terms of a Listing, whether through an auction, buy-now action, or accepted negotiated proposal. Each Bid is a binding offer under Section 5.2.

“Content” — any information, text, photographs, images, videos, statistics, documents, or other materials uploaded, submitted, or displayed on the Platform by Members.

“Cooling-Off Window” — the 24-hour period described in Section 5.7.

“Deal” — a sponsorship arrangement agreed between a Sponsor and a Sponsee through the Platform, including the agreed terms, Deliverables, timeline, and payment obligations.

“Deliverables” — the specific Activations or outputs a Sponsee agrees to provide under a Deal.

“Identity Verification Provider” — the third-party regulated provider engaged by Sponsero from time to time to perform identity verification and KYC checks. The current provider is disclosed during the verification flow.

“Listing” or “Offering” — a sponsorship opportunity published on the Platform by a Sponsee, including descriptions, pricing, audience statistics, Deliverables, and Milestones.

“Material Deviation Notice” — a notice raised by a Sponsor under Section 5.10 within 14 calendar days of an Activation date, alleging that an Activation as published deviates materially from the Listing description.

“Member” — any individual or legal entity that registers an account on the Platform. Members may act as Sponsors, Sponsees, or Agencies.

“Milestone” — see “Activation”.

“Non-Delivery Claim” — a claim raised by a Sponsor under Section 5.8 where Activation Proof for a Milestone has not been submitted by the deadline plus the grace period defined in that Section.

“Payment Funds” — the holding of a Sponsor's payment by our Payment Services Provider pending completion or resolution of a Deal.

“Payment Services Provider” — the third-party regulated payment service provider engaged by Sponsero from time to time. The current provider is disclosed during the payment onboarding flow.

“Platform” — the Sponsero website, mobile applications, APIs, and all related tools, features, and services provided by Sponsero Ltd.

“Platform Fee” — the fee charged by Sponsero on each completed Deal: 10% of the list price of the Listing, payable by the Sponsor in addition to the list price (see Section 6.5).

“Review Period” — the 14 calendar days following submission of Activation Proof for a Milestone, during which the Sponsor may confirm release, raise a Material Deviation Notice, or take no action (in which case automatic release applies).

“Sponsee” — a Member using the Platform to list and offer sponsorship opportunities (athletes, sports clubs, venues, sports media properties, rights holders).

“Sponsor” — a Member using the Platform to discover, bid on, or enter into sponsorship arrangements with Sponsees (brands, companies, marketing agencies).

“Sponsero Relationship” — the relationship between a Sponsor and a Sponsee that first connects through the Platform, as further described in Section 8.5.

“Workspace” — the dedicated area of the Platform provided for each Deal, containing the agreed terms, messaging channel, file sharing, Deliverable tracking, contract management, and payment status.

3. Role of Sponsero

In summary: Sponsero is a marketplace. We are never a party to a sponsorship Deal, we do not arbitrate disputes, and we do not warrant the quality of anything on the Platform.

3.1 Marketplace Facilitator

Sponsero operates as a marketplace facilitator. We provide the technology, infrastructure, and tools that enable Sponsors and Sponsees to discover each other, communicate, negotiate, execute Deals, and process payments. We are not a sponsorship agency, sports management company, advertising broker, financial advisor or analytics company.

3.2 Not a Party to Deals

Any sponsorship agreement formed through the Platform is between the Sponsor and the Sponsee (and, where applicable, their Agency). Sponsero is not a party to, and assumes no liability under, any such agreement. Sponsero does not act as agent, employee, or representative of any Member.

3.3 No Adjudication

Sponsero does not act as arbitrator, mediator, or judicial body in any dispute between Members and does not assess the merits of any underlying sponsorship Deal. This includes whether Activations were performed adequately, whether Deliverables met agreed specifications, the quality or fitness of any Activation, or any other matter going to the merits of the underlying sponsorship.

Sponsero's role with respect to Payment Funds is strictly limited to: (i) holding Payment Funds in custody with the Payment Services Provider until the trigger conditions for release or refund in these Terms are met, and (ii) providing the parties with the on-Platform record as evidence. The objective triggers in Section 5 govern Payment Funds outcomes regardless of the merits of any underlying dispute.

Disputes about the merits of a Deal are between the Sponsor and the Sponsee, who retain all rights to pursue the other party in court or by other lawful means.

3.4 No Endorsement

Inclusion of any Listing, Member profile, or recommendation on the Platform does not constitute an endorsement, guarantee, or verification by Sponsero. “Verified” refers only to completion of identity checks via our Identity Verification Provider and does not imply quality assurance.

3.5 Right but Not Obligation to Moderate

Sponsero reserves the right, but is under no obligation, to review Listings, Content, messages, ratings, and Member behaviour. Sponsero may refuse registration, suspend accounts, remove Listings, or remove Content at its sole discretion.

Neither the exercise nor the non-exercise of this right creates any duty of care toward any Member. Sponsero does not, by reviewing or moderating any Content or behaviour, assume responsibility for Content or behaviour it has not removed.

3.6 Recommendation Systems

The Platform uses algorithms and AI to recommend Listings, match Sponsors with Sponsees, and rank search results. Sponsero does not guarantee the accuracy or suitability of any recommendation. Members must exercise independent judgement.

4. Account Registration

4.1 Eligibility

To use the Platform, you must be at least 18 (or the age of majority in your jurisdiction, whichever is greater), be legally capable of entering into binding contracts, and not be barred from receiving services under applicable law.

4.2 Account Information

You must provide accurate, current, and complete registration information and keep it updated. False or misleading information is a breach of these Terms.

4.3 Account Security

You are responsible for safeguarding your credentials and for all activity under your account. Notify us immediately at info@sponsero.co if you suspect unauthorised access. Sponsero is not liable for loss arising from your failure to protect your credentials.

4.4 Identity Verification (KYC)

Verification is a precondition for using the Platform's payment functions. Sponsees verify identity through the Identity Verification Provider before publishing their first Listing. Sponsors complete KYC through the Payment Services Provider on their first payment. Sponsero may require additional verification at any time.

Where verification is attempted but not completed, the account remains in good standing for browsing and account-management purposes, but the relevant payment function (publishing a Listing for Sponsees; placing a Bid or buy-now for Sponsors) remains unavailable.

4.5 One Account Per Entity

Each individual or legal entity may maintain only one account unless expressly authorised in writing by Sponsero. Agencies may manage multiple Sponsee profiles under a single Agency account. Creating duplicate accounts to circumvent restrictions or manipulate the marketplace is a material breach.

4.6 Authority to Bind a Business

If you register on behalf of a business or legal entity, you represent that you have authority to bind that entity, including authority to place Bids, accept Deals, and incur payment obligations on its behalf. The entity is responsible for all activity through the account. Sponsero reserves the right to request documentation evidencing this authority at any time — including board resolutions, written authorisations, or other reasonable proof — and may suspend account activity, including pending Bids and Deals, until satisfactory evidence is provided.

4.7 Business-Only Platform

The Sponsero Platform is intended exclusively for use by businesses, including individuals acting in the course of a profession, trade, or business. This includes professional athletes, sports clubs, venues, brands, marketing agencies, and sponsorship agencies.

By registering and using the Platform, you confirm you are using it in the course of a business, trade, or profession (“business member”) and not as a consumer.

You agree that consumer protection legislation — including the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, and equivalent EU consumer protection laws — does not apply to your use of the Platform, except where such rights cannot be excluded by law.

If you consider yourself to be acting as a consumer rather than as a business member, you must not register for or use the Platform. Contact info@sponsero.co before registering.

Sponsero may request evidence of business status at any time and may suspend or terminate accounts where there is reasonable evidence that the Member is not acting in the course of a business.

5. Listings, Bidding, Deal Formation, Cancellation, and Refunds

In summary: Bids are binding. Deals form at clearly defined moments. Cancellations and refunds operate on time-based triggers, not Sponsero's judgement.

5.1 Creating Listings

Sponsees may create Listings describing available sponsorship inventory. Each Listing must include: (a) a clear description of the opportunity; (b) the type and scope of Deliverables; (c) pricing or starting bid; (d) one or more Milestone deadlines by which each Activation must be performed and Activation Proof submitted; and (e) the sponsorship period. Sponsees are solely responsible for accuracy and completeness.

Until the first Bid is placed (in an auction Listing) or the first buy-now action is initiated (in a fixed-price Listing), the Sponsee may modify or delete the Listing at any time. Once a Bid is placed or a buy-now is initiated, the Sponsee is bound by the Listing.

5.2 Bidding and Bid Retraction

Placing a Bid, completing a buy-now action, or formally accepting a negotiated proposal is a binding commitment by the Sponsor to pay the Bid amount plus the Platform Fee under Section 6.5 and complete the transaction if their Bid is the highest at auction close. A Bidder is bound until outbid.

Bids cannot be modified or withdrawn unilaterally except in the limited circumstances below:

(a) Correction of a wrong amount. Where a Sponsor has placed a Bid containing a manifest error in the amount (for example, entering €25,000 in place of €2,500), the Sponsor may retract that Bid through the Platform provided that: (i) the retraction is requested within 60 minutes of placing the Bid; (ii) at the time of the request, the Listing has more than 12 hours remaining before auction close (or is a fixed-price or negotiation Listing on which no other event has occurred); and (iii) the Sponsor immediately re-submits a corrected Bid in good faith. A change of mind is not a manifest error.

(b) Material change to the Listing. Where the Sponsee has materially changed the Listing after the Bid was placed, the Sponsor's withdrawal rights are governed by Section 5.5.

(c) Sponsee consent. A Sponsor may request Bid retraction for any other reason through the Platform. The request is only effective on the Sponsee's express consent. The Sponsee is under no obligation to consent.

Effect of effective retraction. The Bid is annulled, all other Bids from that Sponsor on the same Listing are removed, and any Payment Funds captured in respect of the retracted Bid are refunded under Section 6.6.

Time-window restriction. Retractions under (a) or (c) are not available during the final 12 hours before auction close. During the final 12 hours, only retraction under (b) remains available.

Account consequences. Sponsero tracks Bid retraction activity. Repeated retractions, retractions found to be in bad faith, or any conduct designed to manipulate the bidding process is a breach of these Terms and may result in account restriction, suspension, or termination under Section 13, and an automatic negative rating under Section 7.

5.3 Auction Mechanics

For auction-style Listings: (a) Bids must meet a minimum increment of 5% above the current highest Bid; (b) where a Bid is placed in the final 5 minutes before scheduled auction close, the auction is automatically extended by 5 minutes from that Bid, and successive Bids within each extension window further extend the auction by the same amount; (c) the highest Bid at final close wins; (d) payment authorisation is captured immediately on auction close.

5.4 Deal Formation

A Deal is formed at the moment when: (a) an auction Listing closes with the Sponsor as the highest Bidder; (b) the Payment Services Provider successfully authorises the Sponsor's payment following a buy-now action; or (c) both the Sponsor and the Sponsee have formally accepted custom terms through the negotiation Workspace.

On Deal formation, both parties are bound by the agreed terms. Sponsero issues a Deal confirmation to both parties.

5.5 Material Change to Listing After Bids

If the Sponsee materially changes a Listing after one or more Bids have been placed — including any change that reduces the deliverable scope, materially shifts Milestone dates, changes the sponsorship period to the Sponsor's detriment, or otherwise materially diminishes the value of the Listing — the then-highest Bidder at the time of the change has the right to withdraw their Bid through the Platform. Sponsero will release the corresponding Payment Funds back to the Sponsor and the Bid is annulled.

5.6 Deal Workspace

Each Deal has a dedicated Workspace containing the agreed terms, a messaging channel, file sharing, Deliverable tracking, contract management, and payment status.

All Deal communications must take place within the Workspace. Communications conducted outside the Workspace do not form part of the Platform's record and may not be relied upon by either party to support any claim under these Terms.

5.7 Sponsor Cooling-Off Window

For Deals formed by buy-now or accepted negotiated proposal, the Sponsor has a Cooling-Off Window of 24 hours from Deal formation during which the Sponsor may cancel the Deal through the Platform and receive a full refund of the Deal value and the Platform Fee.

The Cooling-Off Window expires on the earliest of: (a) the expiry of 24 hours from Deal formation; (b) the Sponsee submitting the first Activation Proof; or (c) the campaign start date specified in the Listing. Where the campaign start date falls within 24 hours of Deal formation, the Cooling-Off Window is correspondingly shortened.

Auction Bids are not subject to the Cooling-Off Window and are governed by Sections 5.2, 5.3, and 5.9.

After the Cooling-Off Window has expired, Sponsero will not unilaterally cancel a Deal on behalf of a Sponsor. Cancellation requires the Sponsee's express consent under Section 5.9 or the operation of another scenario in this Section 5.

5.8 Non-Delivery by Sponsee

The Sponsee must submit Activation Proof against each Milestone within the deadline set out in the Listing.

If Activation Proof is not submitted by that Milestone's deadline plus a grace period of 7 calendar days, the Sponsor may open a Non-Delivery Claim through the Platform. On opening, the Sponsee has 7 calendar days (the “Response Window”) to take one of the following actions through the Platform:

• (a) submit Activation Proof for the relevant Milestone;
• (b) invoke Force Majeure under Section 5.11; or
• (c) propose mutual cancellation under Section 5.9.

If the Sponsee takes none of (a)–(c) within the Response Window, the Non-Delivery Claim is automatically approved, the corresponding tranche of Payment Funds is refunded to the Sponsor, and the Sponsee receives an automatic negative rating under Section 7.

Sponsero does not assess whether any Activation was high-quality, on-brand, or otherwise met the Sponsor's expectations beyond the listed Deliverable description. The Non-Delivery Claim mechanism is concerned solely with whether one of actions (a)–(c) was taken within the Response Window.

5.9 Mutual Cancellation

A Deal may be cancelled at any time by mutual agreement of Sponsor and Sponsee through the Platform. On mutual cancellation, the Deal is annulled and Payment Funds (the Deal value) are refunded to the Sponsor.

Platform Fee on mutual cancellation:

• Fully refunded if cancellation occurs before any Activation Proof has been submitted.
• Retained if cancellation occurs after any Activation Proof has been submitted (subject to pro-rata refund under Section 5.13 for any Activations not delivered).

Unilateral cancellation is not permitted outside Sections 5.7 (Cooling-Off), 5.8 (Non-Delivery), 5.11 (Force Majeure), and 5.12 (Failed Payment Authorisation).

5.10 Material Deviation Notice

If a Sponsor identifies a material deviation in an Activation as published from the description in the Listing — including wrong tag or @-handle, missing legally required disclosure, off-brand content materially inconsistent with brief, or a missing Deliverable — the Sponsor must notify the Sponsee through the Platform within 14 calendar days of the Activation date.

Resolution sits with the parties. Sponsero will not assess the merits. Where the parties agree on a resolution through the Workspace, Sponsero gives effect to the agreed outcome (including any agreed re-execution, partial release, or refund). Where the parties do not agree, the Activation is treated as contested and the corresponding tranche of Payment Funds is subject to the long-stop window in Section 5.13.

If no Material Deviation Notice is submitted within 14 calendar days, the Activation is treated as confirmed.

5.11 Force Majeure Affecting a Deal

The following events are Force Majeure Events:

• athlete or principal performer injury or illness preventing performance;
• cancellation of the underlying event;
• suspension or material limitation of the publishing channel (e.g., social media account suspension);
• regulatory or governmental action preventing performance;
• any other cause outside the reasonable control of the affected party.

The affected party must notify the other through the Platform without delay. The default outcome order is:

1. Pause with extension. The Deal is paused with a default extension window of 30 days within which the Sponsee must perform the affected Activations.
2. Substitution. If pause-and-extension is not feasible, the Sponsee may propose substitution by equivalent Activations. Substitution requires the explicit consent of the Sponsor through the Platform. If the Sponsor does not respond within 7 calendar days of a substitution proposal, the proposal is deemed rejected.
3. Pro-rata refund. If neither pause-and-extension nor substitution is agreed, a pro-rata refund applies based on Activations already delivered. Payment Funds for completed Activations release to the Sponsee; Payment Funds for unperformed Activations refund to the Sponsor. The Platform Fee is refunded in proportion to the refunded Deal value.

Sponsero operates the mechanism. The parties select the applicable path under these defaults through the Platform.

5.12 Failed Payment Authorisation

If a Sponsor's payment cannot be captured after Deal formation — including declined card authorisation, failed KYC, or regulatory or anti-money-laundering review preventing capture — and the failure is not cured within 72 hours, the Deal is automatically annulled and the Listing returns to active. The Sponsor receives an automatic negative rating under Section 7.

5.13 Partial Delivery and Long-Stop

Where a Listing contains multiple Milestones or Deliverables, Payment Funds release on a pro-rata basis. As each Activation is confirmed (by the Sponsor or by automatic confirmation under Section 6.3 Step 4 and Section 5.10), the corresponding share of the Deal value is released to the Sponsee and the corresponding portion of the Platform Fee is retained by Sponsero.

Contested Activations remain in escrow until the parties resolve the matter between themselves. A long-stop window of 60 calendar days applies from the date the Activation was first marked contested. After 60 calendar days of inactivity, the contested Payment Funds default to refund to the Sponsor and the corresponding portion of the Platform Fee is refunded.

6. Payments and Fees

In summary: Sponsero never holds your money directly. When a Deal forms, the Sponsor's payment is held by our Payment Services Provider until release or refund triggers under Section 5 are met. Fees follow the transaction outcome.

6.1 Payment Processing

All financial transactions are processed through our Payment Services Provider, a regulated third-party. Sponsero does not directly hold, store, or process payment card information. By using payment features, you agree to the terms of our Payment Services Provider in addition to these Terms.

6.2 Sponsee Onboarding

Before receiving payouts, Sponsees must complete Payment Services Provider onboarding, including identity verification, bank account connection, and acceptance of the Payment Services Provider's terms. Sponsero may restrict Listing visibility for Sponsees who have not completed onboarding.

6.3 Funds Lifecycle

Every Deal follows this lifecycle:

Step 1 — Payment Capture. On Deal formation, the Sponsor's payment method is charged for the full Deal amount plus the Platform Fee. Funds are placed into Payment Funds via the Payment Services Provider.

Step 2 — Hold. Funds are held by the Payment Services Provider throughout the delivery period. Neither party may access these funds.

Step 3 — Activation Proof and Review Period. When the Sponsee performs an Activation, they submit Activation Proof through the Platform. The Sponsor has the Review Period of 14 calendar days to either confirm the Activation or raise a Material Deviation Notice under Section 5.10.

Step 4 — Automatic Release. If, within the Review Period, the Sponsor neither confirms the Activation nor raises a Material Deviation Notice, the Activation is treated as confirmed and the corresponding tranche of Payment Funds is automatically released to the Sponsee. Sponsero will use commercially reasonable efforts to notify the Sponsor at the start of the Review Period and prior to automatic release.

Step 5 — Payout. On release, the Sponsee receives the corresponding share of the Deal value. Payouts follow the Payment Services Provider's standard schedule (typically 2–7 business days).

The Non-Delivery Claim mechanism in Section 5.8 operates separately: it applies where Activation Proof has not been submitted at all by the Milestone deadline plus the 7-day grace period.

6.4 Milestone-Based Deals

Where a Deal includes multiple Milestones, Payment Funds release in tranches as each Milestone's Activation is confirmed under Section 5.13 and Step 4 above.

6.5 Platform Fee

Sponsero charges a Platform Fee of 10% of the list price. The Platform Fee is paid by the Sponsor in addition to the list price and is not deducted from the Sponsee's payout. The Sponsee receives the full list price (less any payment processor pass-through fees deducted by the Payment Services Provider).

Example: On a Listing with a list price of €100, the Sponsor pays €110 (€100 list price + €10 Platform Fee). On confirmation of delivery, €100 releases to the Sponsee and €10 is retained by Sponsero.

When the Platform Fee is non-refundable. The Platform Fee is non-refundable in respect of any Activation that has been confirmed and the corresponding tranche of Payment Funds released to the Sponsee (by Sponsor confirmation or automatic release under Section 6.3 Step 4). A Deal is “completed” when all its Activations have been confirmed and all corresponding Payment Funds released.

When the Platform Fee is refunded. Where Payment Funds are refunded to the Sponsor under these Terms, the Platform Fee allocable to the refunded portion is refunded together with those Payment Funds, without separate request. This applies to: Cooling-Off cancellation (5.7); Material Change to Listing (5.5); Sponsee non-delivery (5.8); Force Majeure refunds (5.11); mutual cancellation before any Activation Proof (5.9); Failed Payment Authorisation (5.12); effective Bid retraction (5.2); and contested funds defaulting to refund under the long-stop window (5.13). Where the refund is partial, the Platform Fee is refunded on a pro-rata basis.

Bad-faith exception. The Platform Fee is not refunded where the refund is triggered by the Sponsor's own breach of these Terms — including a Bid retraction later found to be in bad faith, submission of materially false evidence under Section 7.5, manipulation of bidding under Section 8.4, or any other material breach. Sponsero retains the Platform Fee in such cases and may apply further enforcement under Sections 7 and 13.

Agency Splits. The financial relationship between an Agency and the Sponsee they represent — including any commission payable by the Sponsee to the Agency — is between the Agency and the Sponsee. Sponsero is not party to that arrangement and does not act as paymaster for Agency commissions unless and until a specific Agency-payout feature is introduced.

Fee Changes. Sponsero may modify the Platform Fee rate or introduce new fees with at least 30 days' advance notice. Changes do not apply to Deals already in Payment Funds at the time the change takes effect.

No Listing or Membership Fees. Publishing a Listing is free. The only charge is the Platform Fee on completed Deals.

6.6 Refunds

Refunds to Sponsors are processed only where triggered under Section 5 (specifically Sections 5.2, 5.5, 5.7, 5.8, 5.9, 5.10 read with 5.13, 5.11, 5.12, and 5.13) or this Section 6. Refunds are returned to the Sponsor's original payment method via the Payment Services Provider.

Sponsero does not issue discretionary refunds outside the triggers in these Terms.

6.7 Currency and Taxes

Deal values are denominated in the currency specified in the Listing. Sponsero currently supports EUR, GBP, and USD.

Each Member is solely responsible for their own tax obligations arising from Platform transactions, including VAT, income tax, withholding taxes, and cross-border tax requirements. Sponsero does not provide tax advice.

The Platform Fee stated in these Terms and on the Platform is exclusive of any value-added tax, sales tax, or equivalent transaction tax. Where such tax is chargeable, it will be added to the Platform Fee and shown to the Sponsor before payment.

7. Ratings, Enforcement, and Sponsero's Operational Limits

In summary: Sponsero operates a two-sided rating system as a soft enforcement layer. We do not adjudicate disputes. Where objective triggers in Section 5 are met, the at-fault party automatically receives a negative rating.

7.1 Rating System

Each Member may rate the other party at the conclusion of a Deal. Ratings are visible to other Members. Sponsero does not endorse or verify user-submitted ratings. Sponsero may, but is not required to, moderate ratings.

7.2 Automatic Negative Ratings

Sponsero records an automatic negative rating against the at-fault party, without further review, in the following cases:

• a Non-Delivery Claim is auto-approved under Section 5.8 (against the Sponsee);
• a payment authorisation fails and is not cured within the window in Section 5.12 (against the Sponsor);
• repeated unjustified Bid retraction requests under Section 5.2 (against the Sponsor);
• fraudulent evidence determination under Section 7.5 (against the submitting party).

7.3 Repeat Offences and Account Action

Where a Member receives multiple automatic negative ratings or verified rating-based complaints within a defined window, Sponsero may suspend or exclude that Member under Section 13. Severity is proportionate to the nature and frequency of the conduct.

7.4 No Adjudication, No Witness

Sponsero does not act as arbitrator, mediator, or judicial body in any dispute. Sponsero does not assess the merits of any underlying sponsorship performance. Objective triggers in Section 5 govern Payment Funds outcomes; ratings under this Section provide a soft enforcement layer; merits remain between the parties.

Sponsero is not obliged to appear as a witness, expert, or party in any dispute between Members. On reasonable request, and subject to applicable law and our Privacy Policy, Sponsero may provide a Member with a copy of the on-Platform record relating to a Deal in which that Member is a party, for use as evidence in legal proceedings.

7.5 Evidence Standards

Evidence submitted to the Platform — including Activation Proof and Material Deviation Notice attachments — must be legitimate, accurate, and verifiable. Evidence must not include AI-generated fabrications, doctored screenshots, manipulated data, or material misrepresentation of facts.

Submission of fraudulent or materially misleading evidence is a material breach. Where Sponsero determines on the balance of available information that evidence is fraudulent — through channel-side records, third-party verification, or admission — Sponsero will: (i) record an automatic negative rating against the submitting party; (ii) reverse any Payment Funds outcome that was based on the fraudulent evidence; and (iii) may suspend or terminate the submitting party's account under Section 13.

8. Member Obligations and Acceptable Use

8.1 General Obligations

All Members must: provide accurate, truthful, and complete information; honour all Deals entered into through the Platform; respond promptly to Deal-related communications; comply with applicable laws; and maintain the confidentiality of commercially sensitive Deal terms.

8.2 Sponsor Obligations

In addition, Sponsors must: ensure sufficient funds when placing Bids; review Activation Proof and confirm or raise Material Deviation Notices within the Review Period; provide clear, accurate campaign briefs; and not demand Deliverables beyond what was agreed.

8.3 Sponsee Obligations

In addition, Sponsees must: ensure audience statistics and performance claims are truthful, current, and verifiable; perform Activations within agreed timeframes and to agreed specifications; submit Activation Proof promptly; not accept Deals conflicting with existing exclusivity agreements; complete onboarding with the Identity Verification Provider and Payment Services Provider; and promptly disclose material changes to audience reach, availability, or ability to deliver.

8.4 Prohibited Conduct

The following are prohibited:

• Off-Platform Transactions — completing deals outside the Platform with Members discovered through Sponsero (see Section 8.5).
• Fraud and Misrepresentation — false information, inflated statistics, fake reviews, or deceptive conduct.
• Shill Bidding — bidding on your own Listings or arranging artificial Bids to inflate prices.
• Account Manipulation — duplicate accounts, using others' accounts, or circumventing restrictions.
• Harassment — threatening, defaming, discriminating against, or abusing Members.
• Spam — unsolicited messages, advertising non-Platform services, or data scraping.
• System Abuse — unauthorised access, bots, scripts, or interference with Platform operations.
• IP Infringement — using others' trademarks, copyrighted material, or proprietary content without authorisation.

Violations may result in warning, temporary restriction, suspension, or permanent termination. Where a violation causes financial harm to another Member, Sponsero may also charge the violating party for losses incurred.

Detailed content, conduct, and prohibited-use rules are set out in the Acceptable Use Policy, incorporated by reference. The Acceptable Use Policy may be updated independently of these Terms.

8.5 Anti-Circumvention

Why this matters: Sponsero invests in matching, secure payments, and platform infrastructure. Off-platform deals remove these protections and undermine the marketplace.

If a Sponsor and Sponsee first connect through the Platform (a “Sponsero Relationship”), any sponsorship deal between them must be conducted through the Platform for 18 months from initial contact. This includes renewals, extensions, and new arrangements between the same parties.

Circumvention may result in: account suspension or termination; a fee equal to the Platform Fee that would have been payable on the off-platform deal, plus a 5% administrative surcharge (the “Conversion Fee”); and loss of Payment Funds protections.

Taking a relationship off-platform. If you wish to continue a relationship off-platform before the 18-month period expires, you may do so by paying the Conversion Fee. Contact info@sponsero.co.

Pre-existing relationships. If you and another Member had a documented business relationship before either party joined the Platform, the Non-Circumvention Period does not apply. You must notify Sponsero in writing and provide reasonable evidence before transacting off-platform.

8.6 Enforcement

Violations are addressed through graduated enforcement: warnings, temporary restrictions, Listing removal, account suspension, or permanent termination. Severity is proportionate. Sponsero may take immediate action without prior warning for serious violations including fraud, illegal activity, or material risk to other Members.

Where conduct on the Platform may constitute a criminal offence — including fraud, identity theft, or impersonation — Sponsero reserves the right, at its sole discretion, to report the matter to law enforcement and relevant regulatory authorities, and to share Member information with such authorities as permitted by applicable law and our Privacy Policy.

9. Content, Listings, and Accuracy

9.1 Responsibility for Content

You are solely responsible for all Content you upload, submit, or display on the Platform — including profile information, Listings, images, audience statistics, social media metrics, and documents.

9.2 Audience and Performance Claims

If a Sponsee includes audience statistics, follower counts, engagement rates, viewership numbers, or other performance metrics, these must be accurate and verifiable at the time of publication. Sponsees must update such information when it materially changes. Materially false or inflated statistics are a material breach and may result in account termination, automatic negative rating, and liability for damages.

9.3 No Verification by Sponsero

Sponsero does not independently verify user-submitted statistics, audience data, performance claims, or Listing accuracy. Members rely on such information at their own risk.

9.4 Content Licence

You retain ownership of your Content. By submitting Content, you grant Sponsero a non-exclusive, worldwide, royalty-free, sublicensable licence to use, reproduce, display, and distribute your Content solely for operating, promoting, and improving the Platform. This licence terminates when you remove your Content or close your account, except where Content was shared in connection with a Deal or where retention is required for legal compliance or evidence.

For Content created by a Sponsee under a Deal, the Sponsee retains intellectual property rights. The Sponsor receives a licence for the campaign duration of the Deal and any usage rights expressly agreed in the Listing. Any extended or perpetual usage requires explicit agreement in the Listing or in a separate written agreement.

9.5 Content Monitoring and Removal

Sponsero reserves the right to monitor, review, and remove Content that violates these Terms, is misleading, fraudulent, or infringes third-party rights. We may scan communications to detect off-platform solicitation, fraud, or security threats, as permitted by applicable law. Contact information may be filtered from messages prior to Deal formation to prevent circumvention.

10. AI Features

10.1 Services

The Platform provides AI Features including: drafting assistance for Listings; pricing and Bid amount suggestions; matching and recommendation; reach and ROI estimates.

10.2 Tool, Not Agent

AI Features are tools to assist Members. They do not negotiate on any Member's behalf, do not generate binding terms, and do not replace independent judgement. Each Member remains responsible for the Listings they publish, the Bids they place, and the Deals they enter into.

AI recommendations do not constitute legal, financial, tax, or professional advice. Sponsero does not warrant the accuracy of any AI output and does not guarantee any particular outcome.

10.3 Data Processing

Certain data — profile information, Deal history, and conversation excerpts — is processed by third-party AI providers via secure API calls. The Platform supports multiple providers (which may include OpenAI, Anthropic, Google, and others); the current list is maintained in our Privacy Policy. AI conversations are stored for Member reference and to improve recommendations. No Member data is shared with AI providers for training their foundational models without explicit consent.

10.4 Availability

AI Features may be modified, suspended, or discontinued at any time. Sponsero accepts no liability for decisions made in reliance on AI outputs.

11. Intellectual Property

11.1 Platform Ownership

The Platform — including software, design, branding, trademarks, logos, AI models, and proprietary technology — is the exclusive property of Sponsero Ltd or its licensors. These Terms grant you only a limited, revocable, non-exclusive right to access and use the Platform in accordance with these Terms.

11.2 Brand Usage

Members may not use Sponsero's name, logo, or trademarks without prior written consent, except to factually state participation on the Platform. Sponsero may feature Member names or logos in promotional materials; Members may opt out by written notice to info@sponsero.co.

11.3 IP Complaints

If you believe Content on the Platform infringes your intellectual property rights, contact info@sponsero.co with a detailed description. We will investigate and take appropriate action in accordance with applicable law.

11.4 Feedback

Suggestions, feedback, or ideas you provide regarding the Platform may be used by Sponsero without restriction, attribution, or compensation.

12. Limitation of Liability and Disclaimers

12.1 As-Is

To the maximum extent permitted by law, the Platform is provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

12.2 Cap on Liability

Sponsero's total aggregate liability to any Member for all claims arising out of these Terms or the Platform shall not exceed the greater of:

• (a) the total fees paid by that Member to Sponsero in the 12 months preceding the claim; or
• (b) one thousand pounds sterling (£1,000).

All Members are business members under Section 4.7. This cap applies in full as between Sponsero and any Member, subject only to liabilities that cannot lawfully be excluded or restricted under English law (see Section 12.4).

In no event shall Sponsero be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, business opportunities, data, goodwill, or reputation, whether arising from contract, tort (including negligence), strict liability, or otherwise.

12.3 Specific Exclusions

Without limiting the generality of the above, Sponsero is not liable for:

• acts, omissions, conduct, or Content of any Member;
• the quality, safety, legality, or delivery of any Activation or Deliverable;
• accuracy of Member profiles, audience statistics, or performance claims;
• any loss arising from reliance on AI Features;
• third-party services, including the Payment Services Provider, the Identity Verification Provider, or any outages affecting the performance of Activations;
• Platform interruptions, downtime, or technical failures beyond our reasonable control.

12.4 Non-Excludable Liability

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any mandatory rights applicable in your jurisdiction.

13. Account Suspension and Termination

13.1 Termination by You

You may close your account via account settings or by contacting info@sponsero.co. Closure is subject to completion of active Deals, resolution of pending Non-Delivery Claims or Material Deviation matters, and fulfilment of outstanding payment obligations.

13.2 Termination by Sponsero

Sponsero may suspend, limit, or terminate your account if: you breach these Terms or any incorporated policies; we suspect fraud, illegal activity, or serious misconduct; your account has an unreasonable number of automatic negative ratings or verified complaints relative to Deal volume; required by law, regulation, or court order; or your continued use poses material risk to other Members or the Platform.

Where practicable, we will provide written notice and an explanation before or at the time of suspension or termination.

13.3 Effect of Termination

On termination: your right to access the Platform ceases immediately; pending Payment Funds are handled under Sections 5 and 6; your Content may be removed after a reasonable retention period; data may be retained as required by law.

The following Sections survive termination: 3, 5.7–5.13 (for Deals already formed), 6, 7, 8.5, 9.4, 11, 12, 14, 15, and 17.

14. Indemnification

You agree to indemnify, defend, and hold harmless Sponsero Ltd, its affiliates, and their directors, officers, employees, and agents from any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of:

• your use of the Platform or breach of these Terms;
• your Content, including claims that your Content infringes third-party rights;
• any Deal you enter into with another Member;
• your violation of any applicable law, regulation, or third-party right;
• disputes between you and another Member.

For Members resident in the European Economic Area or the United Kingdom, this indemnification applies only to the extent that the claims, liabilities, damages, losses, and expenses have been caused by your culpable breach of these Terms.

Members must notify Sponsero of any potential claim within 30 to 60 days of becoming aware of it.

15. Governing Law and Jurisdiction

15.1 Governing Law

These Terms are governed by the laws of England and Wales.

15.2 Jurisdiction

Disputes arising out of or in connection with these Terms are subject to the exclusive jurisdiction of the courts of England and Wales.

This does not affect: (i) the operation of the objective triggers and rating mechanisms in Sections 5 and 7, which are operational Platform mechanisms and not arbitral or judicial proceedings; or (ii) any right of Members to pursue the other party in court regarding the underlying sponsorship Deal.

15.3 International Users

If you access the Platform from outside the United Kingdom, you are responsible for compliance with all applicable local laws.

For Members resident in the European Union or the European Economic Area: the choice of English and Welsh law in Section 15.1 shall not deprive you of the protection afforded by any mandatory provisions of the law of your country of habitual residence that cannot be derogated from by agreement between business parties under Regulation (EC) No 593/2008 (Rome I).

The governing law and jurisdiction provisions in Sections 15.1 and 15.2 apply in full as between Sponsero and any Member, all of whom are business members under Section 4.7.

16. Privacy and Data Protection

Your use of the Platform is subject to our Privacy Policy, which explains how we collect, use, store, and protect your personal data in compliance with the UK General Data Protection Regulation, the EU General Data Protection Regulation, and other applicable data protection laws. The Privacy Policy is incorporated into these Terms by reference.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy and Acceptable Use Policy, constitute the entire agreement between you and Sponsero regarding your use of the Platform.

17.2 Severability

If any provision is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary, or severed. The remaining provisions continue in full force and effect.

17.3 No Waiver

Sponsero's failure to exercise any right or enforce any provision does not constitute a waiver.

17.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without Sponsero's prior written consent. Sponsero may assign its rights and obligations without restriction, including in connection with a merger, acquisition, or sale of all or substantially all of its assets.

17.5 Force Majeure (Sponsero)

Sponsero is not liable for any delay or failure to perform its obligations under these Terms to the extent caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, strikes, government actions, or third-party service provider failures. Force majeure as it affects a Deal between a Sponsor and a Sponsee is governed by Section 5.11.

17.6 Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Sponsero.

17.7 Third-Party Rights

These Terms do not confer any rights on any person other than the parties hereto, except that Sponsero's affiliates are intended third-party beneficiaries of the limitation of liability and indemnification provisions.

17.8 Notices

Notices to you will be sent to the email address associated with your account. Notices to Sponsero should be sent to info@sponsero.co or by post to our registered office. Email notices are deemed received on the day sent; posted notices within 3 business days of posting.

17.9 Governing Language

These Terms are drafted in English. In the event of translation, the English language version prevails in any inconsistency, ambiguity, or conflict.

18. Contact

Sponsero Ltd

Registered in England and Wales

Registered Office: 86-90 Paul Street, London, EC2A 4NE

Company Number: 16667915

Email: info@sponsero.co

Website: sponsero.ai

End of Terms of Service