PART 2 - PUBLISHERS’ TERMS
STRUCTURE OF THE TERMS | PART 1 AND 2 APPLY TO PUBLISHERS
- The structure of these Terms is as follows: (i) Part 1, comprises the general terms applicable to all Users (including Publishers), and in addition (ii) this Part 2, which comprises specific terms applicable to Publishers (this Part 2: the Publisher Terms). To the extent that (clauses in) Part 1 deviate(s) from the Publisher Terms, the Publisher Terms will prevail. As long as the Publisher has or maintains a Publishers Account, these Publisher Terms will apply.
- ELEVEN shall enable access to a Publisher Account on the Platform for the Publisher in order to provide access to the Services and the functionality of the Platform.
- For each Publisher Account, the Live Content Production Specifications, the Monetisation Agreement and Price List apply in addition to these Publisher Terms.
- For each Publisher Account, there may be several Users with access. The Publisher acknowledges and agrees that each of the Users shall have the right to represent the Publisher with regard to the contractual relationship with ELEVEN.
- The Publisher will keep its/his Publisher Account and profile and (entity/company) information complete, accurate and up to date on the Platform. The Publisher is responsible and liable for the Published Content and the other content of a Publisher Account. ELEVEN does not actively monitor the Publisher Accounts. ELEVEN shall in any case have the right to make suggestions, to request amendments and to reject information.
PUBLISHER DESIGNS | (SUB-)LICENSE TO ELEVEN
- ELEVEN acknowledges and agrees that all rights pertaining to the logos, trademarks and designations of Publisher as displayed in or through the Publisher Account (the Publisher Designs) are and shall remain the sole property of the Publisher or its respective suppliers or licensees.
- Each Publisher hereby grants ELEVEN a perpetual, worldwide, royalty-free, fully paid-up, sub-licensable through multiple tiers and freely transferable license to display, perform, use, reproduce, distribute, publish, translate, archive, and otherwise exploit the Publisher Designs related thereto in association with the Published Content.
- The Publisher represents and warrants that: (i) the Publisher is the creator and owner of or otherwise has acquired/controls sufficient rights and authority to grant the rights granted in this clause. and/or has acquired/been granted sufficient rights and authority to any and all logos, trademarks, and designations used or uploaded by Publisher on the Publisher Account, (ii) the Publisher Designs do not and will not (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, know-how, image right or any other intellectual property or proprietary right or (b) slander, defame, or libel any other person.
- ELEVEN shall have the right to remove the Publisher Designs from the Platform in case that it - in its sole discretion - believes that these breach the representations and warranties as set out in this clause.
SUBMISSION OF CONTENT | LICENSE | WARRANTIES ON CONTENT
- The Publisher acknowledges and agrees that the Platform is designed for the purpose of serving a particular Sport community and interest, and that any Published Content submitted conforms to, and complies with, such purpose.
- Unless expressly agreed with ELEVEN, the Content will be submitted to the Platform free of any commercial digital insertion (through a software or any sort of video production tool) such as but not limited to video ads, trademarks and logos’ display and/or other commercial messages or insertions. For the sake of clarity, this excludes physical commercial assets which are located at the match venue and are captured by the camera (e.g. perimetral advertising panels or shirt sponsors) as well as non-commercial digital insertions like teams’ crests, competition’s logos or animated screen-wipes, bumpers, in-video scoreboard or other football-specific overlays (preventing that these are clean of commercial logos, trademarks and messages).
- The Publisher retains any and all of its intellectual property rights in the Content that it submits to ELEVEN and/or the Platform, except for the grant of licenses to ELEVEN as provided in these Publisher Terms.
- By submitting Content and any and all information as displayed in the Publishers Account related to such Content to the Platform, the Publisher grants ELEVEN a perpetual, worldwide, non-exclusive, royalty-free, fully paid-up, sub-licensable through multiple tiers and freely transferable license to display, perform, use, reproduce, distribute, publish, translate, archive, create derivative works and highlights of, display, perform, sell, edit, and otherwise exploit the Published Content solely in connection with the Services, including without limitation for promoting, advertising, redistributing and making available (on demand), the Published Content elsewhere in the Platform (i.e. on other related pages in the Platform, which are not controlled by Publisher), in any media formats, media channels, or medium now or hereafter devised. For the avoidance of doubt, the license granted by the Publisher to ELEVEN includes, but is not limited to: the right to reproduce, distribute, display, perform, advertise, make derivative works from or otherwise exploit the Published Content in proximity with or in connection with any third-party content.
- The Publisher is solely responsible for all of its Published Content and the consequences of publication of the Content and other information as displayed by the Publisher in the Platform. The Publisher hereby acknowledges that the Services are merely providing the Publisher with the technical means to produce, distribute, promote and monetise its own Content. Under no circumstances will ELEVEN have or assume any responsibility or liability in the creation, arrangement, scheduling and promotion of Published Content, nor does ELEVEN have an obligation to monitor the submission and/or display of Published Content to the Platform. ELEVEN shall have no obligation to remove promotional content after the termination of the Publishers Account from the Platform and any other communication channels. For the sake of clarity: the indemnification by the Publisher (as User) as set out in clause 11. of these Terms applies.
- In addition to the general warranties for Users as set out in clause 8.3. of Part 1 of these Terms, the Publisher represents and warrants in relation to the Content that:
- it is the owner of, or has the necessary licenses, rights, authorizations and permissions to grant the rights as set out in this clause. to ELEVEN and to use and display the Published Content on the Platform;
- its Published Content will be made available for display at the date and time scheduled by the Publisher;
- its Published Content does not and will not:
- infringe any third-party right, including any copyright, trademark, patent, trade secret, image right (of players or otherwise), data privacy right, or any other intellectual property or proprietary right;
- slander, defame, libel, or invade the right of privacy, personality or other rights of any person or entity;
- constitute a traditional broadcasting services such as a television or radio programme service in the form of a sequence of self-contained programmes continuously offered and defined in time or is otherwise subject to statutory television broadcasting requirement;
- contain any viruses, spyware, worms, or other malicious code or any content or file that provides a method to access to potentially infringing content outside of the Services;
- violate any laws or regulations (including data protection legislation);
- contain any falsehoods or misrepresentations that could cause harm to ELEVEN or any third party; and
- create, post or upload any Published Content that is obscene, defamatory, libellous, threatening, pornographic, harassing, hateful, religious, political, racially or ethnically offensive, or encourages conduct that is deemed a criminal offence.
- Each Publisher represents and warrants that any and all (specific) consents for the use of personal data as included in the Published Content, and the subsequent publication/display on the Platform, has been granted to Publisher if and to the extent required by the applicable law(s). In particular, Publisher shall take all necessary precautions, to the extent required by the applicable law(s), to protect minors and minors’ personal data, including but not limited to:
- All (specific) consents for Content featuring children under the age of 18.
- All (specific) consents for publishing Published Content visually identifying those children (e.g. tagging or including minor’s names in lineups)
- ELEVEN has the right to advertise its Services or products and services of third parties on the Publishers Account and/or together with Published Content.
- ELEVEN only acts as a platform and is under no obligation to control the Published Content (including the content from the community) that is uploaded and/or posted.
- The Publisher and ELEVEN shall each have the right to distribute (i) on-demand Content of maximum five (5) minutes of length per Football match, (ii) screenshots and pictures, (iii) ELEVEN Designs and the Publisher Designs, on online platforms and other media for promotional purposes. This promotional content may further be published on other communication channels such as, but not limited to, social media and news channels for advertising purposes.
EXCLUSION AND LIMITATION OF LIABILITY
- Irrespective of the reason for liability (contractual, non-contractual, breach of warranty, etc.) and irrespective of the number and point in time of the occurrence of the damaging events, ELEVEN’s liability or responsibility under or in conjunction with these Publisher Terms under any title shall be limited to direct damages only, and is further limited to the amount actually paid by the Publisher (if any), to ELEVEN during the six (6) months immediately preceding the event leading to the (alleged) damage.
- ELEVEN shall not be liable for any type of special, incidental, punitive, indirect and consequential damages, including, but not limited to loss of profits or revenue, loss of income, loss of use, loss of interest, loss of data or damage to the reputation.
- The limitations and exclusions of this clause. shall not apply (a) in case of wilful misconduct or gross negligence, (b) in the event of death or bodily injury, (c) if and to the extent mandatory applicable law provides otherwise.
- Notwithstanding anything to the contrary in these Publisher Terms, the Publisher shall indemnify, defend and hold harmless ELEVEN from and against any losses, claims, damages, liabilities, and costs, (including but not limited to: reasonably incurred legal fees and expenses), arising out of any third party claim in relation to, or arising out of, the Publishers's violation of these Terms.
- ELEVEN reserves the right, at the Publisher’s expense, to assume and take over the exclusive defence and control of any matter for which the Publisher is required to indemnify ELEVEN, and the Publisher herewith agrees to fully cooperate with ELEVEN's defence of such claims and will provide any and all relevant information as reasonably requested by ELEVEN to prepare and execute its defence.
Live Content Production Specifications
- means the continuous live audiovisual signal produced by the Publisher.
- ELEVEN Creator Studio mobile apps
- mean the mobile applications, only accessible with a Publisher Account, that Publishers can use for creating and live streaming Content.
- ELEVEN Studio
- means the pages, tools and control panels within the Publisher Account where live stream events can be scheduled, streamed, edited and published, where on-demand content can be uploaded as well as where web-based football-specific supplementary graphics and information can be added to the Feed.
- The Publisher is responsible to get, maintain and operate the necessary hardware that is required to produce and deliver the Feed in the Platform.
- For a minimum setup, the Publisher can choose either of the possible models suggested in the Help Center on the Platform: https://help.elevensports.com/en/articles/2644131-what-do-i-need-to-broadcast-an-introduction-to-production-models
- The devices and software that are confirmed to work with the Platform are listed in the Help Center on the Platform: https://help.elevensports.com/en/articles/2780961-confirmed-devices-and-software
- It is crucial to have at the venue a good and stable internet connection for delivering the Feed into ELEVEN’s streaming servers.
- The internet connection should be exclusively dedicated to live stream and provided by a 4G mobile data network for streaming with the ELEVEN Creator Studio app or ethernet cable for streaming encoder or software, working at full speed (i.e. no speed limitations imposed by the telecom/ internet service provider).
- A stable connection with at least 3 Mbps or faster of upload stream speed is needed to live stream the complete match in HD quality (720p).
- Live streaming of a full association football match will require between 2.5 GB to 3.5 GB of data on average. Whenever possible, the Publisher shall use a device with access to unlimited data (without daily or monthly limits imposed by the telecom/internet service provider).
- Public hotspots or wireless networks shared by several devices are not an option for live Content productions and should be avoided. Wifi-networks are not accepted because, independently from the maximum possible speed they could reach, they provide less stable connectivity than a 4G connection and depending on multiple factors (e.g., physical setup, distance to the router, hardware, among others) a wifi connection can drop repeatedly, putting the stream and quality in danger.
- In cases where the ELEVEN Studio is also operated from a laptop at the same venue, this device should not be connected to the same internet source as the streaming device. There are no minimum speed or connection requirements (hardwired or wireless; landline or mobile, etc.) for ELEVEN Studio operations. The priority should be maintaining a consistent connection.
Minimum requirements for video production
- The equipment used for broadcasting must be situated exactly on the halfway line, ideally at least 4.5 meters (15 feet) away from the edge of the field, and at a height above the pitch which guarantees optimum picture quality, ideally 6 meters (20 feet) or more above ground level.
- The camera shall have a clear and unrestricted capture of the playing field, with no pillars or other obstacles in front of it within its entire range of movement and with no possibility of people walking in front of the camera.
- The video camera shall be facing away from the sun (i.e. the sun should be behind the camera) and angled down at the field at roughly 45 degrees.
- The camcorder or mobile device used for broadcasting must be mounted on a tripod, which should be able to carry the weight of the camera and pan/tilt it smoothly as well as it shall be sufficiently stable to resist wind and other environmental conditions. If necessary, it is suggested to place sandbags or weights over the legs of the tripod (or on its central column). The tripod should be placed on a stable, vibration-free surface (such as a concrete pad).
- In case of bad weather, the necessary shelter or weather-proofing covers to protect the equipment from the weather shall be guaranteed, for avoiding getting raindrops or snow into the lens of the camera, even in heavy rain or snow.
- In case of strong winds, built-in microphones of the camcorder or mobile device as well as any external microphone shall be protected with the corresponding outdoor windscreen muff, for avoiding undesirable noises in the Feed.
- For one camera productions, the shooting shall mainly follow the action involving the ball taking a wide shot. The main recommendations are:
- The camera's view should cover between 1/2 and 1/3 of the entire field at any time.
- Keep the camera on the field. Although it is good to try and keep the ball in the centre of the camera view, it’s advisable to not pan the camera in a way that more sideline than field is being captured.
- Avoid the so-called “dead space”, i.e. a large section of the field without any players or action. Anticipate the direction of the action, pan the camera ahead of an attack. Try to always have the maximum number of players and action within the camera's view.
- Zoom in when needed (when the action is on the opposite side of the field from the camera or inside or close to the penalty areas), but keep the camera view wide, not narrow. Close-ups can be done but with discretion and prudence for not missing any important action of play.
Delivery of the Feed
- The technical specifications for video and audio settings of the Feed can be accessed in the Help Center on the Platform https://help.elevensports.com/en/articles/2207456-technical-specifications. It is recommended to regularly check compliance with these minimum streaming requirements.
- The Feed must be streamed within the specific event in the corresponding Publisher Account.
- The Feed is considered to be properly delivered only if the live picture and sound are successfully being ingested into the streaming platform used by ELEVEN. The proof on whether the Feed has been successfully ingested or not will be registered by the streaming platform. If no signal is registered by the streaming platform during the time when the event is happening, or if the signal does comply with minimum technical specifications, means the Publisher is failing to deliver the stream.
Broadcasting football graphics & accessories
- Web-based football-specific supplementary graphics and information, which enriches the user’s live streaming experience, shall be added to the Feed for all Football matches. Those tools are accessible from the ELEVEN Studio as well as in the ELEVEN Creator Studio mobile apps.
- For the purposes of offering an optimal user experience to all Platform’s Users, the Publisher shall comply with the following mandatory requirements for each Football stream:
- Schedule the Football matches in the Platform, including all relevant information such as the date and time of kick-off, location, venue, name of the playing teams and competition’s name, among others. The match information shall be as complete as possible, accurate and up to date. ELEVEN shall have the right to make suggestions, to request amendments and to reject information.
- Activate and manage the scoreboard, which shall indicate the playing teams with their respective colours and reflect the score of the match in real-time.
- Each goal scored during the match (if any) should be properly tagged in the video.
- Only mandatory for association football matches: set and measure the time of play by using and activating the timer in the ELEVEN Studio or in the ELEVEN Creator Studio mobile app. The kick-off and end of each match half, as well as extra times, if applicable, have to be properly tagged in the due course in a way that the time of play shown in the live video of the event is as precise as possible.
- For the purposes of offering an optimal user experience to all Platform’s Users, the Publisher shall perform on a “best endeavours” basis the following tasks for every stream of a Football match:
- Enter in the Platform a list of all Football players involved in the matches, linking them, before kick-off, to each match they are taking part, including their participation as substitutes.
- All players’ main actions or match highlights should be properly tagged in the video of those matches, including at least:
- Each goal scored during the match (if any)
- Each penalty kick awarded by the referee (if any) and the result of their execution (i.e. scored, missed or saved by the goalkeeper);
- Each substitution made by the teams (if any);
- Each yellow card that the referee shows (if any);
- Each red card that the referee shows (if any);
- Best chances (i.e. attempts at goal) such as shots on target, shots hitting the woodwork and attempts saved by the goalkeeper (if any).
Live content production timeline
- Unless otherwise agreed as a requirement in a separate agreement, it is recommended that the Publisher schedules any live stream event at least 5 days in advance. This will give the proper time for promoting the stream in order to reach a higher number of live viewers.
- It is recommended to check the equipment used for broadcasting and the internet connection, at least one hour before the kick-off time.
- The delivery of the Feed of Football matches shall commence at least fifteen (15) minutes before the start of the first half.
- Thereafter, the effective live broadcast of a Football match in the Platform (i.e. the live video being shown to the users) shall be started by the Publisher from the ELEVEN Studio or ELEVEN Creator Studio mobile app, at least ten (10) minutes before the kick-off time and shall be only stopped at least two (2) minutes after the end of the match (including extra time and penalty shootouts, when applicable).
- ELEVEN has the right to remove, unpublish or hide Content from the Platform in case that it believes that such Content does not comply with these Live Content Production Specifications.
- In case of frequent non-compliance of these specifications by the Publisher, ELEVEN shall have the right to suspend the Services provided to the Publisher partially or entirely, temporarily or permanently.
- ELEVEN has the right to unilaterally, from time to time, amend, delete, add or update the clauses of the Live Content Production Specifications, upon notification to the Publisher (“Change”). Continued use of the Publisher Account will be considered acceptance of the amendment to the Live Content Production Specifications. The published version is always the applicable one to the Publisher.
- A sponsorship campaign refers to the possibility to insert advertising assets (including, but limited to, display formats, rich media formats, interstitials, pre-roll, mid-roll and post-roll video advertising) from a brand or group of brands on the pages directly related to Published Content and within the Published Content (in-stream) in dedicated placements on the Platform.
- Publishers that own, organise or control the marketing rights of competitions can request for ELEVEN to commercialise the advertising and sponsorship slots in a competition page and within the Published Content of those competitions. Other Publishers, included but not limited to, clubs and teams, may solely publish sponsorship campaigns in their own entity pages.
- ELEVEN may at any time modify the number of spots for sponsorship insertion available on the pages of the Platform directly related to Published Content and/or within the Published Content.
- ELEVEN reserves the right to determine the pricing, at its sole discretion, for the publication of sponsorship campaigns. The applicable prices are published in the Price List, which ELEVEN has the right to unilaterally, from time to time, amend, delete, add or update. Applicable prices are those displayed at the date and are the only applicable ones to the Publisher for new campaigns, unless specifically otherwise agreed in written form including dates within which override or discounted price takes place.
- Unless otherwise agreed to in a separate agreement, ELEVEN reserves the right to use (some or all of) the inventory for sponsorship insertion in the pages of the platform directly related to the Published Content and/or within the Published Content. The Publisher also grants ELEVEN the right and mandate to sell unused video slots to third parties, in exchange for a revenue share as further set out in the Price List. ELEVEN will notify the Publisher by email if the Publisher’s content is included in a potential centralised campaign. The Publisher may object by notifying ELEVEN by email and ELEVEN at its sole discretion may choose to exclude the Publisher’s content from the centralised campaign.
- Running sponsorship campaigns booked by the Publisher, from the moment the campaign was created and approved for the duration of the campaign length that was paid for, may, at the sole discretion of ELEVEN, be overwritten without consent of the Publisher. In such a case, no liability or damages can be claimed from ELEVEN.
- Unless otherwise agreed in a separate agreement, in case of a collective exploitation of advertising and sponsorship campaigns’ inventory sold by ELEVEN in page related to more than one Publisher, the group of benefited Publishers will be entitled to a percentage of the Net Revenues from centralised advertising and/or sponsorship campaigns, to be determined by ELEVEN at its sole discretion for that period. The generated revenue will be communicated to the Publisher together with the share and payout.
- Programmatic advertising refers to the insertion of display (including Rich Media Formats) and video advertising (pre-mid-post-roll) through in-platform ads services where online advertising is sold and bought in an automated process (“Programmatic Advertising”). ELEVEN may use third-party technologies to insert and display these ads, and will at the best of its ability assure the highest reliability and quality. ELEVEN cannot be held liable for the actions of these third parties.
- The Publisher is entitled to receive a share of the Net Revenues for Programmatic Advertising shown in the pages directly related to the Published Content and/or within the Publish Content, when applicable. The applicable revenue share is published in the Price List, which ELEVEN has the right to unilaterally, from time to time, amend, delete, add or update.
- The activation of the PPV to a particular event means that Users will need to pay a one-off fee for accessing an event.
- ELEVEN may include or exclude matches from having access to the PPV option at its sole discretion.
- If PPV is activated for an event, In determining the prices per event and per (geographical) user, the Publisher will make sure that the total costs (fixed and variable) of the payment gateway system for each event are fully covered in the PPV prices set by the Publisher for each such event, in the relevant currency and per geographical area. The deficit (if any) in the PPV revenues will be for the risk and account of the Publisher.
- Unless otherwise agreed in a separate agreement, Net Revenues from PPV shall be shared between the Publisher and ELEVEN. The applicable revenue share is published in the Price List, which ELEVEN has the right to unilaterally, from time to time, amend, delete, add or update. All PPV payments will be collected by ELEVEN, through a payment gateway vendor. ELEVEN shall make viewership data of paid users available to the Publisher.
- If ELEVEN in its sole discretion determines that a match has not been delivered in accordance with the requirements as set out in the Live Content Production Specifications, ELEVEN reserves the right to reimburse any fee as paid by a User in full. Furthermore, if these failures happen in more than two events, ELEVEN, after an assessment of the happenings, reserves the right to fully disable this functionality until the Publisher gathers conditions to use this monetisation tool again.
- Pay-per-view can be used in combination with geo-blocking or -targeting, meaning that PPV can be enabled in one market but disabled in all others. It is always the responsibility of the Publisher to be aware of rules and regulations regarding the specific markets they want to use the feature for and collect revenue.
- The activation of Subscriptions to a particular Content (related to certain or all matches and events of one Football competition or a group of Football competitions set together in a bundle) is subject to a separate written agreement between the Publisher and ELEVEN.
- Individual matches and events within a Subscription shall be also offered on a PPV basis. In such a case, for accessing a particular match or event, Users might opt to purchase either the Subscription or the individual event.
- ELEVEN will make a payout of Net Revenues in favour of the Publisher [for the relevant applicable percentage]. The Publisher may be asked to provide ELEVEN with a valid invoice containing all necessary information such as but not limited to, the amount to be paid, bank details. a valid bank account number/ International Bank Account Number (IBAN) and Bank Identifier Code (BIC/Swift). Payouts will only be made to the registered Publisher.
- ELEVEN may or may not have automated options for payouts available in a given market. Once implemented, it reserves the right to organise automated payouts and Publishers shall make reasonable efforts to comply with this. If an automated payout system is not possible, ELEVEN and the Publisher shall organise the payout as described in 7.1.
- Net Revenues will be paid out after the end of each quarter once the Publisher has an accumulated credit of CHF 150 (or its equivalent in other currencies) in favour.
- ELEVEN reserves the right to determine which currencies it makes payouts in, and may change this over time.
- All bank charges for payouts by invoices and costs for automated payouts are to the account of the Publisher. Bank transfer or international wire might take between 3 to 7 business days.
- Depending on the laws of the jurisdiction involved, VAT or similar charges or levies may be charged on the Net Revenues.
- ELEVEN has the right to unilaterally, from time to time, amend, delete, add or update the clauses of the Monetisation Agreement, upon notification to the Publisher (Change). Continued use of the Publisher Account will be considered acceptance of the amendment to the Monetisation Agreement. The published version of the Monetisation Agreement is always the applicable one to the Publisher.
- Unless otherwise agreed in a separate agreement, the following prices and share of Net Revenues are applicable to Publisher:
||Prices or share of Net Revenues
||As published in the Publisher’s Studio
||Subject to a separate written agreement between the Publisher and ELEVEN
||30% for the group of benefited Publishers, distributed based on the number of ad impressions generated by each individual Publisher
||Subject to a separate written agreement between the Publisher and ELEVEN
- Applicable payment gateway costs:
- Our current payment gateway provider for international transactions charges the following fees per transaction.
- Our current payment gateway provider for transactions in Brazil charges 2.4% for transactions executed with Brazilian credit cards and 2% for Brazilian debit cards.
- ELEVEN has the right to unilaterally, from time to time, amend, delete, add or update the clauses of the Price List, upon notification to the Publisher (Change). Continued use of the Publisher Account will be considered acceptance of the amendment to the Price List. The published version of the Price List Agreement is always the applicable one to the Publisher.