OurField Revenue Share Terms

These Revenue Share Terms were last modified on October 20th, 2016 becoming effective on November 1st 2016.

PLEASE READ THESE REVENUE SHARE TERMS (“SHARE TERMS”) CAREFULLY BEFORE ACTIVATING THE OURFIELD REVENUE SHARE PROGRAMME (“RSP” OR “PROGRAMME”), SINCE THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR POSSIBLE PAYOUTS THAT YOU CAN RECEIVE THROUGH THIS PROGRAMME.

Introduction

OurField Limited (“OurField”, "us", "we", or "our"), a company registered in England and Wales under company number 09647641 with registered office at Technology Court, Bradbury Road, Newton Aycliffe, County Durham, DL5 6DA, United Kingdom, contact support@ourfield.com, provides a social media and communications service which enables users to interact with players, clubs, organization and other users through mobile apps and embedded websites (“Service”). These Share Terms set forth the legally binding terms and conditions for you to receive a revenue share on certain revenues generated by us. The OurField Terms of Use (“Terms of Use” or “Terms”) and the definitions contained therein form an integral part of these Share Terms. These Share Terms have been translated into several languages. In the case of differences the English original version shall prevail.

Activation of the Programme

By (a) checking the box ‘I accept the Revenue Share Terms’ upon player or club registration, or (b) requesting activation of the Programme under your account settings of the Service, or (c) by sending us a confirmation by letter or email stating so, you are activating this Programme by participating in it and you signify that you have read and understood these Share Terms and that you agree to be bound to these Share Terms. At the same time you also signify that you have read and understood the Terms of Use and that you agree to be bound to them.

Eligibility

Eligible to this Programme to participate are professional football players and football clubs, which have been accepted by OurField to open a Player or Team Profile (“Participants”).

Subscription Revenue Share Procedure

The subscription fee of a premium / platinum user cannot be directly attributed to a specific Participant as one premium / platinum user can equally engage with an unlimited number of Participants. We therefore award you points for your activities that support the user’s decision of becoming a paying premium member or to upgrade to a platinum membership.

According to certain proprietary algorithms and rules defined by us you can therefore collect revenue share points for certain activities (“Point Collection Formula”). You can for example collect points for
(a) increasing the number of premium/platinum favourite followers from previous month, or
(b) to receive likes for your posts from premium/platinum members, or
(c) to receive comments for your posts from premium / platinum members, or
(d) for text/image/audio/video chat messages in your group chat to your fans.

The Point Collection Formula will not be disclosed and remains a business secret. You will not question this formula and you will not have any objections against it.

The points will not translate proportionally into an amount per point that is paid out. Instead, we apply a multiplier that allows very active Participants to receive a higher payout per point than less active Participants to encourage the Participants to engage with their fans and to post excellent content.

Within 14 days after the month has ended, we will issue a balance statement for the completed month showing (a) the total amount of points received by all Participants during that month,
(b) the total amount distributed to all Participants in that month,
(c) the total of your personal points received during that month
(d) the amount per point for that month
(e) your personal multiplier for that months according to the level of your activities, and
(f) your personal payout balance of that month considering a possible carry forward from the previous month.

These figures are initially shown based on the expected revenues of that month. The effective revenues can only be exactly determined upon notification of our billing partners (app stores for in- app purchases, phone companies for phone bill charging, credit card companies for credit card charging, etc.). It is estimated that the effective revenues will be know within 45 days after the month is ending and that the payout to you can be made within 90 days after the month is ending.

In the case the effective revenues are different to the estimated revenues the figures b), d), f) of your balance statement will be adjusted accordingly.

During November 2016 we plan to provide users free upgrades to premium / platinum users. Therefore a first subscription revenue share and its balance statement can be expected for December 2016 to be paid out 90 days after end of month.

The total amount of subscription revenues distributed to all Participants is determined as follows: revenues received by OurField from user subscription (fans), less billing costs, multiplied by the subscription revenue share percentage.

The total amount distributed depends
(a) on the number of users, and
(b) on the percentage of paying premium / platinum users.
Not only the number of users will grow, but also the percentage of paying users. Therefore, as the Service gains users, both the amount paid out in total, and the average amount paid out per player is expected to increase over time

The subscription revenue share percentage is currently set to 25%. In addition, starting from January 2017 we will provide 5% of the subscription revenues to support grassroots football.

Sponsor Revenue Share Procedure

Each Participant can accept sponsors to appear in their profile showing the sponsors logo connected with the profile of the sponsor. Each sponsor request can be accepted or rejected at the Participants sole discretion.

Every time a fan is clicking on a sponsor logo in your profile, the sponsor pays a price per click. Such revenues can be directly attributed to you. Therefore, the price per click and its associated revenues are directly shared with you. The click price is set by the sponsor, who can bid a price starting at US$0.01 per click. The highest click prices appear on top of the sponsor list. Logos of sponsors, which were bidding a low click price, might not be visible without scrolling down significantly. Therefore there is a clear incentive for the sponsor to bid a higher click price for appearing at first sight.

Within 14 days after the month has ended, we will issue a balance statement for the completed month showing
(a) the total amount you can expect to be paid out for that month,
(b) the number of clicks received in that month,
(d) the average click price for that month, and
(e) your personal payout balance of that month considering a possible carry forward from the previous month.

These figures are initially shown based on the expected payout for that month. The effective revenues can only be exactly determined after having evaluated the billing costs. It is estimated that the payout to you will be made within 90 days after the month is ending.

In the case the effective revenues are different to the estimated revenues the figures a) and e) of your balance statement will be adjusted accordingly.

First sponsors are lined up. However it will take some time until the number of sponsor can cover all available players. Also the click price, which starts at US$0.01, can initially be quite low increasing significantly over time. Until end of September 2016 sponsors will be offered a free sponsor placement. Therefore, a first sponsor revenue share and its balance statement can be expected for October 2016 to be paid out 90 days after end of month.

The total amount of sponsor revenues distributed to each Participant is determined as follows: sponsor income from the Participants profile multiplied by the sponsor revenue share percentage.

The monthly amount that can be achieved from sponsoring depends on the number of players and clubs as well as on the number of sponsors and their willingness to increase the bid price per click. Not only the number of players will grow, but most likely and to a bigger extend the number of sponsors will grow, as well as their budgets and their click price.

The sponsor revenue share percentage is currently set to 50%. In addition, starting from January 2017 we will provide 5% of the sponsor revenues to support grassroots football.

Participant Conduct

You may not directly or indirectly create abusive activities with the purpose to increase your payout or activities that infringes any party’s rights.

Balance Statement

Within 14 days after the month has ended, you will receive a balance statement listing the expected payout of the completed month, the expected payout of the previous month, the final payout of the month before which is due to payout within the next 30 days (if the balance exceeds a certain threshold), and the related balance carried forward.

At any time, we may remove from your balance statement (or block from entering your balance statement) any amount that we conclude is the result of a violation of these Terms of Service. For example, if you or a person in your network posts Content that we later conclude violates a third party’s rights under copyright law, we may deduct from your balance statement any amount attributable to that Content that we added to your balance statement. Other examples include amounts that is the result of (a) spam, invalid impressions or invalid clicks or entries generated by any person, automated program or similar method, (b) clicks or entries solicited or generated by payment of money, false representation. We may temporarily suspend adding amounts to your balance statement while we investigate whether to block it. If we issue a deduction to your balance statement after we have paid you from your balance statement, this may result in a negative balance statement, and you agree to promptly pay us the negative balance.

The threshold for a payout is US$ 1,000.00 (“Threshold”). If the Threshold is not met, the balance is carried forward to the next month. The value of the balance is not yours until (i) the value exceeds the applicable Threshold, (ii) you provide us with any information and documentation we require, including valid instructions for making a payment to you, and (iii) your balance statement, the relevant value, and the designated payment to you pass our validity and compliance checks and audits. In all cases you will be responsible for any banking fees and we have no further obligations with the banking services used to make these transactions. It is further required that any details you provide in order for us to make payments to your financial institution are accurate and you take full responsibility for any mistakes.

You will not question the calculation of the revenue share and will not have any objections against it.

We have the right to change accepted payment methods and we may choose not to deal with certain financial institutions if for any reason we believe them not to conform to the appropriate financial banking regulations. We reserve the right to audit your or related parties’ usage of the Service, including by using a third party to verify the validity of any user account or related information. The Balance Statement may be managed by us or outsourced to a third party.

Taxes

To the maximum extent permitted by law, you are responsible for any applicable taxes associated with income you generate via the Programme, other than taxes based on our net income, and all payments from us to you in relation to the Programme will be treated as inclusive of tax (when applicable) and will not be adjusted. To comply with tax law and other legal requirements, we reserve the right to disclose revenue information or other data to tax authorities and other governmental entities, as we deem appropriate. We may send you tax forms or other documents for you to review, complete and/or file. The filing of relevant tax documents is the sole responsibility of you, and you agree to comply with any filing requirements. You agree to absolve OurField of responsibility for any tax or filing fees you may incur (for example, you being charged a penalty for failing to file the tax forms in a timely manner).

Confidentiality

You agree not to disclose any statistics or performance data we provide you.

Deactivation of the Programme

You may deactivate the Programme and terminate the participation any time by (a) requesting deactivation of the Programme under your account settings of the Service, (b) by sending us a confirmation by letter or email stating so, or (b) requesting deletion of your Service account as described in the Terms of Use. The Programme also will be deactivated if we close or terminate your account according to the Terms of Use, if you violate these Share Terms, or if any legal requirement is found. If the Programme is deactivated and the balance (after any deductions we make pursuant to the General Provisions above) equals or exceeds the applicable threshold, we will pay you that balance within approximately 90 days after the end of the month in which the Programme is deactivated, subject to the general provisions above. You will not have any claim to a balance that is below the applicable Threshold.

Changes to the Programme and the Share Terms

We explicitly reserve the right to change, improve, or remove any features, functionalities or workings of the Programme and the Service, independent whether related to the revenue share mechanism or not, at any time, at our sole discretion, and without notice, and you shall agree to any such changes or improvements without objections. This includes, but is not limited to the (i) Point Collection Formula, (ii) type of activity for which points can be collected, (iii) percentages of revenue share in use, (iv) revenue allocations between different parties and profile types, and (v) distributions to other sources such as grass roots.

You explicitly acknowledge and agree that we may amend, supplement, reduce, expand, correct, or to replace these Share Terms at any time and at our sole discretion (“Update”), by posting the updated version on our website or within a relevant area in the mobile application. Unless you reject the Update as described below, you will be deemed to accept the Update and it will take effect at the end of the calendar month following a 10 days period after posting the Update. To reject an Update you need to inform us accordingly. In that case your participation to the Programme will terminate at the time the Update becomes effective.

Other Provisions

Should individual provisions or parts of these Share Terms become void or ineffective or should these Share Terms contain gaps, then validity of these Share Terms will not be affected in general. In such a case, the Share Terms will be adapted in such a way that the intended purpose of the void or ineffective part is accomplished as far as possible. All deviations of these Share Terms and subsidiary agreements must be written in order to become effective. This requirement can only be amended in written form.

Governing Law

These Share Terms shall be governed and construed in accordance with English law. Any dispute arising from, or related to, these Share Terms shall be subject to the non-exclusive jurisdiction of the courts of England and Wales without giving effect to any principles of conflicts of law. However, OurField may make a claim against the Participant in any other court of competent jurisdiction according to that jurisdiction.