Terms of Use and
Privacy Policy
Terms of Use
These Terms of Use (“Terms”) govern your use of the web Platform and other services operated by Boutique Pool ("Boutique Pool,"“BPool,” “we,” “us” or “our”) where these Terms are posted(collectively, the “Platform”). These Terms represent a binding contract between BPool and you or the entity you represent. By creating an account orotherwise accessing the Platform, you expressly represent that you are legally competent to enter into this agreement and agree to be bound by these Terms. If you are agreeing to these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind such entities to these Terms. If you do not have such authority, or you otherwise do not agree to these Terms, you may not use the Platform. If you are agreeing to these Terms on behalf of a business or other legal entity, “you” or “your” as used in the remainder of these Terms refers to the entity you represent. 

Certain areas, features, or functionality of the Platform may be subject to different or additional terms, rules, guidelines or policies (“Additional Rules”), and we may provide such additional rules toyou via postings, pop-up notices, links, or other means at the time that you access or use the relevant area, feature or functionality. From time to time,such Additional Rules may conflict with these Terms. In the event of such a conflict, the Additional Rules will control. Any reference to the “Terms” in this agreement includes the Additional Rules. 

IMPORTANT NOTICE: PLEASE NOTE THE ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER SET FORTH BELOW, WHICH REQUIRES YOU TO ARBITRATE CLAIMS YOU MAY HAVE AGAINST US ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FORA JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS,CONSOLIDATED, OR REPRESENTATIVE CAPACITY.
Definitions
For all purposes and effect, the following terms and expressions beginning in capital letters, singular or plural, shall have the meaning indicated below, with due regard to other terms defined through out this instrument:

"Partner" or "CreativePartner" means both marketing agencies and companies and studios for the creation, planning, production of content, design and/or technologies in any media, small and medium-sized, which provide marketing services available forcontracting by Clients through the Platform;

“Matchmaking” means the steps of selection ofCreative Partners promoted by the Platform, based on a proprietary algorithmdeveloped by the platform and specific criteria and determined under theProject requested by a Client. At the end of the Matchmaking stage, thePlatform will indicate three Creative Partners ideal for the demand requestedby the Client;

"Curatorship" means the applicationof analysis methodologies and selection of Platform participants regularly,using the Boutique Pool's human intervention, curators, and evaluationalgorithms for the approval of Partners that meet the standards required byBoutique Pool, so that they can be indicated and connected with Clients,respecting the particularities and expectations necessary for the gooddevelopment of business between both parties;

“Asset” creative product priced and with itsdetailed scope, such as, for example, land page, website, concept board,creative concept, packaging design, point of sale material design, among others

"Asset Market" lists creativeproducts in a marketplace format categorized by type and specialty ofcommunication and marketing services presented to the Client, properly pricedwith full scope detail. The Client can select projects in the Asset Market(asset packages) or can assemble their own project.

“Service” or “Project” means the marketingservices contracted by the Client from selected Creative Partners or projectsdeveloped for the Clients by the Partners, specifically, using the Platform'stools. Projects are defined by the Partner and Client exclusively within theplatform environment, where their specificities, schedule, and remuneration arenecessarily pointed out, which will be presented and validated by both, and mayinclude communication services in general, events, training and/or research, aswell as the creation of printed, electronic, audiovisual or radio materials,subject to the legal protections inherent to the Copyright defined throughoutthis Term.

“Competition” means stages of a specificselection, different from Matchmaking, through which Creative Partners may beinvited by Clients to present commercial and creative proposals for aparticular Project. In these cases, Creative Partner and Client must adhere toa specific term, which will contain the rules of the respective Competition.
Account Creation and Passwords
To access certain portions of the Platform,you must create an account. You agree to provide truthful and accurateinformation during the account creation process. You also agree to maintain theaccuracy of any submitted data. If you provide any information that is untrue,inaccurate, or incomplete, we reserve the right to terminate your account andsuspend your use of any and all of the Platform.

You are responsible for preserving theconfidentiality of your account password and agree to notify us of any known orsuspected unauthorized use of your account. You agree that you are responsiblefor all acts or omissions that occur on your account while your password isbeing used. Boutique Pool will not request your password by any other means, orfor any other reason, other than to access the Platform.
Payments and Fees
The fees for services offered on the Platformare presented during the sign up process. From time to time, in our solediscretion, we may offer different terms and the fees may vary. The fees arenon-refundable except as expressly set forth during the sign up process. Youhereby agree to make payment for such fees presented to you during the signupprocess. You are responsible for all applicable sales, excise, foreigntransaction fees, or other similar taxes and charges that may apply to your useof BPool’s services. Other than taxes that may be charged by BPool to you andremitted to the appropriate tax authorities on your behalf, any deductions orwithholdings that are required by law shall be borne by you and paid separatelyto the relevant taxation authority.
Copyright and Trademark Ownership
The Platform and their content, features andfunctionality, including, without limitation, information, text, graphics,logos, button icons, images, audio clips, video clips, data compilations andthe design, selection and arrangement thereof (collectively, the “BPoolContent”), are the exclusive property of BPool, our licensors, or other contentsuppliers, and are protected by United States and international copyright,trademark, patent and other intellectual property or proprietary rights laws,and may not be used or exploited in any way without our prior written consent.

We are providing you with access to thePlatform pursuant to a limited, non-exclusive, non-sub-licensable,non-transferable, revocable license. You can use the Platform for personal,non-commercial use, and subject to these Terms. This license is available toyou as long as you are not barred from the Platform by applicable law and youraccess is not terminated by us. If these Terms are not enforceable where youare located, you may not use the Platform. BPool reserves all right, title, andinterest not expressly granted under this license to the fullest extentpossible under applicable laws.

Under this license, you may downloadinformation from the Platform and print out a hard copy for your personal,non-commercial use provided that you keep intact and do not remove or alter anycopyright or other notice (e.g., trademark, patent, etc.) contained thereon.Except as otherwise expressly stated herein, you may not modify, copy,distribute, display, reproduce, sell, license, or create derivative works fromany BPool Content, in whole or in part, including any text, images, audio, andvideo in any manner, without the prior written authorization of BPool or anyapplicable third party suppliers. Any unauthorized use of the BPool Content mayviolate copyright laws, trademark laws, the laws of privacy and publicity, andapplicable regulations and statutes. You agree to comply with reasonablewritten requests from us to help us protect our proprietary and intellectualproperty rights.
Confidentiality
Communications and content submitted on orthrough the Platform shall be deemed confidential as provided in the AdditionalRules for clients and for creative partners.
No background checks or identity verification
BPool provides a service of pairingindependent talent (“Partners”) with companies. Due to the nature of theservice it is imperative that you provide truthful, complete, and accurateinformation when signing up for the service and when communicating withpotential Partners and/or companies on or through BPool as is required underthese Terms. You understand that BPool does not conduct background checks,identity verification checks, or any verification under the SpeciallyDesignated Nationals and Blocked Persons List (SDN), or any other suchgovernment-managed lists, on its users or account holder. BPool reserves theright and you hereby authorize BPool to conduct appropriate screenings ininstances where BPool must determine compliance with these Terms or otherwisedeems it necessary (as determined in our sole discretion). However we undertakeno obligation to do so and your participation in BPool’s Platform is at yourown risk. BPool makes no representations or warranties as to the intentions,conduct, identity, and legitimacy of Partners and companies using its Platform.You acknowledge and agree that BPool is not liable for any user’s actions orany misinformation they disclose, and that you are responsible to exerciseproper judgment and caution when dealing with Partners and companies andunknown individuals on the Internet in general.
User Conduct
By using the Platform, you agree to not usethe Platform in any manner that:

Is designed to interrupt, destroy or limit thefunctionality of, any computer software or hardware or telecommunicationsequipment (including by means of software viruses or any other computer code,files or programs);

Interferes with or disrupts thePlatform, services connected to the Platform, or otherwise interferes withoperations or services of the Platform in any way;

Infringes any copyright,trademark, trade secret, patent or other right of any party, or defames orinvades the publicity rights or the privacy of any person, living or deceased(or impersonates any such person);

Consists of any unsolicited orunauthorized advertising, promotional materials, “junk mail,” “spam,” “chainletters,” “pyramid schemes,” or any other form of solicitation;

Causes BPool to lose (in whole orin part) the services of our Internet service providers or other suppliers;

Links to materials or othercontent, directly or indirectly, to which you do not have a right to link;

Is false, misleading, harmful,threatening, abusive, harassing, tortious, defamatory, vulgar, obscene,libelous, invasive of another’s privacy, hateful, or racially, ethnically orotherwise objectionable, as determined by BPool in our sole discretion;

Copies, modifies, creates aderivative work of, reverse engineers, decompiles or otherwise attempts toextract the source code of the software underlying the Platform or any portionthereof;

Violates, or encourages anyone toviolate these Terms, any ancillary terms and conditions listed on the Platform,or the Privacy Policy; or

Violates, or encourages toviolate, any applicable local, state, national, or international law,regulation, or order.
Links to External Platform
The Platform may contain links to otherwebPlatform. We are not responsible for the availability of these externalwebPlatform nor do we necessarily endorse the activities or services providedby these webPlatform. Under no circumstances shall we be held responsible orliable, directly or indirectly, for any loss or damage caused or alleged tohave been caused to a user in connection with the use of or reliance on anycontent, goods or services available on such external webPlatform.
No Framing
Without the prior written permission of BPool,you may not frame, or make it appear that a third-party site is presenting orendorsing, any of the content of the Platform, or incorporate any intellectualproperty of the Platform, BPool or any of its licensors into another website orother service.
Privacy
We respect your privacy and have takenspecific steps to protect it. Your submission of personal information throughthe Platform is governed by our Privacy Policy.
Disclaimer of Warranties
TO THE FULLEST EXTENT PERMITTED UNDER LAW ANDSAVE FOR THE RIGHTS GRANTED TO CONSUMERS UNDER APPLICABLE LAWS, THE PlatformAND THE CONTENT ON THE Platform ARE PROVIDED "AS IS." BPOOL MAKES NOREPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSONRELATING IN ANY WAY TO THE Platform OR THE CONTENT OR COMMUNICATIONS ON THEPlatform, OR ANY WEBSITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLEDIRECTLY OR INDIRECTLY THROUGH THE Platform, TO THE EXTENT PERMITTED BY LAW.BPOOL DISCLAIMS IMPLIED WARRANTIES THAT THE Platform AND ALL SOFTWARE, CONTENTAND SERVICES, INFORMATION DISTRIBUTED THROUGH THE Platform ARE MERCHANTABLE, OFSATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED,OR NON-INFRINGING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BPOOL OR AREPRESENTATIVE SHALL CREATE A WARRANTY.

WE DO NOT GUARANTEE THAT THE Platform WILLMEET YOUR REQUIREMENTS, OR THAT THEY ARE ERROR-FREE, RELIABLE, WITHOUTINTERRUPTION OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE SERVICESTHAT MAY BE OBTAINED FROM THE USE OF THE Platform, INCLUDING ANY SUPPORTSERVICES, WILL BE EFFECTIVE, RELIABLE, AND ACCURATE OR MEET YOUR REQUIREMENTS.WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE Platform (EITHERDIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT ALL TIMES OR LOCATIONS OF YOURCHOOSING.

FURTHER, BPOOL DOES NOT ENDORSE AND MAKES NOWARRANTY REGARDING THE ACCURACY OR RELIABILITY OF ANY OPINION, INFORMATION,ADVICE OR STATEMENT ON THE Platform. UNDER NO CIRCUMSTANCES WILL BPOOL BELIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINEDTHROUGH THE CONTENT ON THE Platform. IT IS YOUR RESPONSIBILITY TO EVALUATE THEACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OROTHER CONTENT AVAILABLE THROUGH THE Platform. PLEASE SEEK THE ADVICE OFPROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFICINFORMATION, OPINION, ADVICE OR OTHER CONTENT ON THE Platform.

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSIONOF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED UNDER LAW,BPOOL WILL HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT,WARRANTY, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE) FOR ANYDAMAGES OR LIABILITIES, INCLUDING DIRECT, INCIDENTAL, INDIRECT, SPECIAL, ORCONSEQUENTIAL (INCLUDING ANY LOSS OF DATA, REVENUE OR PROFIT OR DAMAGES ARISINGFROM PERSONAL INJURY/WRONGFUL DEATH) ARISING WITH RESPECT TO YOUR USE OF THEPlatform, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THISLIMITATION APPLIES TO DAMAGES ARISING FROM (i) USE OF OR INABILITY TO USE THEPlatform, (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, (iii)UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS BY THIRD PARTIES,(iv) THIRD PARTY CONTENT MADE AVAILABLE TO YOU THROUGH THE Platform, OR (v) ANYOTHER MATTER RELATING TO THE PLATFORM.

In addition, when using the Platform,information will be transmitted over a medium which is beyond the control andjurisdiction of BPool, its partners, advertisers, and sponsors or any otherthird party mentioned on the Platform. Accordingly, BPool assumes no liabilityfor or relating to the delay, failure, interruption, or corruption of any dataor other information transmitted in connection with use of the Platform.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONOR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Indemnification
You agree to defend (at BPool’s option),indemnify, and hold BPool harmless from and against any and all liabilities,claims, damages, costs, and expenses, including attorneys’ fees and costs,arising from or related to your misuse of the Platform or any breach by you ofthese Terms.  We reserve the right, atour expense, to assume exclusive defense and control of any matter otherwisesubject to indemnification by you and, in any case, you agree to cooperate withus if and as requested by us in the defense and settlement of such matter.
Dispute Resolution and Agreement to Arbitrate
By using the Platform, you and BPool agreethat, if there is any controversy, claim, action, or dispute arising out of orrelated to your use of the Platform or the breach, enforcement, interpretation,or validity of these Terms or any part of them, except for disputes thatqualify for small claims court or those related to your or BPool’s intellectualproperty (“Dispute”), both parties shall first try in good faith to settle suchDispute by providing written notice to the other party describing the facts andcircumstances of the Dispute and allowing the receiving party thirty (30) daysin which to respond to or settle the Dispute. Notice shall be sent to:

Us, at 300 Delaware Ave., room256, Wilmington, DE 19801,

You, at the address we have onfile for you.
Both you and BPool agree that this disputeresolution procedure is a condition precedent that must be satisfied beforeinitiating any litigation or filing any claim against the other party. IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREETHAT SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUALBASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOUWAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAYNOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. Other rightsthat you and we would otherwise have in court will not be available or will bemore limited in arbitration, including discovery and appeal rights. All suchdisputes shall be exclusively submitted to JAMS (www.jamsadr.com) for bindingarbitration under its rules then in effect (as amended by these Terms), beforeone arbitrator to be mutually agreed upon by both parties. The arbitrator willconduct hearings, if any, by teleconference or videoconference, rather than bypersonal appearances, unless the arbitrator determines upon request by you orby us that an in-person hearing is appropriate. Any in-person appearances willbe held at a location which is reasonably convenient to both parties with dueconsideration of their ability to travel and other pertinent circumstances.

The arbitrator, and not any federal, state, orlocal court or agency, shall have exclusive authority to resolve any disputearising under or relating to the interpretation, applicability, enforceability,or formation of these Terms, including any claim that all or any part of theseTerms are void or voidable.
Choice of Law and Choice of Forum
These Terms have been made in and shall beconstrued in accordance with the laws of the United states (including federalarbitration law) and the state of Delaware, without giving effect to anyconflict of laws principles. Except for disputes or claims properly lodged in asmall claims court in the United States, any disputes or claims not subject tothe arbitration provision discussed above shall be resolved by a court locatedin Delaware and you agree and submit to the exercise of personal jurisdiction ofsuch courts for the purpose of litigating any such claim or action. You furtheragree that any such claims will be brought and maintained solely on anindividual basis and not as part of any class, consolidated, collective orrepresentative capacity, and that you waive your right to a jury trial withrespect to any such action.

You and BPool acknowledge that these Termsevidence a transaction involving interstate commerce. Any arbitration conductedpursuant to these Terms shall be governed by the Federal Arbitration Act (9U.S.C. §§ 1-16).
Claims of Copyright Infringement
By using the Platform, you and BPool agreethat, if there is any controversy, claim, action, or dispute arising out of orrelated to your use of the Platform or the breach, enforcement, interpretation,or validity of these Terms or any part of them, except for disputes thatqualify for small claims court or those related to your or BPool’s intellectualproperty (“Dispute”), both parties shall first try in good faith to settle suchDisWe comply with the Digital Millennium Copyright Act (“DMCA”). If you have aconcern regarding the use of copyrighted material on our Platform, pleasecontact our agent designated for responding to reports of copyrightinfringement (“Designated Agent”). In the subject line of your message, pleaseinclude “Re: Claim of Copyright Infringement.” The contact information for ourDesignated Agent is as follows: 00 Delaware Ave., room 256, Wilmington, DE19801,(mail); hello@bpool.co.

To be effective, the notification must be awritten communication that includes the following:pute by providing writtennotice to the other party describing the facts and circumstances of the Disputeand allowing the receiving party thirty (30) days in which to respond to orsettle the Dispute. Notice shall be sent to:
1.
A physical or electronic signature of a person authorized to act on behalf of the     owner of an exclusive right that is allegedly infringed;
2.
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single     notification, a representative list of such works at that site;
3.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be     disabled, and information reasonably sufficient to permit us to locate the     material;
4.
Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an email address at     which the complaining party may be contacted;
5.
A statement that the complaining party has a good-faith belief that use of the     material in the manner complained of is not authorized by the copyright     owner, its agent or the law; and;
6.
A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
When we receive a report of copyrightinfringement, we may give notice to the relevant user by means of a generalnotice on the Platform, email to the user’s address in our records, or writtencommunication sent by first-class mail to the user’s physical address in ourrecords. If you receive such a notice, you may provide counter-notification inwriting to the Designated Agent that includes the information below. To beeffective, the counter-notification must be a written communication thatincludes the following:
1.
Your physical or electronic signature;
2.
Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was     removed or access to it was disabled;
3.
A statement from you, under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of a mistake or     misidentification of the material to be removed or disabled; and
4.
Your name, physical address, telephone number, and a statement that you consent to the jurisdiction of a federal district court for the judicial district in     which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
In an effort to protect the rights ofcopyright owners, we maintain a policy for the termination, in appropriatecircumstances, and where technically feasible, of account holders who arerepeat infringers.
Modification and Termination
We reserve the right to modify these Terms atany time. When we do so, we will update the “Effective Date” above. Bycontinuing to use the Platform, or any portion thereof, after we post any suchchanges, you accept these Terms, as modified.

We shall have the right to immediatelyterminate these Terms with respect to any user which we, in our solediscretion, consider to be unacceptable, or in the event of any breach by youof these Terms. More generally, we may change, restrict access to, suspend ordiscontinue the Platform, or any portion of the Platform, at any time and atour sole discretion.
Miscellaneous
A.
No waiver. Our failure to act with respect to a breach by you or others does not     waive our right to act with respect to a subsequent or similar breach or     breaches. If BPool does not exercise or enforce any legal right or remedy     which is contained in these Terms (or which BPool has the benefit of under     any applicable law or regulation), such action or inaction shall not be     taken to be a formal waiver of BPool’s rights, and all such rights or remedies shall still be available to BPool.
B.
Severability. If any provision of these Terms is held to be invalid by a court having competent jurisdiction, the invalidity of such provision shall not affect     the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
C.
Entire Agreement. These Terms and any Additional Rules set forth the entire     understanding and agreement between us with respect to your use of the     Platform.
D.
Assignment. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms without restriction.
E.
No Relationship. These Terms do not, and shall not be construed to, create     any partnership, joint venture, employer-employee, or agency relationship     between you and BPool.
F.
Notice to California Residents. You may reach BPool at the contact information     provided below in the “CONTACT US” section. California residents may also     reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
Contact Us
If you have any questions, comments orconcerns about these Terms, please contact us at: hello@bpool.co
Client
Client Additional Rules to the Terms of Use
These Additional Rules (“Terms”) govern theuse of the online platform (“Platform”) specifically by companies wishing to hire third-party creative marketingservices through the Platform ("Client").

By creating an account or otherwise accessingthe Platform, you expressly represent that you are legally competent to enterinto this agreement and agree to be bound by these Terms. If you are agreeing to these Terms on behalfof a business or other legal entity, you represent that you have the authorityto bind such entities to these Terms.

If you are agreeing to these Terms on behalfof a business or other legal entity, you represent that you have the authorityto bind such entities to these Terms.

If you do not have such authority, or youotherwise do not agree to the general Terms of User or/and with these Terms,you may not use the Platform to hire third-party creative marketing services.

If you are agreeing to these Terms on behalfof a business or other legal entity, “you”, “your”  or "Client"as used in the remainderof these Terms refers to the entity you represent.
Account Creation and Passwords
The Platform is only available to individualsor entities with the legal capacity to contract. If You do not have thiscapacity, if you are a minor, or if your Client account is suspended orcanceled, You cannot use the Platform.

Upon registration, You must provide documentsand information that prove the identity and ability to contract on behalf of thelegal entity represented (if that is the case), as requested by BPool to carryout the registration.

The documentation provided by You must becurrent, legal and in force. BPool does not assume any responsibility foractively inspecting Clients so damages arising from false or inaccurateinformation will be the sole responsibility of Clients.

To create an account, You shall provide anemail address and a temporary password will be provided to You by Bpool toaccess the Platform.

You may request the cancellation of youraccount at any time, without prejudice to the Service requests already acceptedby our Partners at the time of the cancellation request, which must becompleted normally, as if the account remained active for such purposes.
User Conduct
Upon registering your account, approving theprices ​​of the standard table of projects and Assets or negotiating the pricefor a specific Asset in the Platform, provided that such prices are within thestandards understood by BPool as adequate and, finally, adhering to this Term,You may use the Platform to contract Projects and/or Services with selectedCreative Partners, using the tools available on the Platform, which include (i)access to the Asset Market for selecting Assets or Projects according to theapproved Asset and/or Projects; (ii) matchmaking of possible Partners to carryout Projects through a matching algorithm, specific market experience andprofessional qualification; (iii) environment for defining the briefing,schedule and final scope; (iv) digital signature of the Project Specific Termdefined below; (v) mutual rating system for partial and final assessments ofeach Project; (vi) centralization of payment for multiple partners contractedthrough the Platform; (vii) availability of an informative dashboard with theinvestments made through the Platform in each Project and the averageevaluation of each contracted partner.

BPool will make its best efforts to curate thebest possible Partners with ethics and creative quality for the Servicesrequired by the Client and thus promote the environment so that the Service isprovided in the best possible way, being responsible for auditing therelationships established between Client and Partner, through the Platform,exchanging and excluding Creative Partners that do not provide the Servicesfollowing the rules of the Platform and/or when requested by the Client.

The application of Curatorship, Matchmaking,and/or Tenders, and contracts must be carried out ethically and responsibly bythe parties involved, with the definition of contracting premises prior tocontracting the Services. Partners must respect the BPool and Clients' Codes ofEthics and Anti-Corruption.

To use the Platform, the Client (with theirlogin and password) will select an Assets package with a predefined value(approved by his purchasing area in the Platform's registration) and thematching algorithm will indicate three Partners Creatives that will informwhether or not they can meet the requested demand in accordance with the conditionsdefined by the Client. The Client will then choose which Partner they want towork with based on their portfolio, expertise and empathy.
Selection Process
Once selected to develop a certain Project orprovide a certain Service, according to the Curatorship and Matchmakingprocedures performed, the Creative Partner will receive an email inviting themto participate in such Project with all the details of the Service and/orProject, including delivery time and payment amount, among other information(“Invitation”).

The Partner will have the obligation toindicate whether or not they wish to provide services in a certain Projectwithin 1 (one) business day from receiving the Pool indication message, throughthe Platform. The silence of a Partner will be construed as a refusal to accepta Project.

The three selected Partners who accepted theInvitation will be presented to the Client and the Platform will assist theClient's choice by displaying the portfolio, history, and credentials of suchPartners, as well as stimulating face-to-face conversations or holding calls sothat the Client can choose at his discretion.

The Client will have to decide among thesePartners which is the most suitable for the Service or Project within theperiod selected on the Platform. If the Client does not select a Partner withinthe respective period, the Creative Partner is authorized to withdraw from that Project.
Hiring Process
Once the Matchmaking has been carried out andthe Partner selected by the Client, the final scope and the respective Projectmacro-steps are adjusted on the platform, specific elements linked toremuneration and payment, which in any case shall follow the processestablished by the Platform. After the checking of the Terms by the Partner andClient, the latter will give their "Acceptance" by checking thespecific validation box ("checkbox"). The marking and validation ofthe checkbox under this item will give rise to the acceptance of the Terms andthe consequent binding of the Parties to the Project and this instrument, aswell as the mechanisms available on the Platform, must be used as a referencefor resolving any disputes that may arise.

Any Creative Partner selected by the Clientfor the provision of Services or the execution of Projects under this Termshall be bound by the Project Terms by which the Parties are bound. Theobligations of the Client assumed with the Creative Partner are directlydemanded by the Creative Partner in front of the Client.
Assessment
The Platform will contain evaluation tools forthe Service or Project executed by the Partner following each of the stagesdefined at the beginning of each Project/Service contracted between the Clientsand the Partners. In case of assessments inconsistent with the expectations andbriefing of a Client, a certain Partner must adapt the submitted materials,redoing them per the instructions indicated in writing by the respectiveClient. While such adjustment is being made, specific payments to this Partnermay be suspended, safeguarding the amounts related to the services alreadycompleted. Once any adjustments or stages are completed and upon the satisfactoryassessment of the Client who contracted the Services, the specific payment tothis Partner will be made.

The assessment works as follows:

a) Upon acceptance of theterms of the Project and the beginning of the provision of services by thePartner, the Parties declare that they are aware that the Client will receiveweekly or monthly emails, depending on the nature of the Project, to betriggered by the BPool Platform and through which it will be encouraged tomanifest itself objectively on the evolution of the Partner's services andtheir satisfaction with the Project.

b) For the provisions ofthe letter 'a)' of this item, ratings below 3 will indicate a bad performanceby Partner;  between 3.0 and 3.99,regular; between 4.0 and 4.74, good and between 4.75 and 5, excellent.

If the Client assessment of a Partner'sperformance is lower than 3 in the first two evaluations, the Client mayrequest the Project's cancellation or the replacement of the Partner. In theevent of cancellation, the Client may use the balance that may exist for otherprojects contracted via the Platform and, if he chooses to be replaced, he willevaluate other Partners indicated by the BPool.

In the event of cancellation or replacement,the amounts related to the services provided will be due to the Partner, andthe macro-steps defined by the Client on the Platform must be observed tocalculate the amounts due.

The Platform will limit the number of timesthat a given Project can be remade or adapted, avoiding excessive burden onPartners. In cases where a given Client exceeds the quantities of adjustmentsallowed or changes the briefing and scope of the Services in a Project manytimes, it will be at the discretion of each Partner to negotiate with theclient a new contract on the Platform, or through the functionality called"extension of Projects” available on the Platform.

The assessments carried out on the Platform,as long as they are previously approved by Partners and Clients, will beavailable to all subscribers on the Platform. Assessments must be carried outin good faith and objectively, indicating feedback to Partners in a concisemanner. The Platform will not make publicly available partial evaluations ofCreative Partners while Projects are being carried out.

If a Partner disagrees with an evaluationcarried out, he may request its review by the BPool, as well as theclarification of any doubts.

BPool may exclude from the Platform Partnerswho receive 3 or more bad ratings, in specific contracts, over a period of upto 6 months. In these cases, BPool will inform the excluded Partner, inwriting, of the reasons for their exclusion.
No Competition
When requested, the Platform will not list thePartners who are working with other clients of the same category of goods asthe Client.

The criterion for establishing if a Partner is"working with" is the billing of an Invoice in the last 3 months. Toestablish non-compete practices, only the brands of products and/or serviceswithin the given category are considered, not the companies that own and marketthe brands of such products and/or services.

If a Creative Partner already has non-competeagreements with one of its Clients it must provide this information at thebeginning of its relationship with BPool, during its registration, checking the“non- compete active''.

If a Client requires a minimum period ofnon-competition for the Partner,  thismust be mentioned in the project's briefing. If so, the Creative Partner thatundertakes the Project will be deemed to have verified and agreed to suchlimitation by accepting to start working with such Client, with no liability ofthe BPool in the event of demands regarding the non-competition period alreadyaccepted in a given Project.
Payments and Fees
The Client shall remunerate Creative Partnerson the terms defined for each Service or Project contracted, including whenthere are staggered payments (“Remuneration”). Bpool will manage the paymentflow of the contracted Projects, releasing payments according to the completionof predefined steps between the Parties, retaining only the amounts that aredue for the intermediation of the contracted Services.

In case of attempts by the Client to changethe scope after the approval of a Project, it will be the Creative Partnersresponsibility to inform the BPool about such changes to avoid possible losses.Additions to standard Platform scopes can also be contracted through thefunctionality “Extension of Projects and Non-Standard Items” on the platform,through the Menu “Production” within each Project.

Payments made by the Client will be made toBPool, which will make payments to each Creative Partner within the conditionsof each Project. In certain Projects, BPool may manage payment in stages to aCreative Partner, as each stage is completed. Payments to Creative Partnersmust, in any case, comply with the payment terms of Clients.

The Parties agree that the payment of theRemuneration by the Client will occur according to the flow described below.

(i) The Client must enter the order or purchaseorder number (“Order”) where applicable, or authorize Billing on the platform;

(ii) After placing the Order on the Platformor authorizing the billing, Creative Partner will be notified by email withinstructions to upload invoice on the platform to Bpool in the amount ofRemuneration provided for the Partner, according to the scope final approved inthe Project Validation tab;

(iii) BPool, will then issue an invoicesumming the Services provided by the Creative Partner plus the Transaction Fee,which will be transparently described in the invoice and in the Project Termsvalidated by Parties (“Transactional Fee”), and will send it to the Clientaccording to instructions entered on the platform (e-mail, system upload and/orphysical receipt);

(iv) The Client will make the full payment ofthe amount referred to in item (iii) to Bpool, who will pay the partner'sinvoice, according to the final scope and within the conditions described inthe Terms of Use.

Before job closing, Client may ask the Partnerto carry out revisions and adaptations in the materials submitted as a resultof the contracted Project. Meanwhile revision is being carried out, Client willnot be required to make full payment of the adjusted remuneration to Partner,which will only occur after the completion of the revision work. Clientdeclares that it will comply with the number of revisions foreseen for theProject and that, if they are exceeded, they must be negotiated with thePartner as a Project extension.

In case of delay in payment of theRemuneration through the invoices sent, received, and not contested by theClient, a 2% (two percent) fine will be charged, in addition to defaultinterest of 1% (one percent) per month, calculated prorata die. The fine anddefault interest referred to in this item will be due to the Creative Partnerand BPool, in proportion to their respective remuneration, following thecontract terms of each Project or Service.

On the date of adherence to this Term, theClient will be exempt from paying the monthly fee to the BPool for the use ofthe Platform (“Monthly Fee”). However, the Client is aware and agrees that theBPool may charge the Client the Monthly Fee at any time after the adhesion tothis Term, upon prior notice to the Client.

Depending on the number of creative items tobe entered into the system, as well as if there is a need to adapt theCuratorship and contract criteria, according to the specific requirements ofthe Client, the Client is aware and agrees that a set-up fee may come to becharged by BPool, upon prior notice to the Client.

Partner and BPool may adjust the conditionsunder which the assignment of credit rights by the Partner to the BPool,arising from Projects executed within the scope of the BPool Platform, may becarried out.
Copyright and Trademark Ownership
The Client's trademarks, name, content,features, and functionality, including, without limitation, information, text,graphics, logos, button icons, images, audio clips, video clips, datacompilations and the design, selection and arrangement thereof (collectively,the “Clients' Content”), are the exclusive property of the Client, itslicensors, or other content suppliers, and are protected by the United Statesand international copyright, trademark, patent, and other intellectual propertyor proprietary rights laws, and may not be used or exploited in any way withoutour prior written consent.

The Client is providing Partner with access tothe Platform under a limited, non-exclusive, non-sublicensable, non-transferable,revocable license. Partners can use the Clients' Content exclusively to provideservices and subject to the Terms applicable to each Project. Client reservesall right, title, and interest to its Content not expressly granted under this licenseto the fullest extent possible under applicable laws.

Except as otherwise expressly stated herein,Partners may not modify, copy, distribute, display, reproduce, sell, license,or create derivative works from any Clients' Content, in whole or in part,including any text, images, audio, and video in any manner, without the priorwritten authorization of Client. Any unauthorized use of the Clients' Contentmay violate copyright laws, trademark laws, the laws of privacy and publicity,and applicable regulations and statutes. Partner agrees to comply withreasonable written requests from Bpool to help us protect our Clients'proprietary and intellectual property rights.
Deliverables
Materials subject to Copyright will beassigned to Clients when a particular Partner is selected in a specificCuratorship, Matchmaking, or Bid and the Service is provided. Such assignmentis onerous under the terms of each contract, specific for use in eachcontracted Project and limited to the uses foreseen in each Project. In theabsence of a specific definition, the assignment will be considered unlimited,definitive and will cover all materials produced by the Creative Partner thatare subject to Copyright.

Creative Partners must own the Copyright ofthe materials they submit for use on the Platform.

Partners must create original concepts thatwill be offered for contracting by Clients.

In case of verification of the use ofnon-original materials, Partners may be excluded from the Platform, subject tothe right to indemnity that a Customer who may be harmed may seek against the Partner.

BPool does not have any responsibility for theviolation of the Copyright by third parties in the provision of the Services,and the aggrieved party must seek its rights with the Partner who violated suchrights.

Relating to third parties, the Partner'sassignment of Copyrights must be carried out by the Partner with the guaranteethat he has obtained the rights of the authors of the materials contained inthe Services. In case of failure to obtain the assignment of individuals, itwill be up to each Client to decide between obtaining the assignment of theseCopyrights in an additional way or canceling the contract of a certain Partner.BPool will be responsible for the exclusion of this Partner from the Platform,at the Client's request, if the Partner does not present to the Clientdocuments that demonstrate that the Copyright was correctly transferred.
Termination
The Project presented and approved by the Partner and Client may be terminated in advance ("Termination"), by either Party, at any time and without charge, provided that the party interested in promoting the termination formally communicates its intention, by written notification the other Party, delivered by email, 60 (sixty) calendar days in advance, without prejudice to the performance of the Project by the Partner who has already been contracted in this period and the respective payment by the Client for the Services that have been effectively provided up until termination.

Termination for cause may occur in the following hypotheses:
(i) non-compliance,by the other Party, with its obligations contractually established or validatedthrough the Platform, not remedied within the period established in the writtennotification sent by the innocent Party to the defaulting Party about suchnon-compliance;
(ii) in the eventof a bankruptcy order, initiation of the judicial or extrajudicial recoveryprocess or judicial or extrajudicial liquidation of any Party;
(iii) in the eventof an act of God or force majeure that prevents the continuity of the Services;
(iv)if a Partyassigns or transfers to a third party the obligations assumed when acceptingthe Project Terms, without the prior consent of the other Party.

In case of termination for cause, except foritem (iii), the guilty party will be obliged to pay the innocent party anon-compensatory termination fine corresponding to 10% (ten percent) calculatedon the sum of the Remuneration due at the time of termination, withoutprejudice (a) to the Client's right to receive any materials resulting from theServices provided as a result of the approved Project, and which are in forceuntil that moment; and (b) to the Partner's right to receive compensation dueas a result of the fully fulfilled and delivered assets until the date ofeffective termination.

In any event of termination, under the terms :(i) the Partner shall return to the Client all documents or information givento him as a result of the approval and execution of the Project; (ii) thePartner must delete from its database any data to which it has had access in anauthorized manner by the Client; and (iii) the materials and products producedor developed up to that time by the Partner must be delivered to the Client.The confidentiality and intellectual property clauses will remain in effect,surviving any expiration or termination.
Creative Partner
Creative Partner Additional Rules to the Terms of Use
These Additional Rules (“Terms”) govern theuse of the online platform (“Platform”) specifically by companies or personswishing to provide creative marketing services through the Platform("Creative Partner", "Partner" or "You").

Bycreating an account or otherwise accessing the Platform, you expresslyrepresent that you are legally competent to enter into this agreement and agreeto be bound by these Terms.

If you areagreeing to these Terms on behalf of a business or other legal entity, yourepresent that you have the authority to bind such entities to these Terms.

If you do not have such authority, or you otherwise do not agree to the generalTerms of User or/and with these Terms, you may not use the Platform.

If you areagreeing to these Terms on behalf of a business or other legal entity, “you” ,“your”, "Creative Partner", and "Partner" as used in theremainder of these Terms refers to the entity you represent.
Account Creation and Passwords
The Platform is only available toindividuals or entities with the legal capacity to contract. If You do not havethis capacity, if you are a minor, or if your Partner account is suspended orcanceled, You cannot use the Platform.

Upon registration, You must providedocuments and information that prove the identity and ability to contract onbehalf of the legal entity represented (if that is the case), as requested byBPool to carry out the registration.

The documentation provided by You must becurrent, legal and in force. BPool does not assume any responsibility foractively inspecting Customers so damages arising from false or inaccurateinformation will be the sole responsibility of Customers.

To create an account, You shall provide anemail address and a temporary password will be provided to You by Bpool to accessthe Platform.

You may request the cancellation of youraccount at any time, without prejudice to the Service requests already acceptedby our Partners at the time of the cancellation request, which must becompleted normally, as if the account remained active for such purposes.
User Conduct
Upon registering your account and adheringto this Term, You may be selected by the Platform to provide services toBpool's Clients, using the tools available on the Platform, which include (i)formalization of the briefing, final scope, and approval of each Project; (ii)exchanging formal messages of completion of each milestone of the Projects andchanges to the schedule; (iii) record partial and final evaluations of aproject delivered; (iv) formalization of the final files exchanged between theparties about a Project; (v) formalization of signatures of the ProjectSpecific Term; and (vi) billing.

BPool will use its best efforts to curatePartners with ethics and creative quality for the Services required by the Clientand thus promote the environment so that the Service is provided in the bestpossible way, being responsible for auditing the relationships establishedbetween Customer and Partner, through the Platform, exchanging and excludingCreative Partners that do not provide the Services following the rules of thePlatform and/or when requested by the Customer.

The application of Curatorship, Matchmaking,and/or Tenders, and contracts must be carried out ethically and responsibly bythe parties involved, with the definition of contracting premises prior tocontracting the Services. Partners must respect the BPool and Clients' Codes ofEthics and Anti-Corruption.

To use the Platform, the Partner (with theirlogin and password) will select an Assets package with a predefined value(approved by his purchasing area in the Platform's registration) and thematching algorithm will indicate three Partners Creatives that will informwhether or not they can meet the requested demand in accordance with theconditions defined by the Client. The Client will then choose which Partnerthey want to work with based on their portfolio, expertise and empathy.
Selection Process
Once selected to develop a certain Projector provide a certain Service, according to the Curatorship and Matchmakingprocedures performed, the Creative Partner will receive an email inviting themto participate in such Project with all the details of the Service and/orProject, including delivery time and payment amount, among other information(“Invitation”).

The Partner will have the obligation toindicate whether or not they wish to provide services in a certain Projectwithin 1 (one) business day from receiving the Pool indication message, throughthe Platform. The silence of a Partner will be construed as a refusal to accepta Project.

The three selected Partners who accepted theInvitation will be presented to the Client and the Platform will assist theClient's choice by displaying the portfolio, history, and credentials of suchPartners, as well as stimulating face-to-face conversations or holding calls sothat the Client can choose at his discretion.

The Client will have to decide among thesePartners which is the most suitable for the Service or Project within theperiod selected on the Platform. If the Client does not select a Partner withinthe respective period, the Creative Partner is authorized to withdraw from thatProject.
Hiring Process
Once the Matchmaking has been carried outand the Partner selected by the Client, the final scope and the respectiveProject macro-steps are adjusted on the platform, specific elements linked toremuneration and payment, which in any case shall follow the processestablished by the Platform. After the checking of the Terms by the Partner andCustomer, the latter will give their "Acceptance" by checking thespecific validation box ("checkbox"). The marking and validation ofthe checkbox under this item will give rise to the acceptance of the Terms andthe consequent binding of the Parties to the Project and this instrument, aswell as the mechanisms available on the Platform, must be used as a referencefor resolving any disputes that may arise.

Any Creative Partner selected by the Clientfor the provision of Services or the execution of Projects under this Termshall be bound by the Project Terms by which the Parties are bound. Theobligations of the Client assumed with the Creative Partner are directly demandedby the Creative Partner in front of the Client.
Assessment
The Platform will contain evaluation toolsfor the Service or Project executed by the Partner following each of the stagesdefined at the beginning of each Project/Service contracted between the Clientsand the Partners. In case of assessments inconsistent with the expectations andbriefing of a Client, a certain Partner must adapt the submitted materials,redoing them per the instructions indicated in writing by the respectiveClient. While such adjustment is being made, specific payments to this Partnermay be suspended, safeguarding the amounts related to the services alreadycompleted. Once any adjustments or stages are completed and upon thesatisfactory assessment of the Customer who contracted the Services, thespecific payment to this Partner will be made.

The assessment works as follows:

a) Upon acceptance of the terms of theProject and the beginning of the provision of services by the Partner, theParties declare that they are aware that the Client will receive weekly ormonthly emails, depending on the nature of the Project, to be triggered by theBPool Platform and through which it will be encouraged to manifest itselfobjectively on the evolution of the Partner's services and their satisfactionwith the Project.

b) For the provisions of the letter 'a)' ofthis item, ratings below 3 will indicate a bad performance by Partner;  between 3.0 and 3.99, regular; between 4.0and 4.74, good and between 4.75 and 5, excellent.

If the Client assessment of a Partner'sperformance is lower than 3 in the first two evaluations, the Client mayrequest the Project's cancellation or the replacement of the Partner. In theevent of cancellation, the Client may use the balance that may exist for otherprojects contracted via the Platform and, if he chooses to be replaced, he willevaluate other Partners indicated by the BPool.

In the event of cancellation or replacement,the amounts related to the services provided will be due to the Partner, andthe macro-steps defined by the Client on the Platform must be observed tocalculate the amounts due.

The Platform will limit the number of timesthat a given Project can be remade or adapted, avoiding excessive burden onPartners. In cases where a given Client exceeds the quantities of adjustmentsallowed or changes the briefing and scope of the Services in a Project manytimes, it will be at the discretion of each Partner to negotiate with theclient a new contract on the Platform, or through the functionality called"extension of Projects” available on the Platform.

The assessments carried out on the Platform,as long as they are previously approved by Partners and Customers, will beavailable to all subscribers on the Platform. Assessments must be carried outin good faith and objectively, indicating feedback to Partners in a concisemanner. The Platform will not make publicly available partial evaluations ofCreative Partners while Projects are being carried out.

If a Partner disagrees with an evaluationcarried out, he may request its review by the BPool, as well as theclarification of any doubts.

BPool may exclude from the Platform Partnerswho receive 3 or more bad ratings, in specific contracts, over a period of upto 6 months. In these cases, BPool will inform the excluded Partner, inwriting, of the reasons for their exclusion.
Termination
The Project presented and approved by thePartner and Client may be terminated in advance ("Termination"), byeither Party, at any time and without charge, provided that the partyinterested in promoting the termination formally communicates its intention, bywritten notification the other Party, delivered by email, 30 (thirty) calendardays in advance, without prejudice to the performance of the Project by thePartner who has already been contracted in this period and the respectivepayment by the Client for the Services that have been effectively provided upuntil termination.

Termination for cause may occur in thefollowing hypotheses:
(i) non-compliance, by the other Party, withits obligations contractually established or validated through the Platform,not remedied within the period established in the written notification sent bythe innocent Party to the defaulting Party about such non-compliance;
(ii) in the event of a bankruptcy order,initiation of the judicial or extrajudicial recovery process or judicial orextrajudicial liquidation of any Party;
(iii) in the event of an act of God or forcemajeure that prevents the continuity of the Services;
(iv) if a Partyassigns or transfers to a third party the obligations assumed when acceptingthe Project Terms, without the prior consent of the other Party, unlessotherwise agreed upon in writing.

In the event of termination, CreativePartner shall mitigate the amounts of fees and expenses accrued during anynotice period to necessary expenses, pre-approved by Client. Client shall payfor any Services that it previously authorized, in writing, prior to theeffective date of termination, to the extent satisfactorily completed byCreative Partner. Client shall pay all undisputed, non-cancellable, andnon-refundable amounts not previously billed or paid, and for which Creative Partner is entitled to claim reimbursement from Client. Client shall beentitled to a pro rata refund of any fees paid to Creative Partner for any Services not performed or Deliverables not provided prior to the effective dateof termination and thereafter Client shall have no further obligationshereunder. Client shall not be obligated to pay for any Services performed by Creative Partner or Deliverables provided after the effective date ofexpiration or termination. Following termination, Client shall be entitled touse any Deliverables and/or Services provided hereunder.  

In any event of termination, under theterms: (i) the Partner shall return to the Client all documents or informationgiven to him as a result of the approval and execution of the Project; (ii) thePartner must delete from its database any data to which it has had access in anauthorized manner by the Client; and (iii) the materials and products producedor developed up to that time by the Partner must be delivered to the Client.The confidentiality and intellectual property clauses will remain in effect,surviving any expiration or termination.
No Competition
When requested, the Platform will not listthe Partners who are working with other clients of the same category of goodsas the Client.

The criterion for establishing if a Partneris "working with" is the billing of an Invoice in the last 3 months.

To establish non-compete practices, only thebrands of products and/or services within the given category are considered,not the companies that own and market the brands of such products and/orservices.

If a Creative Partner already hasnon-compete agreements with one of its customers it must provide thisinformation at the beginning of its relationship with BPool, during itsregistration, checking the “non- compete active''.

If aClient requires a minimum period of non-competition for the Partner,  this must be mentioned in the project'sbriefing.

If so,the Creative Partner that undertakes the Project will be deemed to haveverified and agreed to such limitation by accepting to start working with suchClient, with no liability of the BPool in the event of demands regarding thenon-competition period already accepted in a given Project.
Payments and Fees
The Client shall remunerate CreativePartners on the terms defined for each Service or Project contracted, includingwhen there are staggered payments (“Remuneration”). Bpool will manage thepayment flow of the contracted Projects, releasing payments according to thecompletion of predefined steps between the Parties, retaining only the amountsthat are due for the intermediation of the contracted Services.

In case of attempts by the Client to changethe scope after the approval of a Project, it will be the Creative Partnersresponsibility to inform the BPool about such changes to avoid possible losses.Additions to standard Platform scopes can also be contracted through thefunctionality “Extension of Projects and Non-Standard Items” on the platform,through the Menu “Production” within each Project.

Payments made by the Client will be made toBPool, which will make payments to each Creative Partner within the conditionsof each Project. In certain Projects, BPool may manage payment in stages to aCreative Partner, as each stage is completed. Payments to Creative Partnersmust, in any case, comply with the payment terms of Clients.

The Parties agree that the payment of theRemuneration by the Client will occur according to the flow described below.

(i) The Client must enter the order orpurchase order number (“Order”) where applicable, or authorize Billing on theplatform;

(ii) After placing the Order on the Platformor authorizing the billing, Creative Partner will be notified by email withinstructions to upload invoice on the platform to Bpool in the amount ofRemuneration provided for the Partner, according to the scope final approved inthe Project Validation tab;

(iii) BPool, will then issue an invoicesumming the Services provided by the Creative Partner plus the Transaction Fee,which will be transparently described in the invoice and in the Project Termsvalidated by Parties (“Transactional Fee”), and will send it to the Clientaccording to instructions entered on the platform (e-mail, system upload and/orphysical receipt);

(iv) The Client will make the full paymentof the amount referred to in item (iii) to Bpool, who will pay the partner'sinvoice, according to the final scope and within the conditions described inthe Terms of Use.

Before job closing, Client may ask thePartner to carry out revisions and adaptations in the materials submitted as aresult of the contracted Project. Meanwhile revision is being carried out, Client will not be required to make full payment of the adjusted remuneration to Partner, which will only occur after the completion of the revision work.Client declares that it will comply with the number of revisions foreseen forthe Project and that, if they are exceeded, they must be negotiated with the Partner as a Project extension.

In case of delay in payment of the Remuneration through the invoices sent, received, and not contested by theClient, a .5% ( one half of a percent) fine will be charged, in addition todefault interest of .5% (one half of a percent) per month, calculated prorata die, provided however, prior toany such actions, BPool will provide prior written notice to Client and providea reasonable opportunity to cure. Thefine and default interest referred to in this item will be due to the CreativePartner and BPool, in proportion to their respective remuneration, followingthe contract terms of each Project or Service.

On the date of adherence to this Term, theClient will be exempt from paying the monthly fee to the BPool for the use ofthe Platform (“Monthly Fee”). However, subject to Client’s prior writtenapproval (email form acceptable), the Client is aware and agrees that the BPoolmay charge the Client the Monthly Fee at any time after the adhesion to thisTerm, upon receiving six (6) months’ prior written notice (email form acceptable) from BPool.

Partner and BPool may adjust the conditionsunder which the assignment of credit rights by the Partner to the BPool,arising from Projects executed within the scope of the BPool Platform, may becarried out.
Confidentiality
The Partner undertakes to maintain thestrictest confidentiality of the content of this instrument, as well as allConfidential Information received as a result of the provision of servicescontracted by the Platform, except as authorized, in writing,  by the Party owning the information.

For this instrument, "ConfidentialInformation" is all that information, elements, documents, and data,verbal, written, and/or recorded by any means, including electronic, that maybe exchanged between the Partner and the Client as a result of a Projectcontracted in the Platform environment, which are not public knowledge,including, but not limited to, those relating to investigations, inventions,formulas, recipes, industrial processes, know-how, systems, accounting,engineering, corporate relations, market research, industrialization,commercialization, sale and launch of products, administration, and managementof the business company, whether this information is identified as“confidential” or not.

The definition of Confidential Information excludes information that:

(i) Are publicly known or becomes publiclyknown by any means other than by disclosure by the Party receiving theConfidential Information;
(ii) Were already known to the public or thePartner before the execution of this instrument;
(iii) Become available to the generalpublic, through the act of a duly authorized third party, provided that thisthird party is not violating any confidentiality obligation established bydoing so;
(iv) Become available to the general publicas a result of the provision of the Services, provided that such disclosure isrestricted to the Project and the Client has previously authorized it.

The receiving party shall use reasonablecare, but in no event less care than such party uses to safeguard and protectits own Confidential Information, to protect the Confidential Information ofthe disclosing party and such party shall not use the receiving party’sConfidential Information for any purpose other than the discharge of itsobligations under this Agreement. Each party may make available theConfidential Information of the other party to those of its and its affiliates’officers, directors, employees, agents and representatives (each a“Representative”) only on a “need to know” basis. Representatives shall beadvised of their obligation to abide by the confidentiality obligations setforth herein and the receiving party shall be responsible for a breach by anyof its Representatives.

Upon the Client's request, the Partner shalldestroy, in a proof manner, all material, document, or electronic means thatcontain Confidential Information, provided and used for the execution of theProject contracted in the Platform environment, including any electronicinformation in a computer program or database.

Whenever the Partner receives a request,notification, summon, or interpellation from a public agent, administrativeand/or judicial body and/or any third party, involving a request forinformation, data, documents, testimony in judicial or administrativeproceedings, regarding the information shared by the Client, Partner shallimmediately inform the Client and await instructions before fulfilling anyrequest.

Neither party shall divulge the ConfidentialInformation of the other to any third party without the prior written consentof the disclosing party.

The disclosure of "press releases"(notes/communication to the media) constitutes a violation of this Sectionunless previously and expressly approved in writing by the Client.

Likewise, any reference by either Party to the name of the other of its subsidiaries, parent companies or affiliates, its divisions, products, and/or respective brands in any means of communication or material support is prohibited, under penalty of trademark infringement.

Upon the expiration or early termination ofeach project, unless otherwise required by applicable laws, rules, orregulations, each party shall return to the other all Confidential Informationof the other within its possession or control, and not thereafter use suchConfidential Information in the promotion of its own business or the businessof any third party, or otherwise make use of or refer to any ConfidentialInformation or the identity of the other party. The obligations ofconfidentiality set forth herein shall remain in effect for five (5) yearsafter the expiration or earlier termination of each project.
Copyright and Trademark Ownership
The Client's trademarks, name, content,features, and functionality, including, without limitation, information, text,graphics, logos, button icons, images, audio clips, video clips, datacompilations and the design, selection and arrangement thereof (collectively,the “Clients' Content”), are the exclusive property of the Client, itslicensors, or other content suppliers, and are protected by the United Statesand international copyright, trademark, patent, and other intellectual propertyor proprietary rights laws, and may not be used or exploited in any way withoutour prior written consent.

The Client is providing Partner with accessto the Platform under a limited, non-exclusive, non-sublicensable,non-transferable, revocable license. Partners can use the Clients' Contentexclusively to provide services and subject to the Terms applicable to eachProject. Client reserves all right, title, and interest to its Content notexpressly granted under this license to the fullest extent possible underapplicable laws.

Unless otherwise set forth herein, allintellectual property rights made or conceived by Creative Partner, arising outof Creative Partner’s performance of the Services (“Deliverables”) shall beconsidered work made for hire. In the event that such services are notconsidered work for made hire for any reason, Creative Partner hereby unconditionallyassigns to Client all of its right, title and interest therein. CreativePartner agrees to execute any and all documents deemed necessary by Client toeffectuate the foregoing at any time, whether before or after the expiration orearlier termination of this Agreement.

a) Intellectual property rights possessedand developed by Creative Partner prior to its performance of the Servicesshall remain the property of Creative Partner; provided that, Creative Partnerhereby grants to Client and its affiliates a non-exclusive, non-transferableright and license to use Creative Partner’s Intellectual Property to the extentincorporated in the Services.

(b) Intellectual property right possessedand developed by Client prior to its performance of the Services, including,without limitation, Client’s intellectual Property shall remain the property ofClient; provided that, Client hereby grants to Creative Partner and itsaffiliates a limited, revocable, non-exclusive, non-transferable right andlicense to use Client’s intellectual property rights solely to the extentrequired to perform the Services. Creative Partner acknowledges and agrees thatits use of Client intellectual property shall not create any right, title orinterest in its favor relative to the Client intellectual property. All use ofClient intellectual property by Creative Partner and any rights arisingtherefrom, and goodwill generated thereby, shall insure solely to the benefitof, and are and shall be owned exclusively by, Client.  Except as otherwise expressly stated herein,Partners may not modify, copy, distribute, display, reproduce, sell, license,or create derivative works from any Clients' Content, in whole or in part,including any text, images, audio, and video in any manner, without the priorwritten authorization of Client. Any unauthorized use of the Clients' Contentmay violate copyright laws, trademark laws, the laws of privacy and publicity,and applicable regulations and statutes. Partner agrees to comply withreasonable written requests from BPool to help us protect our Clients'proprietary and intellectual property rights.

Creative Partner shall submit to Client, forits written approval, any and all Deliverables that Creative Partner creates orretains others to create on behalf of Client, reasonably prior to theanticipated first public release or availability date. No approval by Clientpursuant to this section shall be deemed to be a statement or opinion by Clientthat such Deliverables comply with any applicable laws, regulations or rules.Additionally, Creative Partner shall not utilize the services of any thirdparty (“Subcontractors”) without Client’s prior express written consent.Creative Partner shall be responsible for all Subcontractors.
Deliverables
Creative Partner represents and warrantsthat it shall comply with all applicable laws, rules, and regulations inperforming the Services and providing the Deliverables and shall not engage inany behavior on Client’s premises, or with respect to Client’s employees, thatwould violate any of Client’s policies or would result in Client being inviolation of the law.

Creative Partner represents and warrantsthat it has full power and authority to enter into this Agreement and that thisAgreement does not conflict with any other of its agreements.

All Services and Deliverables provided byCreative Partner under this Agreement shall satisfy all requirements andspecifications (if any) set forth or described in any documentation provided toCreative Partner by Client identifying the requirements or specifications ofthe Services and/or Deliverables.

Materials subject to Copyright will beassigned to Clients when a particular Partner is selected in a specificCuratorship, Matchmaking, or Bid and the Service is provided. Such assignmentis onerous under the terms of each contract, specific for use in eachcontracted Project and limited to the uses foreseen in each Project. In theabsence of a specific definition, the assignment will be considered unlimited,definitive and will cover all materials produced by the Creative Partner thatare subject to Copyright.

Creative Partners must own the Copyright ofthe materials they submit for use on the Platform.

Partners must create original concepts thatwill be offered for contracting by Clients.

Creative Partner represents and warrantsthat the Services and Deliverables do not violate or infringe any applicabletrademark, trade secret, copyright or similar intellectual property right ofany third party. Creative Partner further represents and warrants that CreativePartner is the lawful owner or licensee, when owned by third parties, of anysoftware programs or other materials used by Creative Partner in theperformance of the Services and the Deliverables and has all rights necessary toconvey to Client the ownership or license, as the case may be, of all productsdelivered pursuant to the Services. In case of any infringement action orthreatened action arising out of a breach of the warranties above, CreativePartner shall, at its expense, either (a) procure for Client the right tocontinue to use the affected Services/Deliverables; or (b) replace or modifysuch Services and/or Deliverables to make the Client’s use non-infringing,without, in any case, adversely affecting Client’s use of such Services and/orDeliverables.

In case of verification of the use ofnon-original materials, Partners may be excluded from the Platform, subject tothe right to indemnity that a Customer who may be harmed may seek against thePartner.

BPool does not have any responsibility forthe violation of the Copyright of third parties in the provision of theServices, and the aggrieved party must seek its rights with the Partner whoviolated such rights.

Relating to third parties, the Partner'sassignment of Copyrights must be carried out by the Partner with the guaranteethat he has obtained the rights of the authors of the materials contained inthe Services. In case of failure to obtain the assignment of individuals, itwill be up to each Client to decide between obtaining the assignment of theseCopyrights in an additional way or canceling the contract of a certain Partner.BPool will be responsible for the exclusion of this Partner from the Platform,at the Client's request, if the Partner does not present to the Clientdocuments that demonstrate that the Copyright was correctly transferred.
Indemnification
(a) Client shall indemnify, defend, and holdCreative Partner and its parent, subsidiaries, and affiliates and each of theirrespective officers, directors, employees, agents and representatives harmless,to the maximum extent permitted by law, from and against any and all thirdparty claims, losses, damages, costs, expenses or other liabilities, includingwithout limitation, reasonable outside attorney’s fees (collectively, “Losses”)arising out of or relating to a breach by Client of any representation orwarranty under each project.

(b) Creative Partner shall indemnify, defend, and hold Clients and itssubsidiaries and affiliates and their respective officers, directors,employees, agents and representatives harmless, to the maximum extent permittedby law, from and against any and all Losses arising out of or relating to (i)actual or alleged injury to any person (including death) or property to the extentcaused in whole or in part by Creative Partner’s, or any of its employees orSubcontractor’s, negligence or willful misconduct, (ii) breach or allegedbreach by Creative Partner, or its employees or Subcontractor’s, of anyrepresentations and warranties made under this Agreement, (iii) Client’sreceipt of any personally identifiable information without its prior writtenconsent; (vi) any negative or defamatory depiction of Client, by CreativePartner, which shall be determined in Client’s sole discretion, in eachinstance; (v) false advertising or product liability claim, provided that anyadvertising materials and/or products provided by Creative Partner are used inaccordance with any applicable limitations set forth herein; and/or (vi) anyact or omission of Creative Partner (or its employees, contractors or agents)relating to the Services or this Agreement.

(c) Client will reasonably cooperate, at Creative Partner’s expense, in suchdefense. Client shall have the right to participate in the defense of anyLosses and to employ counsel, at its own expense, separate from the counselemployed by Creative Partner. Notwithstanding anything herein to the contrary,Creative Partner shall not consent to, and Client shall not be required toagree to, any settlement, compromise or judgment that Client does notpreapprove in writing, in each instance.  
Limitation of Liability
Except with regard to a breach of anyindemnification or confidentiality obligations, neither Creative Partner norClient shall in any circumstances be liable to the other for any incidental,consequential, special, multiple, or punitive damages. Except with regard to abreach of any indemnification or confidentiality obligations, the totalaggregate liability of Client in connection with any Losses or other claimsbrought hereunder shall be the total fees paid to Creative Partner in thetwelve months prior to any Losses by Client, provided however, total aggregateliability of Creative Partner in connection with any Losses or other claims broughthereunder shall be five (5) times the total fees paid to Creative Partner inthe twelve months prior to any Losses by Client.
Governing Law
Any claim or dispute arising out of,relating to or in connection with this Agreement or the transactions contemplatedhereby, whether in contract, tort or otherwise, shall be governed by andconstrued in accordance with the laws of a Client defined jurisdiction withinthe United States of America.
Force Majeure
Notwithstanding anything to the contrarycontained herein or in the Agreement, if by reason of any Force Majeure Event(as defined below) Client determines that performance of the services hereundercould be delayed or prevented and/or that performance of the services hereundermay jeopardize the health, safety or welfare of either party or any person inconnection therewith, then such delay or non-performance shall not be deemed tobe a breach of this Agreement, and the obligations of the delayed party shallbe suspended as set forth herein. In the event of a suspension due to a ForceMajeure Event, the parties will collaborate in good faith to extend the Term,unless the service date by its nature cannot be rescheduled. If the ForceMajeure Event causes a delay or postponement exceeding thirty (30) days, andthe parties have not agreed upon acceptable alternative arrangements, Clientmay terminate this Agreement via written notice and shall have no further obligations to Creative Partner except to provide compensation for satisfactorily completed services prior to the effective date of termination.In the event that Creative Partner terminates this agreement due to a Force Majeure Event, the Creative Partner shall provide a pro-rata refund to Clientfor all Services not performed or Delivered not provided prior to the effectivedate of termination, and thereafter, Client shall have no further liabilityhereunder. In the event of any termination per this provision, neither partyshall have any liability to the other for any costs, fees or damages which stemfrom the termination. “Force Majeure Event” is an act beyond the control of aparty
Anti-Bribery and Corruption
The Parties shall comply with and ensurethat all their employees, subcontractors, consultants, agents orrepresentatives comply with anti-corruption and anti-bribery , as well as withthe Customers' code of ethics, if any.Creative Partner undertakes that: (a) to the best of its knowledge (reasonable enquiries having been conducted by CreativePartner), neither it, nor its directors, officers or employees, have directlyor indirectly, paid, promised or offered to pay, authorized the payment of, oraccepted any undue money or other advantage of any kind in any way connected with Creative Partner’s relationship with matched client on the platform orotherwise; (b) neither it, nor its directors, officers or employees, will violateany applicable anti-bribery laws or standards. Specifically, Creative Partneragrees that it will not, directly or indirectly, pay, promise or offer to pay,accept or authorize the payment of any undue money or other advantage to apublic official or representative of a state-owned enterprise, or to any personor entity in connection with the improper performance of any public or businessfunction or activity. In addition, no payment will be made to anyone for anyreason on behalf of or for the benefit of the platform clients which is notproperly and accurately recorded in Creative Partner’s books and records,including amount, purpose and recipient, all of which will be maintained withsupporting documentation; (c) it will not and will not authorize itssubcontractors, agents or other third parties to request, agree to receive oraccept a financial or other advantage where, in anticipation of or inconsequence thereof, a relevant function or activity is or may be performedimproperly; and (d) it has taken and will continue to take reasonable measuresto prevent its subcontractors, agents or any other third parties, under itscontrol, from engaging in any conduct that would contravene (a), (b) or (c)above.
Public Announcements
Neither party shall issue any press releaseor make any other public announcement or comment relating to this Agreement orthe transactions contemplated herein without the prior written consent of theother party.
Independent Status
Each party's status under this Agreement isthat of an independent This Agreement does not convey any benefits to any thirdparties.
Project Related Data Privacy and Security
Data Privacy and Security. Creative Partnershall maintain adequate practices, policies and procedures to prevent theunauthorized disclosure of Client’s Confidential Information. Creative Partnerrepresents and warrants that it will comply with the data security and privacyrequirements under the Security and Privacy Addendum attached hereto as ExhibitA. In addition to the foregoing, Creative Partner shall implement and maintainan information security program, including a business continuity and disasterrecovery plan (the “Security Program”) applicable to all facilities, networksand infrastructure used by Creative Partner to provide the Services, includingany applicable Subcontractor facilities, networks and infrastructure which maybe reviewed by Client upon request. Creative Partner shall also train itsemployees to comply with the Security Program. Creative Partner shall implement and maintain industry standard securitypractices, including standards and practices that ensure the security of anyand all Client materials and equipment used by Creative Partner and/orSubcontractor to connect to Client’s network.

Creative Partner undertakes to notify Clientif it learns of or has reason to believe that any breach of any such obligationhas occurred.

If Creative Partner, its staff, agents,affiliates or sub-contractors fail to meet the relevant Mandatory Requirementsin this term, then where Client considers that such a breach can be remediated,Creative Partner must take all further steps as reasonably stipulated by Clientto remedy the breach, including the implementation of adequate procedures sothat no such breach will arise again.

Where concerns arising out of the breach arematerial and the breach cannot be or are not remedied in accordance with therequirements set out above, Client reserves the right to terminate projectexecution with immediate effect. In the event that Client terminates theproject under this provision, without prejudice to any charges owing or anyother pre-existing liabilities, neither Creative Partner nor its affiliateswill be entitled to claim compensation or any further remuneration, regardlessof any activities or agreements with additional third parties entered intobefore termination.


Exhibit A
In the event that any provisions of thisExhibit conflict with the terms of the Agreement and/or any Statement of Workbetween the parties, the provisions of this Exhibit shall govern. Except asotherwise provided herein, the Agreement and any fully executed Statement of Work between the parties shall remain in full force and effect.      

1. Processing ofPrivacy Data.  For purposes of applicablelaws, including without limitation the California Consumer Privacy Act of 2018(“CCPA”) and the Virginia Consumer Data Protection Act (“CDPA”), CreativePartner shall be a service provider or processor or equivalent term,respectively, with regard to Privacy Data (as defined herein), and Client shallbe a business or controller or equivalent term, respectively, with regard toPrivacy Data. Privacy Data shall only be accessed, used, maintained, collected,modified, merged, shared or disclosed by Creative Partner as necessary forCreative Partner to perform its obligations on behalf of Client under thisExhibit and the Agreement, and otherwise required by Client in writing.  “Privacy Data” shall mean any informationthat identifies, relates to, describes, is capable of being associated with, orcould reasonably be linked, directly or indirectly, with a particular consumeror household including, without limitation, any inferences drawn therefrom orderivatives thereof.  Except as expresslyprovided to Creative Partner, no right, title, or interest in Privacy Data istransferred to Creative Partner, and as between Creative Partner and Client,all Privacy Data is and will be deemed to be and will remain the exclusiveproperty of Client.  Except as set forthin this Exhibit, or as Client otherwise directs in writing, Creative Partnermay not modify the Privacy Data, merge it with other data, or sell, resell,lease, assign, rent, sublicense, distribute, transfer, disclose, time-share orotherwise use Privacy Data (or any portion thereof) for any purpose, commercialor otherwise.  The acts or omissions ofCreative Partner's employees, agents, representatives, contractors,subcontractors or affiliates (and such affiliates' employees, agents, representatives,contractors, or subcontractors) will also be deemed the acts or omissions ofCreative Partner.  

1. Sensitive PersonalData.  Creative Partner shall notcollect, solicit, request, or receive any Sensitive Personal Data in connectionwith this Agreement or otherwise on behalf of Client.  “Sensitive Personal Data” means: (1) personaldata that reveals (A) a consumer’s social security, driver’s license, stateidentification card, or passport number; (B) a consumer’s account log-In,financial account, debit card, or credit card number in combination with anyrequired security or access code, password, or credentials allowing access toan account; (C) a consumer’s precise geolocation; (D) a consumer’s racial orethnic origin, religious or philosophical beliefs, or union membership; (E) thecontents of a consumer’s mail, email, or text messages, unless the business isthe intended recipient of the communication; (F) a consumer’s genetic data;(2)(A) the processing of biometric data for the purpose of uniquely identifyinga consumer; (B) personal data collected and analyzed concerning a consumer’shealth; or (C) personal data collected and analyzed concerning a consumer’s sexlife or sexual orientation; and (3) personal data of an individual known to beunder the age of 13 years.  SensitivePersonal Data is a subset of Privacy Data. In the event the parties agree to allow Creative Partner to processSensitive Personal Data, additional security terms must be agreed in connectiontherewith prior to any collection, use, or processing of such Sensitive PersonalData.

1. Transfer of PrivacyData.  The parties agree that anytransfer or disclosure of personal Privacy Data between Creative Partner andClient under the Agreement is not for monetary or other valuable considerationand therefore does not constitute a sale of personal information under theCalifornia Consumer Privacy Act of 2018. Additionally, Creative Partner shall not further transfer or disclosePrivacy Data in exchange for any monetary or other valuable considerationwithout Client’s prior written consent, in all cases subject to Section 4 below(“Privacy Data Sales”).

1. Privacy Data Sales.  Creative Partner shall not sell any PrivacyData unless in each instance: (a) Client has provided express prior writtenapproval; and (b) Creative Partner (or another party acting on CreativePartner’s behalf) has provided the applicable consumers with (1) explicitnotice about the potential sale of their information by Creative Partner and(2) an opportunity to opt out of such sale within a reasonable time (but in noevent less than ten business days) of receiving such notice.  Such notice and opt-out opportunity shall beseparate from any notice or opt-out opportunity originally provided to suchconsumers by Client.  If Creative Partnerreceives any direction from a consumer not to sell the consumer’s Privacy Data(or if the consumer is a minor and Creative Partner has not received consent tosell the minor’s Privacy Data), Creative Partner shall not sell the consumer’sPrivacy Data going forward, unless the consumer subsequently provides expressauthorization for such sale.

1. Access Limitations. Creative Partnershall not disclose or transfer Privacy Data to any third party, including anyagent, contractor or sub-contractor, without the prior permission of Clientgiven in writing or via email, or other electronic means, except to the extentthat a disclosure or transfer is required by law or is authorized under theAgreement or an applicable Statement of Work. Creative Partner will restrictaccess to Privacy Data only to those individuals who have a need to know orotherwise access the Privacy Data to enable Creative Partner to perform itsobligations under this Exhibit, and as otherwise permitted by this Exhibit,provided that (a) a background check has been conducted of those individualsand (b) those individuals have committed in writing to follow thisExhibit.  Upon Client's written request,Creative Partner will promptly identify in writing all individuals who havebeen granted access to the Privacy Data as of the date of the request.  Creative Partner will at all times cause itsemployees and others to whom it provides Privacy Data to strictly abide byCreative Partner's obligations under this Exhibit.  Creative Partner further agrees that it willmaintain a disciplinary process to address any unauthorized access, use ordisclosure of Privacy Data by any of Creative Partner’s officers, partners,principals, employees, agents or independent contractors.

1. Assistance.  Should Client receive a request from an individualexercising their rights under applicable privacy or data security laws,including, without limitation, the California Consumer Privacy Act, CreativePartner shall promptly (and in any event, within seven (7) days) and at nocharge to Client, assist Client in the fulfillment of Client’s obligation torespond to such request.  Individualrequests may seek, without limitation, easily portable copies of, correctionsto, or deletion of all Privacy Data relating to the individual.  Creative Partner shall implement technicaland administrative procedures necessary to categorize, access, modify, delete,and upload Privacy Data so that Creative Partner may promptly and fully assistClient if requested.  If Creative Partnerreceives a request directly from an individual, Creative Partner will, to theextent not prohibited by applicable law or any regulatory authority: (a)promptly (and in no event longer than 24 hours after receipt of such request)forward the request to Client for handling; (b) if requested, provide Clientwith copies of documents relating to the request; (c) not refer to Client orits affiliates in any correspondence with the requester without Client’s priorwritten consent; and (d) not disclose any confidential information of Client orits affiliates without Client’s prior written consent.  Creative Partner shall, upon Client’srequest, cooperate in good faith with Client to enter into additional ormodified contract terms to address any modifications, amendments, or updates toapplicable laws, including, without limitation, the California Consumer PrivacyAct of 2018.

1. Confidentiality. Creative Partnershall: (a) keep confidential all such Privacy Data which it uses pursuant tothe terms of the Agreement; and (b) limit access to such Privacy Data only tothose of its employees who have a need to access such Privacy Data in order toperform their job functions, and to ensure that those employees are trainedwith respect to the obligations imposed by this Exhibit and sign an undertakingto comply with these obligations as described below. This obligation shallsurvive termination of the Agreement to the extent that Creative Partner hasany such Privacy Data in its possession.

1. Security. The CreativePartner shall comply with high standards of security in accordance withindustry best practices and applicable laws and regulations. The CreativePartner shall implement appropriate technical and organizational measures toprevent unauthorized access, disclosure, alteration, or destruction of data,including but not limited to encryption, firewalls, access controls, andregular security audits. The Creative Partner shall also ensure that allpersonnel who have access to the data, tools, and systems are trained in andcomply with the highest standards of security. In the event of a breach orpotential breach of security, the Creative Partner shall notify the other partyimmediately and take prompt action to mitigate any harm caused. CreativePartner warrants that it has adopted and implemented, and will maintain for aslong as this Agreement is in effect or as long as Creative Partner stores orprocesses Privacy Data (whichever is later), technical and organizationalmeasures to protect Privacy Data against accidental, unauthorized or unlawfuldestruction, loss, alteration, disclosure, and access, and against all otherunlawful activities.  To fulfill itsobligations under this section, Creative Partner shall have in place, at aminimum, any physical, technical, administrative, and organizational safeguardsthat provide for and ensure: (a) protection of business facilities, paperfiles, servers, computing equipment, including without limitation all mobiledevices and other equipment with information storage capability, and backupsystems containing Privacy Data; (b) network, application (including databases)and platform security; (c) business systems designed to optimize security andproper disposal of Privacy Data according to the terms of this Exhibit; (d)secure transmission and storage of Privacy Data; (e) authentication and accesscontrol mechanisms over Privacy Data, media, applications, operating systemsand equipment; (f) personnel security and integrity, including backgroundchecks where consistent with applicable law; (g) annual training to Creative Partner’semployees on how to comply with the Creative Partner’s physical, technical andadministrative information security safeguards and confidentiality obligationsunder applicable laws, rules, regulations and guidelines; (h) reasonably up todate versions of security agent software for systems that house Privacy Data,which include malware protection, and use reasonably up-to-date patches andvirus definitions; and (i) storage limitations such that Privacy Data residesonly on servers in data centers that comply with industry standard data centersecurity controls, and restrictions to ensure that Privacy Data files are notplaced on any notebook hard drive or removable media, such as compact disc orflash drives, unless encrypted.    Exceptas otherwise required by law, all digital and hard copies of Privacy Data shallbe securely deleted or destroyed once such information is no longer requiredfor Creative Partner to perform its obligations under the Agreement orapplicable Statement of Work. Creative Partner shall immediately delete orsecurely return, at Client’s discretion, all copies of Privacy Data uponexpiration or termination of the Agreement, or upon Client’s request.

1. PCI Compliance. To the extentapplicable to the services provided under the Agreement, Creative Partneracknowledges that it is responsible for the security of the credit, debit orother cardholder payment information it processes, and hereby represents andwarrants that it will comply with the most current PCI Standard in connectionwith the processing of such data, including, but not limited to: (a) creatingand maintaining a secure network to protect cardholder data; (b) using alltechnical and procedural measures reasonably necessary to protect cardholderdata it maintains or controls; (c) creating and implementing secure measures tolimit access to cardholder data; (d) monitoring access to cardholder data itmaintains or controls; and (e) creating and implementing an informationsecurity policy that assures employee compliance with the foregoing.  Creative Partner acknowledges that it isresponsible for maintaining compliance with the then-current PCI DSSrequirements and monitoring the PCI DSS compliance of all associated thirdparties Creative Partner may provide with access to cardholder data inaccordance with the terms of the Agreement.

1. Encryption. Creative Partnershall ensure that (a) any Privacy Data that it transmits over a network,whether via email, file transfer protocol, or other means of electronicexchange, and (b) any Privacy Data stored on a portable device, including butnot limited to a laptop computer, USB drive, floppy disk, or CD, shall beencrypted using a cryptographic algorithm employing a key length of at least128 bits.

1. Data Breaches. In the event ofany actual or suspected unauthorized access to or acquisition of Privacy Dataor Client Confidential Information (“Data Breach”), Creative Partner shallinform Client in writing or via email or facsimile of the same within one (1)day of Creative Partner’s discovery of the Data Breach. In addition, CreativePartner shall investigate and remediate the Data Breach and, to the extent thata Data Breach results in a legal obligation on Creative Partner or Client tonotify impacted individuals or would put impacted individuals at risk, CreativePartner shall provide Client with assurances satisfactory to Client that a DataBreach will not recur. Creative Partner warrants that if there has been a DataBreach, all responsive steps will be documented, and a post-incident reviewwill be made of both the events and also actions taken, if any, to changebusiness practices made relating to Privacy Data.  Creative Partner agrees to fully cooperatewith Client in Client's handling of the matter, including without limitationany investigation, reporting or other obligations required by applicable law orregulation, or as otherwise required by Client, and will work with Client tootherwise respond to and mitigate any damages caused by the Data Breach.  Creative Partner shall not notify any thirdparty of the Data Breach without Client’s prior, written authorization.  Creative Partner shall reimburse Client forall costs incurred in responding to and/or mitigating damages caused by a DataBreach, including, without limitation, costs of forensic investigation,regulatory fines, notification costs, credit monitoring, and/or reasonableattorneys’ fees.

1. Agents and Subcontractors.  Creative Partner may sharePrivacy Data with agents, subcontractors, or other third parties only withClient’s prior written consent.  Prior toengaging any third party that will process Privacy Data, Creative Partner shallconduct and document a thorough review of such third party’s technical, administrative,and organizational safeguards to protect sensitive information. Any such thirdparty to which Creative Partner discloses Privacy Data shall be required byCreative Partner to enter into written contractual obligations that are no lessstringent than the obligations imposed upon Creative Partner by this Exhibit.Upon written request, Creative Partner shall provide to Client copies of suchwritten contractual obligations to evidence compliance with the foregoing.  Creative Partner shall be fully and solelyresponsible for all acts or omissions of its agents, subcontractors, or otherthird parties in relation to this Exhibit.

1. No Export; UnitedStates Only.  Creative Partner shall notcollect, solicit, request, or receive any Privacy Data from outside of theUnited States.  Creative Partner will nottransmit, directly or indirectly, any Privacy Data to any country outside ofthe United States without the prior written consent of Client.  Where Client provides its consent, suchcross-border transfer must comply with any relevant requirements of anyapplicable law, rule, or regulation, including, without limitation, thoserelated to the protection of personal information.

1. Written Program.  Creative Partner represents and warrants thatit has a written program instructing its employees and Partners how to protectPrivacy Data.  Creative Partner furtherrepresents and warrants that it shall use all necessary steps to protectPrivacy Data, including conducting on a regular basis assessments offoreseeable internal and external risks to the security, confidentiality andintegrity of electronic, paper and other records containing personalinformation, and as necessary improving the effectiveness of its safeguards tolimiting such risks, including employee training, ensuring ongoing employeecompliance with its written program, and the development of measures fordetecting and preventing security system failures.  Creative Partner has identified a specificrepresentative to be in charge of its program, and shall ensure that thisindividual is available to Client to respond to any questions and to work withClient in the event of a Data Breach.

1. Audit and Inspection.  Client reserves the rightto conduct (or have conducted by a third-party auditor) on-site audits toensure Creative Partner's (and its subcontractors’) compliance with the PrivacyData obligations under this Exhibit, including, if applicable, compliance withapplicable privacy and data protection laws, rules, regulations, and orders.  Creative Partner shall otherwise cooperatewith Client in Client's efforts to monitor Creative Partner’s compliance.  On an annual basis, Creative Partner willprovide a current SSAE16 SOC Type I and/or Type II audit of its internal controls.  Creative Partner will promptly, at its soleexpense, remediate any material deficiencies identified in any such audit.

1. Injunctive Relief.  Creative Partner acknowledges and agrees thata threatened or actual breach of this Exhibit will result in irreparable harmfor which monetary damages may not provide a sufficient remedy, and that inaddition to all other remedies, Client shall be entitled to obtain specificperformance and injunctive relief, specifically to protect against thedisclosure or improper use of Privacy Data, as a remedy for any such breach ofthis Exhibit by Creative Partner without posting security and without prejudiceto such other rights as may be available under this Exhibit or under applicablelaw.  Further, Creative Partner’s failureto comply with any of the provisions of this Exhibit shall be deemed a materialbreach of the Agreement, and Client may terminate the Agreement withoutliability to Creative Partner.

1. Representations and Warranties.  Creative Partner represents and warrants that it will comply with all applicable laws, rules,regulations and industry guidelines, including, without limitation, MA 201C.M.R. §§ 17.00 et seq., the VirginiaConsumer Data Protection Act, and the California Consumer Privacy Act of 2018,in the fulfillment of its obligations and otherwise in its rendering ofservices to Client.  Creative Partnerrepresents and warrants that it has created written guidelines to ensure itscompliance with its obligations under this Exhibit, and shall provide thosewritten guidelines to Client upon request.

1. Indemnification/Remedies.  Creative Partner agrees to indemnify, defendand hold harmless, on demand, Client, including its parent, subsidiaries,affiliates and each of their respective officers, shareholders, directors andemployees (“Indemnified Parties”), from and against any claims, losses,liabilities, costs or expenses (including reasonable attorneys’ fees) arisingout of or in relation to Creative Partner’s performance of its obligations (orthe performance of a third party working on behalf of Creative Partner)relating to the Privacy Data provisions of this Exhibit or Creative Partner’sor any of its employees’ (or the performance of a third party working on behalfof Creative Partner) failure to comply with this Exhibit. Creative Partner’sindemnification obligations under this Exhibit shall not be subject to anydisclaimer of damages, cap on liability, or other limitation of liability.Creative Partner agrees that, without limiting any of its other rights orremedies under the Agreement or at law, Client will have the right to terminatethe Agreement upon written notice to the Creative Partner in the event ofbreach by Creative Partner (or a third party working on behalf of CreativePartner) of any of its Privacy Data obligations under this Exhibit.
Schedule 1 to Exhibit A
Processor/ServiceProvider/Contractor Addendum      

Effectiveas of January 1, 2023, this Addendum amends the parties’ existing agreement toaddress the new legal requirements under California’s Consumer Privacy RightsAct (CPRA) and Virginia’s Consumer Data Protection Act (VCPDA).  Specifically, the parties intend to add totheir existing agreement those contract terms which are legally required to beincluded in written contracts between controllers and processors (in the caseof VCDPA) and business and service providers or contractors (in the case ofCPRA).

Theparties hereby agree as follows:

1. Definitions.
a. “Client” means theClient hiring creative partners in the platform.
b. “Partner” means thecompany providing Services to Client pursuant through the platform.
c. “Existing Agreement”means this term of use to which Partner agrees to provide the services toClient.  
d. “Client Personal Data”means information about an individual that is defined as “Personal Data” or“Personal Information” by CCPA or VCDPA relating to the collection, use,storage, disclosure or other processing of information about an identifiableindividual that is Processed by Partner on behalf of Client.
e. “Process”, “Processed” or “Processing” means any operation or set of operations performed,whether by manual or automated means, on personal data or on sets of ClientPersonal Data, such as the collection, use, storage, disclosure, analysis,deletion, or modification of Client Personal Data.
f. “Services” meansthe services outlined in the Existing Agreement.

1. Client Personal Data Subject to CCPA.
a. To the extent the California Consumer Privacy Act of 2018 (asamended by the California Privacy Rights Act of 2020), codified at Cal. Civ.Code § 1798.100 et seq., and the regulations issued thereunder, in each case,as amended (“CCPA”), applies toPartner’s Processing of Client Personal Data, such Client Personal Data will bedisclosed by Client to Partner to perform the Services, and Partner will act asClient’s “Service Provider” or “Contractor,” as such terms are defined underCCPA, with respect to such data.
b. The parties agree that the specific “business purpose(s)”, as“business purpose” is defined under CCPA, of Partner’s Processing of ClientPersonal Data are in Section 4 below. Client is providing Client Personal Data to Partner only for the limitedand specified purposes listed in Section 4 below.
c. Partner shall not: (a) “sell” or “share” Client Personal Data,as “sell” and “share” are defined under CCPA; (b) retain, use, or discloseClient Personal Data: (i) for any purpose other than those listed in Section 4below, unless permitted by CCPA, (ii) for a commercial or any other purposeother than for the specific purpose of providing, managing, or supporting theServices, or as otherwise permitted by the CCPA, or (iii) outside of the directbusiness relationship between Partner and Client, unless expressly permitted byCCPA; or (c) combine Client Personal Data that Partner receives from or onbehalf of Client with Personal Data that Partner receives from or on behalf ofanother person, or collects from its own interaction with an individual, unlesspermitted by CCPA.
d. Partner shall comply with all applicable sections of CCPA.
e. Partner hereby grants Client the right to take reasonable andappropriate steps to ensure that Partner is using Client Personal Data in amanner consistent with Client’s obligations under CCPA.
f. Partner shall notify Client after its determination that itcan no longer meet its obligations under CCPA.
g. Partner hereby grants Client the right, upon notice, to takereasonable and appropriate steps to stop and remediate any of Partner’s use ofClient Personal Data.
h. Partner shall enable Client to comply with consumer requestsmade pursuant to CCPA. Client shallnotify Partner of any consumer requests made pursuant to CCPA that Partner mustcomply with and provide the information necessary for Partner to comply withthe request.
i. If Partner subcontracts with another person in providing theservices to Client, then Partner shall notify Client of the engagement, andshall have a written contract with such subcontractor that complies with CCPA.
j. To the extent that Partner is deemed to be a “Contractor” (assuch term is defined under the CCPA), Partner certifies that it understands therestrictions on its Processing of Client Personal Data as set forth in thisSection 2 and will comply with them.

1. Client Personal Data Subject to VCDPA.  To the extent the Virginia Consumer DataProtection Act, and the regulations issued thereunder, in each case, as amended(“VCDPA”), applies to Partner’sProcessing of Client Personal Data, such Client Personal Data will be disclosedby Client to Partner to perform the Services, and Partner will act as Client’s“Processor” as such terms are defined under VCDPA, with respect to such data.
a. The parties agree that the terms of this Agreement shall bebinding on the parties and shall govern Partner’s data processing procedureswith respect to processing performed on behalf of Client.
b. The parties agree that the instructions and details for processingClient Personal Data are in Section 4 below, and the rights and obligations ofthe parties with respect to Client Personal Data are set forth in this Addendumand the Existing Agreement.
c. Partner shall:  (a)ensure that each person processing Client Personal Data is subject to a duty ofconfidentiality with respect to Client Personal Data; (b) at Client’sdirection, delete or return all Client Personal Data to Client as requested atthe end of the provision of services, unless retention of Client Personal Datais required by law; (c) upon the reasonable request of Client, make availableto Client all information in its possession necessary to demonstrate Partner’scompliance with the obligations in VCDPA; (d) allow, and cooperate with,reasonable assessments by Client or Client’s designated assessor;alternatively, Partner may arrange for a qualified and independent assessor toconduct an assessment of Partner’s policies and technical and organizationalmeasures in support of the obligations under VCDPA using an appropriate andaccepted control standard or framework and assessment procedure for suchassessments. Partner shall provide a report of such assessment to Client uponrequest; and (e) engage any subcontractor pursuant to a written contract in accordancewith applicable law that requires the subcontractor to meet the obligations ofthe processor with respect to Client Personal Data.

1. Instructions for Processing Client Personal Data.  Subject to the terms and conditions of thisAddendum, Client hereby instructs Partner to Process Client Personal Data asset forth in this Section 4:
a. The nature and purpose of Processing (including the businesspurpose(s)): to provide the Services, provided that the use of Client PersonalData shall be reasonably necessary and proportionate to achieve the operationalpurpose for which Client Personal Data was collected or processed or foranother operational purpose that is compatible with the context in which ClientPersonal Data was collected
b. The type of data subject to Processing: Client’s consumers
c. The duration of processing: for the term of the Existing Agreement, subject to its survival terms

Privacy Policy
Last Updated: October 2021

This Privacy Policy has been compiled to provide users information about how Boutique Pool (“BPool,” “we,” “us” and “our”) handles their personally identifiable information when they visit our website and other services, and anywhere else this Privacy Policy is posted (“Site”). “Personally identifiable information” is information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, device, or household. Please read our Privacy Policy carefully for information about how we collect, use, protect or otherwise handle your personally identifiable information. If you have a question about how your personally identifiable information is being used, you can contact us through our contact details at the end of the Privacy Policy.

By visiting this Site, or providing your personally identifiable information to us, you are accepting the practices described in this Privacy Policy and Terms of Use . Please exit this Site immediately if you do not accept this Privacy Policy and Terms of Use, or are accessing the Site in a country or other territory where use of the Site is not permitted.
What personally identifiable information do we collect?
The types of information we collect when you use the Site depend on the features you use on the Site. We will handle your personally identifiable information in accordance with this Privacy Policy and describe the information collected below:



Identifiers, which may include name, address, Internet Protocol address, or email address. These are sourced directly from you or indirectly from you (e.g., from observing your actions on the Site). They are used to fulfill or meet the reason you provided the information, to contact you in relation to our Site, to respond to an inquiry, to provide our services, for service improvement, or to screen for potential risk or fraud. For example, when you contact us, you may provide your first and last name, email address, telephone number, company, and other identifying information. We disclose this information for business purposes to internet service providers and administrative service providers.

Personal information categories contained in customer records, which may include name, address, telephone number, bank account number or any other payment and financial information. We source this information directly from you. We use this information to fulfill or meet the reason you provided the information, to contact you in relation to our Site, to respond to an inquiry, to screen for potential risk or fraud, to provide the services that you have ordered or requested, to provide customer service, or marketing. For example, we need your payment information when you purchase services from us. We disclose this information for business purposes to internet service providers, administrative service providers, and payment processors.

Commercial information, which may include records of services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies. We source this information directly from you. We use this information to fulfill or meet the reason you provided the information, to contact you in relation to our Site, to screen for potential risk or fraud, and to respond to an inquiry or process an order. For example, we keep track of the services you have obtained. We disclose this information for business purposes to administrative service providers.

Professional or employment-related information, such as your employer and company email. We source this information directly from you. We use this information to fulfill or meet the reason you provided the information. We disclose this information to administrative service providers.

Internet, technical or other similar network activity, which may include usage and browsing history; device information, including device properties; search history; information on your interaction with our Site; and error logs. We source this information directly or indirectly from you (e.g., from observing your actions on our Site). We use this information to fulfill or meet the reason you provided the information, to screen for potential risk or fraud, or to improve our services and Site. We disclose this information for business purposes to administrative service providers, data analytics providers, and internet service providers.

Inferences drawn from other personally identifiable information, which may include a profile reflecting a person’s preferences, interests, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and aptitudes. We source this information directly or indirectly from you, (e.g., from observing your actions on our Site). We use this information to fulfill or meet the reason you provided the information. We do not disclose this information to third parties.
Your decision to provide any personally identifiable information is voluntary. However, please note that, if you do not provide certain personally identifiable information, we may not be able to accomplish some purposes outlined in this Privacy Policy and you may not be able to use or access certain services on our Site.
How do we collect information?
We collect information in the following ways:

Directly from you when you enter information on our Site. For example, when you create an account, you provide your first name, last name, business email, company, role at your company, and telephone number.

Indirectly from you when you visit our Site. For example, our Site collects information through cookies when you visit our Site.
Your decision to provide any personally identifiable information is voluntary. However, please note that, if you do not provide certain personally identifiable information, we may not be able to accomplish some purposes outlined in this Privacy Policy and you may not be able to use or access certain services on our Site.
How do we use your information?
We may use the information we collect from you when you register or use certain Site features in the following ways:

To personalize user’s experience and to allow us to deliver the type of content, services, and offerings in which you are most interested.

To provide our services.

To improve our services and Site in order to better serve you.

To allow us to better service you in responding to your customer service requests.

To quickly process your transactions or respond to an inquiry.

To send periodic emails or marketing materials regarding our services.

For advertising and marketing purposes.

To fulfill or meet the reason you provided the information.

To notify you about changes to our service.
What are the lawful bases on which we process your personally identifiable information?
We collect and use personally identifiable information when we have a lawful basis to do so, as follows:

At your direction and with your consent.

To fulfill contracts we might have with you.

For other legitimate business purposes.

To comply with a legal obligation.
We will only use your personally identifiable information for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose.

If there is any change in the purposes for which we collect your personally identifiable information, we will inform you of such change. If you wish to obtain an explanation as to how the processing for the new purpose is compatible with the original purposes, please contact us through the methods provided at the end of this Privacy Policy. If we need to use your personally identifiable information for an unrelated purposes, we will notify you and will explain the legal basis which allows us to do so.
How do we protect visitor information?
The security of your information is very important to us and we will only collect personally identifiable information to the extent deemed reasonably necessary to serve you in view of our legitimate business purposes as set out above. Please understand, however, that no data transmissions over the Internet can be guaranteed to be 100% secure. Consequently, we cannot ensure or warrant the security of any information you transmit to us and you understand that any information that you transfer to us is done at your own risk. If we learn of a security systems breach we may attempt to notify you electronically so that you can take appropriate protective steps. By using the Site or providing information to us, you agree that we can communicate with you electronically regarding security, privacy and administrative issues relating to your use of the Site. We may post a notice via our Site if a security breach occurs. We may also send an email to you at the email address you have provided to us in these circumstances. Depending on where you live, you may have a legal right to receive notice of a security breach in writing.
Sharing with third parties
We are a service provider to our clients and process personally identifiable information on our clients’ behalf as requested. Outside of our role as a service provider, we do not transfer to outside parties your personally identifiable information unless we provide you with advance notice. This does not include our own service providers such as website hosting partners and other parties who assist us in operating our Site, conducting our business, or servicing you, so long as those parties agree to keep this information confidential.

We may share or transfer your personally identifiable information in the course of any direct or indirect reorganization process including, but not limited to, mergers, acquisitions, divestitures, bankruptcies, and sales of all or a part of our assets. Your personally identifiable information may be shared following completion of such transaction and/or during the assessment process pending transfer. If transferred in such a case, your information would remain subject to this Privacy Policy or a policy that, at a minimum, protects your privacy to an equal degree as this Privacy Policy.

We may also release your information when we believe release is appropriate to comply with the law, enforce our Site policies, or protect ours or others’ rights, property, or safety.
Third party links
Occasionally, at our discretion, we may include or offer third party products or services on our Site or provide links to other third party websites. These third party sites have separate and independent privacy policies. We therefore have no responsibility or liability for the content and activities of these linked sites. To better protect your privacy, we recommend that you review the privacy policy of any third party website you visit.
Consent to transfer
If you are visiting our Site from a location outside of the U.S., your connection may be through and to servers located in the U.S. Any information you provide during your visit will be processed and maintained on our server and other internal systems located within the U.S. The U.S. may not have the same data protection laws as the country you are visiting from and may not afford many of the rights conferred upon data subjects in your country. You acknowledge you understand that by providing your personally identifiable information to us, your personally identifiable information (i) will be used for the uses identified above in accordance with this Privacy Policy, and (ii) may be transferred to the U.S. as indicated above, in accordance with applicable law. For example, where personally identifiable information is transferred from the European Economic Area to areas which have not been determined to have an adequate level of protection, we take measures designed to transfer the information in accordance with lawful requirements, such as standard contractual clauses.
Your rights
Depending on your residence, the rights available to you may differ in some respects. We will respond to any rights request in accordance with local legal regulations. If you wish to make a request regarding any of the below rights, please contact us through the methods provided at the end of the Privacy Policy.
Right of access

You may have the right to get confirmation about whether or not your personally identifiable information is being processed. If so, you have the right to access the personally identifiable information and other information, such as the purposes, the categories of personally identifiable information, the recipients (or categories of recipients) to whom the personally identifiable information have been or will be disclosed – our list of service providers who may receive your personally identifiable information can be found here, for particular recipients in third countries or international organizations, where possible, the predicted period that the personally identifiable information will be stored, or, if not possible, the criteria used to determine that period, your rights, etc.

Where feasible and permitted by law, we will provide a copy of the personally identifiable information we are processing. For any further copies, we may charge a reasonable fee based on administrative costs. If you make the request by electronic means, and unless otherwise requested, the information shall be provided in electronic form.
Right to rectification

You may have the right to rectify or complete your personally identifiable information if inaccurate or incomplete.
Right to erasure (‘right to be forgotten’)

You may have the right to the erasure of your personally identifiable information in certain circumstances. For examples, see below.

For exercising the right of freedom of expression and information

For compliance with a legal obligation which requires processing by a law to which we are subject

For the performance of a task carried out in the public interest

For the establishment, exercise or defense of our legal claims
Right to erasure (‘right to be forgotten’)

You may have the right to restrict the processing for the below reasons.

You contest the accuracy of your personally identifiable information, for a period enabling us to verify the accuracy of the personally identifiable information

The processing is unlawful and you oppose the erasure of the personally identifiable information and request the restriction of their use

We no longer need the personally identifiable information for the purposes of the processing, but they are required by you for the establishment, exercise or defense of legal claims

You exercised your right to object to processing pending the verification whether our legitimate grounds override yours
Right to data portability

You may have the right to receive the personally identifiable information that you have given us, in a structured, commonly used and machine-readable format. You have the right to send that personally identifiable information to another controller, if the processing is based on consent pursuant or on a contract and is carried out by automated means.
Right to object

You may have the right to object, on grounds relating to your particular situation, to processing of your personally identifiable information which is based on our legitimate purposes. We will stop processing the personally identifiable information unless we have compelling legitimate grounds for the processing which override the interests, rights and freedoms of the data subject or for the establishment, exercise or defense of legal claims. If personally identifiable information is processed for direct marketing purposes, including profiling, you may object at any time.
Automated individual decision-making, including profiling

You may have the right not to be subject to a decision based solely on automated processing, including profiling, except under certain exceptions under local law.
Right to withdraw consent

Where the processing of personally identifiable information is based on your consent, you may have the right to withdraw consent at any time, without affecting the lawfulness of processing based on consent before withdrawal.
Right to anonymity

You may also have a right to request anonymity. This means that your personally identifiable information would not be collected or processed. If you choose to exercise this right, we may not be able to provide you with your requested goods or services.
Right to lodge a complaint with a supervisory authority

You may have the right to lodge a complaint with a supervisory authority.
Data retention
We will retain your information for as long as needed to provide you services and to comply with our accounting and legal obligations, resolve disputes, and enforce our agreements.
Your california rights
You may be entitled to the below rights:

The right to know. You may request information about the categories and specific pieces of personally identifiable information we have collected about you, as well as the categories of sources from which such information is collected, the purpose for collecting such information, and the sale or disclosure for business purposes of your personally identifiable information to third parties, and the categories of third parties with whom this information was shared. You may also request a copy of the personally identifiable information we have collected, and upon request, we will provide this information to you in electronic form;

The right to opt out of the sale of your personally identifiable information to third parties. We do not sell personally identifiable information, we do not share your personally identifiable information with third parties for their direct marketing purposes, and we do not sell the personally identifiable information of children under 16 years old;

The right to request deletion of your personally identifiable information, subject to certain legal exceptions; and

The right to not be discriminated against for exercising these rights. This includes the right not to be discriminated against in connection with financial incentives. We may offer various financial incentives from time to time. The terms of the financial incentive will be provided at the time you sign up for the financial incentive. You may withdraw from any of the financial incentives. We have calculated the value of the financial incentive by using the expense related to the offer, and the value of your data is the value of the offer presented to you.
You can exercise your rights by contacting us using the details set out in the “Contact Us” section below. Whenever feasible for verification, we will match the identifying information provided by you to the personally identifiable information already maintained by us. If, however, we cannot verify your identity from the information already maintained by us, we may request additional information. You may designate an authorized agent to make a request on your behalf. Such authorized agent must have permission to submit requests on your behalf. We may deny a request from an agent that does not submit proof that they have been authorized by you to act on your behalf.
How does our site handle do not track signals?
The “Do Not Track” (“DNT”) privacy preference is an option that may be made in some web browsers allowing you to opt-out of tracking by websites and online services. At this time, global standard DNT technology is not yet finalized and not all browsers support DNT. We therefore do not recognize DNT signals and do not respond to them.
Children
The Site is not intended for use by persons under the age of 16. We do not knowingly collect information from visitors under the age of 16 and, in the event that we learn that a person under the age of 16 has provided us with personally identifiable information, we will delete such personally identifiable information.
Privacy Policy Updates
We may update this Privacy Policy from time to time. Whenever we make a change, we will post the updated policy at this Site and we encourage you to check our policy periodically. If we make a material change to this Privacy Policy, we will either continue to honor our prior policy for information that we collected when it was in force, or we will we will notify you by prominently posting the changes on our Site or by using the contact information you have on file with us. By continuing to use our Site you are agreeing to be bound by any changes or revisions made to this Privacy Policy.
Contact Us
If you have any questions regarding this Privacy Policy you may contact us using the information below:
ATTN: Privacy Office
hello@bpool.co
Cookie Policy
This Cookie Policy has been compiled to provide users information about how Boutique Pool (“BPool,” “we,” “us” and “our”) handles their information when they visit our website and other services (“Site”). When users visit our Site, we automatically collect certain information about your device, including information about your web browser, IP address, time zone, and some of the cookies that are installed on your device. Additionally, as you browse the Site, we collect information about the individual web pages or products that you view, what websites or search terms referred you to the Site, and information about how you interact with the Site. We hope that this Cookie Policy helps you understand, and feel more confident about, our use of cookies. If you have any further questions, please see our Privacy Policy here or contact us at hello@bpool.co.

What is a cookie?
“Cookies” are small text files that are stored on your computer or mobile device. They are widely used in order to make websites work, or work in a better, more efficient way. They can do this because websites can read and write these files, enabling them to recognize you and remember important information that will make your use of a website more convenient (e.g., by remembering your user preferences). Depending on the functions they need to achieve, cookies may be temporary: effective only for the duration of your browsing session which are deleted when your session ends (session cookies) or they may be more permanent and retained unless you choose to delete them (persistent cookies). Cookies may be placed by the operator of the website that you are visiting (first-party cookies) or by other operators setting cookies through that website or app (third-party cookies).

What cookies do we use?
Below we list the different types of cookies we may use on the Site.

Essential Cookies. These cookies are essential to our Site in order to enable you to move around it and to use its features. Without these absolutely necessary cookies, we may not be able to provide certain services or features and our Site will not perform as smoothly for you as we would like.
Cookie Name
[•]
Third Party or
First Party
[•]
Description
[•]
How to opt-out

Follow the instructions at the end of this Cookie Policy. Please be aware that if you opt out our Site will not perform as smoothly for you as we would like.
Performance Cookies. Performance cookies, which are sometimes called analytics cookies, collect information about your use of this Site and enable us to improve the way it works. For example, performance cookies show us which are the most frequently visited pages on the Site, allow us to see the overall patterns of usage on the Site, help us record any difficulties you have with the Site and show us whether our advertising is effective or not.
Cookie Name
[•]
Third Party or
First Party
[•]
Description
[•]
How to opt-out

Follow the instructions at the end of this Cookie Policy or visit [INSERT].
Functionality Cookies. In some circumstances, we may use functionality cookies. Functionality cookies allow us to remember the choices you make on our Site and to provide enhanced and more personalized features, such as customizing a certain webpage, remembering if we have asked you to participate in a service, and for other services you request. All of these features help us to improve your visit to the Site.
Cookie Name
[•]
Third Party or
First Party
[•]
Description
[•]
Follow the instructions at the end of this Cookie Policy or visit [INSERT]. Please be aware that if you opt out our Site will not perform as smoothly for you as we would like.
Flash Cookies. We may, in certain situations, use Adobe Flash Player to deliver special content, such as video clips or animation. To improve your user experience, Local Shared Objects (commonly known as Flash cookies) are employed to provide functions such as remembering your settings and preferences. Flash cookies are stored on your device, but they are managed through an interface different from the one provided by your web browser. This means it is not possible to manage Flash cookies at the browser level, in the same way you would manage cookies. Instead, you can access your Flash management tools from Adobe's website directly. The Adobe website provides comprehensive information on how to delete or disable Flash cookies.  See here for further information. Please be aware that if you disable or reject Flash cookies for this Site, you may not be able to access certain features, such as video content or services that require you to sign in.

Targeting or Advertising Cookies. We and our service providers may use targeting or advertising cookies to deliver ads that we believe are more relevant to you and your interests. For example, we may use targeting or advertising cookies to limit the number of times you see the same ad on our Site and to help measure the effectiveness of our advertising campaigns. These cookies remember what you have looked at on the Site and we may share this information with other organizations, such as advertisers.

Google Analytics. To help facilitate the delivery of relevant content, we use Google Analytics. Google Analytics uses cookies to report on user interactions on our and others' websites. We use the data collected for optimizing marketing, refining advertising and/or programming strategies, and generally improving user experience. For more information about Google Analytics and how it collects and processes data, please visit: Google Policies and instructions on opting out of Google Analytics using a specific plug-in is available at the following link: https://tools.google.com/dlpage/gaoptout. Note that this opt-out is specific to Google activities and does not affect the activities of other ad networks or analytics providers that we may use.

Facebook Analytics. We also use Facebook Analytics to measure your use of our Site, tailor our Site to your interests, and improve our products and services. Please note, Facebook can connect this data with your Facebook account and use it for its own advertising purposes, in accordance with Facebook’s Data Policy which can be found at Facebook.com/about/privacy/. Please click here if you would like to withdraw your consent.
How do I manage cookies?
You may refuse to accept cookies from this Site at any time by activating the setting on your browser which allows you to refuse cookies, indicating your consent or refusal through our cookie banner, or [INSERT]. For more information about cookies, and how to disable cookies, visit http://www.allaboutcookies.org.  For more information about how targeted advertising works, you can visit the Network Advertising Initiative’s (“NAI”) to learn more and opt-out of interest-based advertising by clicking here. Additionally, the Digital Advertising Alliance provides an opt-out link available here, and the European Interactive Digital Advertising Alliance provides steps you can take here.
The cookie setting configuration for each browser is different. More information about managing cookies on different browsers can be found at the links provided below: Google Chrome, Firefox, Opera, Internet Explorer, Safari and Microsoft Edge.
Please be aware that if cookies are disabled (in particular the essential and functionality cookies), not all features of the Site may operate as intended.