These Terms of Use (“Terms”) govern your use of the webPlatform 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 or otherwise 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 entity 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 to you 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 FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.

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 throughout this instrument:

"Partner" or "Creative Partner" 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 for contracting by Clients through the Platform;

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

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

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

"Asset Market" lists creative products in a marketplace format categorized by type and specialty of communication and marketing services presented to the Client, properly priced with 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 marketing services contracted by the Client from selected Creative Partners or projects developed for the Clients by the Partners, specifically, using the Platform's tools. Projects are defined by the Partner and Client exclusively within the platform environment, where their specificities, schedule, and remuneration are necessarily pointed out, which will be presented and validated by both, and may include communication services in general, events, training and/or research, as well as the creation of printed, electronic, audiovisual or radio materials, subject to the legal protections inherent to the Copyright defined throughout this Term.

“Competition” means stages of a specific selection, different from Matchmaking, through which Creative Partners may be invited by Clients to present commercial and creative proposals for a particular Project. In these cases, Creative Partner and Client must adhere to a specific term, which will contain the rules of the respective Competition.

To access certain portions of the Platform, you must create an account. You agree to provide truthful and accurate information during the account creation process. You also agree to maintain the accuracy of any submitted data. If you provide any information that is untrue, inaccurate, or incomplete, we reserve the right to terminate your account and suspend your use of any and all of the Platform.

You are responsible for preserving the confidentiality of your account password and agree to notify us of any known or suspected unauthorized use of your account. You agree that you are responsible for all acts or omissions that occur on your account while your password is being used. Boutique Pool will not request your password by any other means, or for any other reason, other than to access the Platform.

The fees for services offered on the Platform are presented during the sign up process. From time to time, in our sole discretion, we may offer different terms and the fees may vary. The fees are non-refundable except as expressly set forth during the sign up process. You hereby agree to make payment for such fees presented to you during the signup process. You are responsible for all applicable sales, excise, foreign transaction fees, or other similar taxes and charges that may apply to your use of BPool’s services. Other than taxes that may be charged by BPool to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority.

The Platform and their content, features and functionality, including, without limitation, information, text, graphics, logos, button icons, images, audio clips, video clips, data compilations and the design, selection and arrangement thereof (collectively, the “BPool Content”), are the exclusive property of BPool, our licensors, or other content suppliers, 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 the Platform 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 to you as long as you are not barred from the Platform by applicable law and your access is not terminated by us. If these Terms are not enforceable where you are located, you may not use the Platform. BPool reserves all right, title, and interest not expressly granted under this license to the fullest extent possible under applicable laws.

Under this license, you may download information 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 any copyright 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 from any BPool Content, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of BPool or any applicable third party suppliers. Any unauthorized use of the BPool Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. You agree to comply with reasonable written requests from us to help us protect our proprietary and intellectual property rights.

Communications and content submitted on or through the Platform shall be deemed confidential as provided in the Additional Rules for clients and for creative partners.

BPool provides a service of pairing independent talent (“Partners”) with companies. Due to the nature of the service it is imperative that you provide truthful, complete, and accurate information when signing up for the service and when communicating with potential Partners and/or companies on or through BPool as is required under these Terms. You understand that BPool does not conduct background checks, identity verification checks, or any verification under the Specially Designated Nationals and Blocked Persons List (SDN), or any other such government-managed lists, on its users or account holder. BPool reserves the right and you hereby authorize BPool to conduct appropriate screenings in instances where BPool must determine compliance with these Terms or otherwise deems it necessary (as determined in our sole discretion). However we undertake no obligation to do so and your participation in BPool’s Platform is at your own 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 or any misinformation they disclose, and that you are responsible to exercise proper judgment and caution when dealing with Partners and companies and unknown individuals on the Internet in general.

By using the Platform, you agree to not use the Platform in any manner that:

The Platform may contain links to other webPlatform. We are not responsible for the availability of these external webPlatform nor do we necessarily endorse the activities or services provided by these webPlatform. Under no circumstances shall we be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to a user in connection with the use of or reliance on any content, goods or services available on such external webPlatform.

Without the prior written permission of BPool, you may not frame, or make it appear that a third-party site is presenting or endorsing, any of the content of the Platform, or incorporate any intellectual property of the Platform, BPool or any of its licensors into another website or other service.

We respect your privacy and have taken specific steps to protect it. Your submission of personal information through the Platform is governed by our Privacy Policy.

TO THE FULLEST EXTENT PERMITTED UNDER LAW AND SAVE FOR THE RIGHTS GRANTED TO CONSUMERS UNDER APPLICABLE LAWS, THE Platform AND THE CONTENT ON THE Platform ARE PROVIDED "AS IS." BPOOL MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE Platform OR THE CONTENT OR COMMUNICATIONS ON THE Platform, OR ANY WEBSITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE Platform, TO THE EXTENT PERMITTED BY LAW. BPOOL DISCLAIMS IMPLIED WARRANTIES THAT THE Platform AND ALL SOFTWARE, CONTENT AND SERVICES, INFORMATION DISTRIBUTED THROUGH THE Platform ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BPOOL OR A REPRESENTATIVE SHALL CREATE A WARRANTY.

WE DO NOT GUARANTEE THAT THE Platform WILL MEET YOUR REQUIREMENTS, OR THAT THEY ARE ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE SERVICES THAT MAY BE OBTAINED FROM THE USE OF THE Platform, INCLUDING ANY SUPPORT SERVICES, 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 (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT ALL TIMES OR LOCATIONS OF YOUR CHOOSING.
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FURTHER, BPOOL DOES NOT ENDORSE AND MAKES NO WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF ANY OPINION, INFORMATION, ADVICE OR STATEMENT ON THE Platform. UNDER NO CIRCUMSTANCES WILL BPOOL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE CONTENT ON THE Platform. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE Platform. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT ON THE Platform.

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

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 ANY DAMAGES OR LIABILITIES, INCLUDING DIRECT, INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL (INCLUDING ANY LOSS OF DATA, REVENUE OR PROFIT OR DAMAGES ARISING FROM PERSONAL INJURY/WRONGFUL DEATH) ARISING WITH RESPECT TO YOUR USE OF THE Platform, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO DAMAGES ARISING FROM (i) USE OF OR INABILITY TO USE THE Platform, (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) ANY OTHER MATTER RELATING TO THE Platform.

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

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

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 of these Terms.  We reserve the right, at our expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with us if and as requested by us in the defense and settlement of such matter.

By using the Platform, you and BPool agree that, if there is any controversy, claim, action, or dispute arising out of or related to your use of the Platform or the breach, enforcement, interpretation, or validity of these Terms or any part of them, except for disputes that qualify for small claims court or those related to your or BPool’s intellectual property (“Dispute”), both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party thirty (30) days in which to respond to or settle the Dispute. Notice shall be sent to:

These Terms have been made in and shall be construed in accordance with the laws of the United states (including federal arbitration law) and the state of Delaware, without giving effect to any conflict of laws principles. Except for disputes or claims properly lodged in a small claims court in the United States, any disputes or claims not subject to the arbitration provision discussed above shall be resolved by a court located in Delaware and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. You further agree that any such claims will be brought and maintained solely on an individual basis and not as part of any class, consolidated, collective or representative capacity, and that you waive your right to a jury trial with respect to any such action.

You and BPool acknowledge that these Terms evidence a transaction involving interstate commerce. Any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).

By using the Platform, you and BPool agree that, if there is any controversy, claim, action, or dispute arising out of or related to your use of the Platform or the breach, enforcement, interpretation, or validity of these Terms or any part of them, except for disputes that qualify for small claims court or those related to your or BPool’s intellectual property (“Dispute”), both parties shall first try in good faith to settle such DisWe comply with the Digital Millennium Copyright Act (“DMCA”). If you have a concern regarding the use of copyrighted material on our Platform, please contact our agent designated for responding to reports of copyright infringement (“Designated Agent”). In the subject line of your message, please include “Re: Claim of Copyright Infringement.” The contact information for our Designated Agent is as follows: 00 Delaware Ave., room 256, Wilmington, DE 19801,(mail); hello@bpool.co.
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To be effective, the notification must be a written communication that includes the following:pute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party thirty (30) days in which to respond to or settle the Dispute. Notice shall be sent to:

We reserve the right to modify these Terms at any time. When we do so, we will update the “Effective Date” above. By continuing to use the Platform, or any portion thereof, after we post any such changes, you accept these Terms, as modified.
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We shall have the right to immediately terminate these Terms with respect to any user which we, in our sole discretion, consider to be unacceptable, or in the event of any breach by you of these Terms. More generally, we may change, restrict access to, suspend or discontinue the Platform, or any portion of the Platform, at any time and at our sole discretion.

If you have any questions, comments or concerns about these Terms, please contact us at: hello@bpool.co

These Additional Rules (“Terms”) govern the use of the online platform (“Platform”)  specifically by companies wishing to hire third-party creative marketing services through the Platform ("Client").
By creating an account or otherwise 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 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 behalf of a business or other legal entity, “you”, “your”  or "Client"as used in the remainder of these Terms refers to the entity you represent.

The Platform is only available to individuals or entities with the legal capacity to contract. If You do not have this capacity, if you are a minor, or if your Client account is suspended or canceled, You cannot use the Platform.

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

The documentation provided by You must be current, legal and in force. BPool does not assume any responsibility for actively inspecting Clients so damages arising from false or inaccurate information will be the sole responsibility of Clients.

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

You may request the cancellation of your account at any time, without prejudice to the Service requests already accepted by our Partners at the time of the cancellation request, which must be completed normally, as if the account remained active for such purposes.

Upon registering your account, approving the prices ​​of the standard table of projects and Assets or negotiating the price for a specific Asset in the Platform, provided that such prices are within the standards understood by BPool as adequate and, finally, adhering to this Term, You may use the Platform to contract Projects and/or Services with selected Creative Partners, using the tools available on the Platform, which include (i) access to the Asset Market for selecting Assets or Projects according to the approved Asset and/or Projects; (ii) matchmaking of possible Partners to carry out Projects through a matching algorithm, specific market experience and professional qualification; (iii) environment for defining the briefing, schedule and final scope; (iv) digital signature of the Project Specific Term defined below; (v) mutual rating system for partial and final assessments of each Project; (vi) centralization of payment for multiple partners contracted through the Platform; (vii) availability of an informative dashboard with the investments made through the Platform in each Project and the average evaluation of each contracted partner.

BPool will make its best efforts to curate the best possible Partners with ethics and creative quality for the Services required by the Client and thus promote the environment so that the Service is provided in the best possible way, being responsible for auditing the relationships established between Client and Partner, through the Platform, exchanging and excluding Creative Partners that do not provide the Services following 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 by the parties involved, with the definition of contracting premises prior to contracting the Services. Partners must respect the BPool and Clients' Codes of Ethics and Anti-Corruption.

To use the Platform, the Client (with their login and password) will select an Assets package with a predefined value (approved by his purchasing area in the Platform's registration) and the matching algorithm will indicate three Partners Creatives that will inform whether or not they can meet the requested demand in accordance with the conditions defined by the Client. The Client will then choose which Partner they want to work with based on their portfolio, expertise and empathy.

Once selected to develop a certain Project or provide a certain Service, according to the Curatorship and Matchmaking procedures performed, the Creative Partner will receive an email inviting them to participate in such Project with all the details of the Service and/or Project, including delivery time and payment amount, among other information (“Invitation”).

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

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

The Client will have to decide among these Partners which is the most suitable for the Service or Project within the period selected on the Platform. If the Client does not select a Partner within the respective period, the Creative Partner is authorized to withdraw from that Project.

Once the Matchmaking has been carried out and the Partner selected by the Client, the final scope and the respective Project macro-steps are adjusted on the platform, specific elements linked to remuneration and payment, which in any case shall follow the process established by the Platform. After the checking of the Terms by the Partner and Client, the latter will give their "Acceptance" by checking the specific validation box ("checkbox"). The marking and validation of the checkbox under this item will give rise to the acceptance of the Terms and the consequent binding of the Parties to the Project and this instrument, as well as the mechanisms available on the Platform, must be used as a reference for resolving any disputes that may arise.

Any Creative Partner selected by the Client for the provision of Services or the execution of Projects under this Term shall be bound by the Project Terms by which the Parties are bound. The obligations of the Client assumed with the Creative Partner are directly demanded by the Creative Partner in front of the Client.

The Platform will contain evaluation tools for the Service or Project executed by the Partner following each of the stages defined at the beginning of each Project/Service contracted between the Clients and the Partners. In case of assessments inconsistent with the expectations and briefing of a Client, a certain Partner must adapt the submitted materials, redoing them per the instructions indicated in writing by the respective Client. While such adjustment is being made, specific payments to this Partner may be suspended, safeguarding the amounts related to the services already completed. Once any adjustments or stages are completed and upon the satisfactory assessment of the Client who contracted the Services, the specific payment to this Partner will be made.

The assessment works as follows:

a) Upon acceptance of the terms of the Project and the beginning of the provision of services by the Partner, the Parties declare that they are aware that the Client will receive weekly or monthly emails, depending on the nature of the Project, to be triggered by the BPool Platform and through which it will be encouraged to manifest itself objectively on the evolution of the Partner's services and their satisfaction with the Project.

b) For the provisions of the letter 'a)' of this item, ratings below 3 will indicate a bad performance by 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's performance is lower than 3 in the first two evaluations, the Client may request the Project's cancellation or the replacement of the Partner. In the event of cancellation, the Client may use the balance that may exist for other projects contracted via the Platform and, if he chooses to be replaced, he will evaluate 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, and the macro-steps defined by the Client on the Platform must be observed to calculate the amounts due.

The Platform will limit the number of times that a given Project can be remade or adapted, avoiding excessive burden on Partners. In cases where a given Client exceeds the quantities of adjustments allowed or changes the briefing and scope of the Services in a Project many times, it will be at the discretion of each Partner to negotiate with the client 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 be available to all subscribers on the Platform. Assessments must be carried out in good faith and objectively, indicating feedback to Partners in a concise manner. The Platform will not make publicly available partial evaluations of Creative Partners while Projects are being carried out.

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

BPool may exclude from the Platform Partners who receive 3 or more bad ratings, in specific contracts, over a period of up to 6 months. In these cases, BPool will inform the excluded Partner, in writing, of the reasons for their exclusion.

When requested, the Platform will not list the Partners who are working with other clients of the same category of goods as the Client.

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

If a Creative Partner already has non-compete agreements with one of its Clients it must provide this information at the beginning of its relationship with BPool, during its registration, checking the “non- compete active''.
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If a Client requires a minimum period of non-competition for the Partner,  this must be mentioned in the project's briefing. If so, the Creative Partner that undertakes the Project will be deemed to have verified and agreed to such limitation by accepting to start working with such Client, with no liability of the BPool in the event of demands regarding the non-competition period already accepted in a given Project.

The Client shall remunerate Creative Partners on the terms defined for each Service or Project contracted, including when there are staggered payments (“Remuneration”). Bpool will manage the payment flow of the contracted Projects, releasing payments according to the completion of predefined steps between the Parties, retaining only the amounts that are due for the intermediation of the contracted Services.

In case of attempts by the Client to change the scope after the approval of a Project, it will be the Creative Partners responsibility to inform the BPool about such changes to avoid possible losses. Additions to standard Platform scopes can also be contracted through the functionality “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 to BPool, which will make payments to each Creative Partner within the conditions of each Project. In certain Projects, BPool may manage payment in stages to a Creative Partner, as each stage is completed. Payments to Creative Partners must, in any case, comply with the payment terms of Clients.

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

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

(ii) After placing the Order on the Platform or authorizing the billing, Creative Partner will be notified by email with instructions to upload invoice on the platform to Bpool in the amount of Remuneration provided for the Partner, according to the scope final approved in the Project Validation tab;

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

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

Before job closing, Client may ask the Partner to carry out revisions and adaptations in the materials submitted as a result 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 for the 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 the Client, a 2% (two percent) fine will be charged, in addition to default interest of 1% (one percent) per month, calculated prorata die. The fine and default interest referred to in this item will be due to the Creative Partner and BPool, in proportion to their respective remuneration, following the contract terms of each Project or Service.

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

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

Partner and BPool may adjust the conditions under which the assignment of credit rights by the Partner to the BPool, arising from Projects executed within the scope of the BPool Platform, may be carried out.

The Client's trademarks, name, content, features, and functionality, including, without limitation, information, text, graphics, logos, button icons, images, audio clips, video clips, data compilations and the design, selection and arrangement thereof (collectively, the “Clients' Content”), are the exclusive property of the Client, its licensors, or other content suppliers, and are protected by the 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.

The Client is providing Partner with access to the Platform under a limited, non-exclusive, non-sublicensable, non-transferable, revocable license. Partners can use the Clients' Content exclusively to provide services and subject to the Terms applicable to each Project. Client reserves all right, title, and interest to its Content not expressly granted under this license to 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 prior written authorization of Client. Any unauthorized use of the Clients' Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. Partner agrees to comply with reasonable written requests from Bpool to help us protect our Clients' proprietary and intellectual property rights.

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

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

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

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

BPool does not have any responsibility for the violation 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 such rights.

Relating to third parties, the Partner's assignment of Copyrights must be carried out by the Partner with the guarantee that he has obtained the rights of the authors of the materials contained in the Services. In case of failure to obtain the assignment of individuals, it will be up to each Client to decide between obtaining the assignment of these Copyrights 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 Client documents that demonstrate that the Copyright was correctly transferred.

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 validated through the Platform, not remedied within the period established in the written notification sent by the 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 or extrajudicial liquidation of any Party;
(iii) in the event of an act of God or force majeure that prevents the continuity of the Services;
(iv)if a Party assigns or transfers to a third party the obligations assumed when accepting the Project Terms, without the prior consent of the other Party.

In case of termination for cause, except for item (iii), the guilty party will be obliged to pay the innocent party a non-compensatory termination fine corresponding to 10% (ten percent) calculated on the sum of the Remuneration due at the time of termination, without prejudice (a) to the Client's right to receive any materials resulting from the Services provided as a result of the approved Project, and which are in force until that moment; and (b) to the Partner's right to receive compensation due as a result of the fully fulfilled and delivered assets until the date of effective termination.

In any event of termination, under the terms : (i) the Partner shall return to the Client all documents or information given to him as a result of the approval and execution of the Project; (ii) the Partner must delete from its database any data to which it has had access in an authorized manner by the Client; and (iii) the materials and products produced or 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.

These Additional Rules (“Terms”) govern the use of the online platform (“Platform”)  specifically by companies or persons wishing to provide creative marketing services through the Platform ("Creative Partner", "Partner" ou "You").
By creating an account or otherwise 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 the general Terms of User or/and with 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” , “your”, "Creative Partner", and "Partner" as used in the remainder of these Terms refers to the entity you represent.

The Platform is only available to individuals or entities with the legal capacity to contract. If You do not have this capacity, if you are a minor, or if your Partner account is suspended or canceled, You cannot use the Platform.

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

The documentation provided by You must be current, legal and in force. BPool does not assume any responsibility for actively inspecting Customers so damages arising from false or inaccurate information will be the sole responsibility of Customers.

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

You may request the cancellation of your account at any time, without prejudice to the Service requests already accepted by our Partners at the time of the cancellation request, which must be completed normally, as if the account remained active for such purposes.

Upon registering your account and adhering to this Term, You may be selected by the Platform to provide services to Bpool'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 and changes to the schedule; (iii) record partial and final evaluations of a project delivered; (iv) formalization of the final files exchanged between the parties about a Project; (v) formalization of signatures of the Project Specific Term; and (vi) billing.

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

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

To use the Platform, the Partner (with their login and password) will select an Assets package with a predefined value (approved by his purchasing area in the Platform's registration) and the matching algorithm will indicate three Partners Creatives that will inform whether or not they can meet the requested demand in accordance with the conditions defined by the Client. The Client will then choose which Partner they want to work with based on their portfolio, expertise and empathy.

Once selected to develop a certain Project or provide a certain Service, according to the Curatorship and Matchmaking procedures performed, the Creative Partner will receive an email inviting them to participate in such Project with all the details of the Service and/or Project, including delivery time and payment amount, among other information (“Invitation”).

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

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

The Client will have to decide among these Partners which is the most suitable for the Service or Project within the period selected on the Platform. If the Client does not select a Partner within the respective period, the Creative Partner is authorized to withdraw from that Project.

Once the Matchmaking has been carried out and the Partner selected by the Client, the final scope and the respective Project macro-steps are adjusted on the platform, specific elements linked to remuneration and payment, which in any case shall follow the process established by the Platform. After the checking of the Terms by the Partner and Client, the latter will give their "Acceptance" by checking the specific validation box ("checkbox"). The marking and validation of the checkbox under this item will give rise to the acceptance of the Terms and the consequent binding of the Parties to the Project and this instrument, as well as the mechanisms available on the Platform, must be used as a reference for resolving any disputes that may arise.

Any Creative Partner selected by the Client for the provision of Services or the execution of Projects under this Term shall be bound by the Project Terms by which the Parties are bound. The obligations of the Client assumed with the Creative Partner are directly demanded by the Creative Partner in front of the Client.

The Platform will contain evaluation tools for the Service or Project executed by the Partner following each of the stages defined at the beginning of each Project/Service contracted between the Clients and the Partners. In case of assessments inconsistent with the expectations and briefing of a Client, a certain Partner must adapt the submitted materials, redoing them per the instructions indicated in writing by the respective Client. While such adjustment is being made, specific payments to this Partner may be suspended, safeguarding the amounts related to the services already completed. Once any adjustments or stages are completed and upon the satisfactory assessment of the Client who contracted the Services, the specific payment to this Partner will be made.

The assessment works as follows:

a) Upon acceptance of the terms of the Project and the beginning of the provision of services by the Partner, the Parties declare that they are aware that the Client will receive weekly or monthly emails, depending on the nature of the Project, to be triggered by the BPool Platform and through which it will be encouraged to manifest itself objectively on the evolution of the Partner's services and their satisfaction with the Project.

b) For the provisions of the letter 'a)' of this item, ratings below 3 will indicate a bad performance by 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's performance is lower than 3 in the first two evaluations, the Client may request the Project's cancellation or the replacement of the Partner. In the event of cancellation, the Client may use the balance that may exist for other projects contracted via the Platform and, if he chooses to be replaced, he will evaluate other Partners indicated by the BPool.

The Platform will limit the number of times that a given Project can be remade or adapted, avoiding excessive burden on Partners. In cases where a given Client exceeds the quantities of adjustments allowed or changes the briefing and scope of the Services in a Project many times, it will be at the discretion of each Partner to negotiate with the client 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 be available to all subscribers on the Platform. Assessments must be carried out in good faith and objectively, indicating feedback to Partners in a concise manner. The Platform will not make publicly available partial evaluations of Creative Partners while Projects are being carried out.

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

BPool may exclude from the Platform Partners who receive 3 or more bad ratings, in specific contracts, over a period of up to 6 months. In these cases, BPool will inform the excluded Partner, in writing, of the reasons for their exclusion.

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 validated through the Platform, not remedied within the period established in the written notification sent by the 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 or extrajudicial liquidation of any Party;
(iii) in the event of an act of God or force majeure that prevents the continuity of the Services;(iv)if a Party assigns or transfers to a third party the obligations assumed when accepting the Project Terms, without the prior consent of the other Party.

In case of termination for cause, except for item (iii), the guilty party will be obliged to pay the innocent party a non-compensatory termination fine corresponding to 10% (ten percent) calculated on the sum of the Remuneration due at the time of termination, without prejudice (a) to the Client's right to receive any materials resulting from the Services provided as a result of the approved Project, and which are in force until that moment; and (b) to the Partner's right to receive compensation due as a result of the fully fulfilled and delivered assets until the date of effective termination.

In any event of termination, under the terms : (i) the Partner shall return to the Client all documents or information given to him as a result of the approval and execution of the Project; (ii) the Partner must delete from its database any data to which it has had access in an authorized manner by the Client; and (iii) the materials and products produced or 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.

When requested, the Platform will not list the Partners who are working with other clients of the same category of goods as the Client.

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

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

If a Client requires a minimum period of non-competition for the Partner,  this must be mentioned in the project's briefing. If so, the Creative Partner that undertakes the Project will be deemed to have verified and agreed to such limitation by accepting to start working with such Client, with no liability of the BPool in the event of demands regarding the non-competition period already accepted in a given Project.

The Client shall remunerate Creative Partners on the terms defined for each Service or Project contracted, including when there are staggered payments (“Remuneration”). Bpool will manage the payment flow of the contracted Projects, releasing payments according to the completion of predefined steps between the Parties, retaining only the amounts that are due for the intermediation of the contracted Services.

In case of attempts by the Client to change the scope after the approval of a Project, it will be the Creative Partners responsibility to inform the BPool about such changes to avoid possible losses. Additions to standard Platform scopes can also be contracted through the functionality “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 to BPool, which will make payments to each Creative Partner within the conditions of each Project. In certain Projects, BPool may manage payment in stages to a Creative Partner, as each stage is completed. Payments to Creative Partners must, in any case, comply with the payment terms of Clients.

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

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

(ii) After placing the Order on the Platform or authorizing the billing, Creative Partner will be notified by email with instructions to upload invoice on the platform to Bpool in the amount of Remuneration provided for the Partner, according to the scope final approved in the Project Validation tab;

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

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

Before job closing, Client may ask the Partner to carry out revisions and adaptations in the materials submitted as a result 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 for the 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 the Client, a 2% (two percent) fine will be charged, in addition to default interest of 1% (one percent) per month, calculated prorata die. The fine and default interest referred to in this item will be due to the Creative Partner and BPool, in proportion to their respective remuneration, following the contract terms of each Project or Service.

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

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

Partner and BPool may adjust the conditions under which the assignment of credit rights by the Partner to the BPool, arising from Projects executed within the scope of the BPool Platform, may be carried out.

The Partner undertakes to maintain the strictest confidentiality of the content of this instrument, as well as all Confidential Information received as a result of the provision of services contracted by the Platform, except as authorized, in writing,  by the Party owning the information.

For this instrument, "Confidential Information" is all that information, elements, documents, and data, verbal, written, and/or recorded by any means, including electronic, that may be exchanged between the Partner and the Client as a result of a Project contracted 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 management of 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 publicly known by any means other than by disclosure by the Party receiving the Confidential Information;
(ii) Were already known to the public or the Partner before the execution of this instrument;
(iii) Become available to the general public, through the act of a duly authorized third party, provided that this third party is not violating any confidentiality obligation established by doing so;
(iv) Become available to the general public as a result of the provision of the Services, provided that such disclosure is restricted to the Project and the Client has previously authorized it.

Upon the Client's request, the Partner shall destroy, in a proof manner, all material, document, or electronic means that contain Confidential Information, provided and used for the execution of the Project contracted in the Platform environment, including any electronic information in a computer program or database.

Whenever the Partner receives a request, notification, summon, or interpellation from a public agent, administrative and/or judicial body and/or any third party, involving a request for information, data, documents, testimony in judicial or administrative proceedings, s regarding the information shared by the Client, Partner shall immediately inform the Client and await instructions before fulfilling any request.

The disclosure of "press releases" (notes/communication to the media) constitutes a violation of this Section unless 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.

The Client's trademarks, name, content, features, and functionality, including, without limitation, information, text, graphics, logos, button icons, images, audio clips, video clips, data compilations and the design, selection and arrangement thereof (collectively, the “Clients' Content”), are the exclusive property of the Client, its licensors, or other content suppliers, and are protected by the 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.

The Client is providing Partner with access to the Platform under a limited, non-exclusive, non-sublicensable, non-transferable, revocable license. Partners can use the Clients' Content exclusively to provide services and subject to the Terms applicable to each Project. Client reserves all right, title, and interest to its Content not expressly granted under this license to 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 prior written authorization of Client. Any unauthorized use of the Clients' Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. Partner agrees to comply with reasonable written requests from Bpool to help us protect our Clients' proprietary and intellectual property rights.

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

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

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

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

BPool does not have any responsibility for the violation 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 such rights.

Relating to third parties, the Partner's assignment of Copyrights must be carried out by the Partner with the guarantee that he has obtained the rights of the authors of the materials contained in the Services. In case of failure to obtain the assignment of individuals, it will be up to each Client to decide between obtaining the assignment of these Copyrights 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 Client documents that demonstrate that the Copyright was correctly transferred.

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.

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:

We collect information in the following ways:

We may use the information we collect from you when you register or use certain Site features in the following ways:

We collect and use personally identifiable information when we have a lawful basis to do so, as follows:

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.

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.

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.

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.

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.

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.

You may be entitled to the below rights:

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.

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.

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.