BRIDGR TERMS OF SERVICE FOR CLIENTS

Last updated October 2021.

BRIDGR TERMS OF SERVICE
FOR CLIENTS

These Terms of Service (these “Terms”) are a contract between you (either in your individual capacity or as a representative of a legal entity), on the one hand (the “Client” or “you”), and 9338-8924 Québec Inc., a corporation carrying on business as Bridgr, on the other hand (“Bridgr”, “we”, “us” or “our”). You must read, agree with and accept all of the terms and conditions contained in these Terms in order to use our website located at https://bridgr.co/ and related software and services (collectively, the “Bridgr Platform” or the “Services”). 

YOU UNDERSTAND THAT BY SIGNING UP FOR AND USING THE BRIDGR PLATFORM, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE BRIDGR PLATFORM. BY AGREEING TO THESE TERMS ON BEHALF OF A LEGAL ENTITY: (A) YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND ANY REPRESENTATIVES IT ALLOWS TO ACCESS THE BRIDGR PLATFORM OR TO PROVIDE SERVICES VIA THE BRIDGR PLATFORM TO THESE TERMS; (B) SUCH ENTITY IS RESPONSIBLE FOR ANY BREACH OF THESE TERMS BY ANY OF ITS REPRESENTATIVES; AND (C) “YOU” AND “YOUR” AS USED HEREIN WILL REFER AND APPLY TO SUCH ENTITY AND ITS REPRESENTATIVES THAT ACCESS THE BRIDGR PLATFORM ON ITS BEHALF.

If you access the Bridgr Platform through one of our affiliated partners, the special terms and conditions set out in Section 1.7 are applicable to you and supplement and modify certain of the dispositions of these Terms. If you are an affiliated partner or Contractor (as such term is defined below), distinct terms of service govern our relationship.

  1. THE BRIDGR PLATFORM
    1. Overview

Through the Bridgr Platform, Bridgr makes available to you (i) diagnosis and assessment tools allowing you to measure your organization’s maturity level (collectively, the “Diagnosis Tool”), as well as (ii) a marketplace of qualified independent contractors, consulting firms, and technology providers (the “Contractors”) that can assist you with your digital transformation projects (the “Projects”). To this effect, Bridgr’s Services include, without limitation, operating and providing the Bridgr Platform, curating Contractors and Project bids, enabling the formation of contracts between Clients and Contractors, and functioning as the payment processor for Clients and Contractors. The exact scope of the Services to be delivered to you by Bridgr will be as agreed upon between you and us on the Bridgr Platform. 

  1. Eligibility

The Bridgr Platform is available only to individuals and legal entities that are capable of forming legally binding contracts under applicable law. In order to create an account, you must provide us with your legal name, contact information, and profile information regarding your business and your needs. In addition, by creating an account, you represent and warrant that you are not a citizen or resident of a country in which use or participation in the Bridgr Platform is prohibited by law, decree, regulation, treaty or administrative act.

You confirm that you are not prohibited or limited in any way from participating as a Client on the Bridgr Platform by (a) any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), (b) your current employer’s policies or codes of conduct if you are employed, (c) any similar policies or obligations that limit your conduct in any way or (d) any rules of conduct applicable to your profession or industry or any similar laws, rules or regulations. Notwithstanding the foregoing, Bridgr may determine your eligibility to create an account on the Bridgr Platform in its sole discretion.

  1. Changes to the Services

Bridgr may make changes to the Services and to the Bridgr Platform. Bridgr undertakes not to modify the Services or the Bridgr Platform in such a way as to reduce its performance, functionality, availability and security, without first notifying the Client by sending an e-mail to the Client or by otherwise notifying the Client through the Bridgr Platform, in which case the Client may elect to terminate its use of the Services immediately, and the provisions of Section 11 shall apply.

In the event that Bridgr be reasonably satisfied that the Services infringe the intellectual property rights of a third party, then Bridgr may, in its sole discretion and at its own costs, (i) obtain the right for you to continue to use the Services, (ii) modify the Services to stop any infringement on such third party’s rights, but without substantially limiting the functionalities of the Services, or (iii) replace the Services with a functionally equivalent feature that does not infringe such rights. If none of these options are commercially reasonable, in Bridgr’s sole opinion, then Bridgr may suspend or terminate your use of the Services, in which case the provisions of Section 11 shall apply.

  1. Updates

Updates to the Services including tools, utilities, enhancements, third party applications or general updates to improve the Services may be made available to you or carried out periodically by Bridgr in its sole discretion. You agree to make or receive such updates, as the case may be. From time to time, Bridgr may also offer new applications, features or functionalities through the Services, the use of which may be subject to your acceptance of additional terms and conditions.

  1. Your Account

Bridgr reserves the right to validate your identity and account information at any time. You are solely responsible for ensuring and maintaining the secrecy and security of your account passwords. You are solely responsible for any use or action taken through the use of such passwords on the Bridgr Platform. You must notify Bridgr support immediately if you suspect that any of your passwords have been lost or stolen, or if the security of the Bridgr Platform has been otherwise compromised. The above will apply, with necessary adaptations, to any user to whom you have granted access and/or use of the Services, whether or not such person is part of your organization (each, an “Authorized User”). You shall ensure that all Authorized Users (and activities pertaining to their respective user accounts) comply with these Terms. 

  1. Privacy

For the purposes of sharing and collecting information via the Bridgr Platform, we will follow the Bridgr Privacy Policy which can be found at https://bridgr.co/privacy-policy-en?lang=en.

  1. Access Through Affiliated Partners

The Bridgr Plateform may have been made available to you through one of our affiliated partners, in which case the following special terms and conditions may apply to your use of our Services:

  • Fees for our Services may differ from our standard pricing and certain of our Services may be provided to you free of charge. The fees will be as indicated and accepted by you on the Bridgr Platform; 
  • Bridgr will be authorized to share your Content (as defined below) and any data generated from your use of the Bridgr Platform with such partner, provided that such partner undertakes to maintain the strict confidentiality of such Content and data. Example of data that could be shared with such partner includes the customized reports, recommendations, assessments and digital score that you could generate on the Bridgr Platform through the use of our Services; 

All other dispositions and modalities of these Terms that do not conflict with the foregoing will apply to your use of the Bridgr Platform.

  1. DISPOSITIONS CONCERNING THE DIAGNOSIS TOOL SPECIFICALLY
    1. Diagnosis Tool and Recommendations

Bridgr may make certain recommendations and assessments to you with respect to your business as part of its Diagnosis Tool, using artificial intelligence algorithms. While Bridgr makes its best effort to ensure its algorithms produce trustworthy and accurate results, you understand that the accuracy of the recommendations and assessments generated by such algorithms may depend on many elements outside of Bridgr’s control, such as the accuracy of the data submitted by you on the Bridgr Platform. You understand that recommendations and assessments that are made available through the Services are provided for informational purposes only and should not be relied upon as your sole source of information for decision-making purposes; IF YOU DECIDE TO RELY ON SUGGESTIONS AND INFORMATION PROVIDED ON THE PLATEFORM, YOU DO SO AT YOUR OWN RISK. YOU REMAIN SOLELY RESPONSIBLE FOR DECIDING WHETHER OR NOT TO IMPLEMENT ANY SUGGESTION RECEIVED THROUGH OUR SERVICES. 

  1. DISPOSITIONS CONCERNING THE MARKETPLACE SPECIFICALLY
    1. Contractor Services

On the Bridgr Platform’s marketplace, you will be able to post your project and obtain quotations from a network of qualified local and international Contractors that match your goals. If you accept a Contractor’s proposal for professional services (the “Contracted Services”), the whole at your own discretion, you may then draft and negotiate a contract, statement of work, consulting agreement, or other service or project agreement directly with such Contractor (“Service Contract”), though any such Service Contract you enter into with a Contractor must contain the required terms as further described in Section 3.3 hereof. Bridgr reserves the right to select the set of bids to forward to you for review. If you are not satisfied with the Contracted Services of the Contractor with whom you matched, you may cancel your Service Contract before delivery of the first deliverable and select a new one through the Bridgr Platform at no costs. For greater certainty, through its marketplace Services, Bridgr offers referencing and assistance and Bridgr’s sole undertaking is to provide the marketplace and enable relationships between Clients and Contractors; Bridgr shall never be responsible for the Project of the Client or the Contracted Services provided by the Contractor.

  1. Independent Contractor Status

As a Client, you acknowledge and agree that your relationship to Bridgr is that of a customer, and that (a) you have no authority to act on behalf of Bridgr; (b) Bridgr does not, in any way, supervise, direct, or control the performance of the Contracted Services by Contractors; (c) Bridgr will not have any liability or obligations whatsoever under any Service Contracts; and (d) Bridgr makes no representations as to the reliability, capability, or qualifications of any Contractors or the quality, security or legality of any Contracted Services provided by such Contractors. BRIDGR DOES NOT DIRECT, HAS NO CONTROL OVER, MAKES NO REPRESENTATIONS, AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF SERVICES ADVERTISED, THE TRUTH OR ACCURACY OF LISTINGS, THE QUALIFICATIONS, BACKGROUND, OR IDENTITIES OF CONTRACTORS, THE ABILITY OF CONTRACTORS TO DELIVER SERVICES, OR THAT A CONTRACTOR CAN OR WILL ACTUALLY COMPLETE A TRANSACTION. FOR THE AVOIDANCE OF ANY DOUBT, BRIDGR DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE WORKER CLASSIFICATION OF ANY CONTRACTOR. WITHOUT LIMITING THE FOREGOING, BRIDGR MAKES NO WARRANTIES, EXPRESS OR IMPLIED REGARDING OR RELATING TO THE CONTRACTORS, THE CONTRACTED SERVICES OR THE SERVICE CONTRACTS AND BRIDGR DISCLAIMS ANY AND ALL LIABILITY RELATING THERETO. IN THE EVENT OF A FAULT OR OF THE NON-PERFORMANCE OF ANY OBLIGATION BY A CONTRACTOR, YOU WAIVE THE BENEFIT OF SOLIDARITY BETWEEN BRIDGR AND SUCH CONTRACTOR ARISING FROM ARTICLE 1525 OF THE CIVIL CODE OF QUEBEC (IF APPLICABLE), SUCH THAT BRIDGR SHALL IN NO EVENT BE OBLIGED TO COMPENSATE YOU FOR ANY LOSS RESULTING FROM THE ACTION OR FAULT OF SUCH CONTRACTOR. YOUR SOLE REMEDY FOR THE FAULT, MISCONDUCT, NEGLIGENCE OR BREACH OF CONTRACTUAL, EXTRACONTRACTUAL OR OTHER STATUTORY OBLIGATION BY A CONTRACTOR SHALL BE AGAINST SUCH CONTRACTOR ONLY.

  1. Service Contract Required Terms

Unless otherwise agreed to in a writing signed by Bridgr, each Service Contract shall be deemed to include the following terms and conditions in favour of Bridgr, provided that such terms and conditions do not constitute legal advice from Bridgr, and you and your Contractors should consult independent counsel in drafting and negotiating any Service Contracts:

  • Payments and Billing. Client will use the payment processing Services of Bridgr for the purpose of paying the Contractor in accordance with the Service Contract.
  • Satisfaction Guaranteed. Client and Contractor agree that Client may, at its sole discretion, terminate the Client’s Service Contract without cost or liability before the first deliverable contemplated therein.
  • Third Party Beneficiary. Client and Contractor understand and agree that Bridgr is an intended beneficiary of each Service Contract and that Bridgr has the right to enforce its rights and obligations under the Service Contract on its own behalf. Bridgr shall be deemed to intervene to any Service Contract covered by these Terms and entered into by the Client and the Contractor. 

Once you have executed the Service Contract with a Contractor in the form provided by Bridgr, Bridgr may request that you upload a copy (redacted if necessary to protect any particularly sensitive information) to your Workspace for the applicable Project so that Bridgr can assess your compliance with this requirement. Bridgr reserves to right to require you and the Contractor to amend any provision of the Service Contract that Bridgr, acting reasonably, deems to be non-compliant with the provisions hereof. 

  1. Exclusivity

For a period from (i) the time you first identify a Contractor through the Bridgr Platform until (ii) one (1) year after the time such Contractor completes its last Project with you (“Exclusivity Period”), you will use the Bridgr Platform as your exclusive method to receive services from such Contractor and make all payments for services, directly or indirectly, with that Contractor. Each new Project given to the Contractor will be covered by this section 3.4 and extend the Exclusivity Period accordingly. Furthermore, during the Exclusivity Period, you shall not make, encourage, solicit or accept complete or partial payments to such Contractor for services outside of the Bridgr Platform, or otherwise circumvent Bridgr’s role as payment processor or the Bridgr Platform’s payment methods, and any violation of the foregoing restrictions is a material breach of these Terms. By way of illustration and not in limitation of the foregoing, within the Exclusivity Period you will not: (a) accept proposals from, receive services from, or make payments to any Contractors first identified through the Bridgr Platform except via the Bridgr Platform; or (b) invoice or report on the Bridgr Platform an amount lower than that actually agreed between you and a Contractor through the Bridgr Platform. 

You may also request Bridgr to abridge the Exclusivity Period in respect of a specific Contractor for a break-up fee (the “Break-up Fee”) to be agreed upon between you and Bridgr, acting reasonably. Upon payment of the Break-up Fee you may deal directly with such Contractor outside of the Bridgr Platform and independently from these Terms.

YOU WILL NOTIFY BRIDGR IMMEDIATELY IF A CONTRACTOR SUGGESTS MAKING PAYMENTS OR ENTERING INTO A NEW SERVICE CONTRACT OUTSIDE OF THE BRIDGR PLATFORM WITHIN THE EXCLUSIVITY PERIOD. 

  1. No Background Checks

Bridgr is not required to and does not verify any information given to Bridgr by Contractors, nor does Bridgr perform background checks on Contractors. Bridgr may provide information about a Contractor to you, such as a strength or risk score, geographical location or third party feedback, background check or verification of identity or credentials. However, such information is based solely on data that Contractor submits and Bridgr does not make and shall not be deemed to make any representation or warranty as to the accuracy of such information. Bridgr provides such information solely for the convenience of its users and is not an introduction, endorsement or recommendation by Bridgr.

  1. Payment Processor

Bridgr acts as the payment processor for all fees and expenses you pay to Contractors for Contracted Services contracted on the Bridgr Platform.

  1. Posting a Project

If you choose to post a Project via the Bridgr Plateform as a client, the contents of such Project will be viewable via the Bridgr Platform. Project listings may include information such as budget, location, history of job listing by the client, client feedback and rating information and timing of job performance. 

  1. LICENSE AND RESTRICTIONS; OWNERSHIP
    1. License Grant

Subject to your compliance with these Terms, Bridgr hereby grants you a personal, non-exclusive, non-transferable, revocable, limited license (without the right to sublicense) to access and use the Bridgr Platform for your internal business purposes only, and subject to the limitations set forth below. Bridgr reserves any and all rights not expressly granted to you pursuant to these Terms. The limited rights granted to you to access and use the Bridgr Platform comprise a limited license and do not constitute the sale or transfer of any software program or other intellectual property. For greater certainty, all intellectual property owned by Bridgr at the beginning of the relation with the Client will remain, and any intellectual property created during or pursuant to this relationship thereafter will become, the sole and exclusive property of Bridgr. This includes any data generated as a result of your use of the Bridgr Platform, but excludes your Content for which the dispositions of Section 5.1 shall apply.

  1. Restrictions

You agree that: (a) you will not use the Bridgr Platform if you are not fully able and legally competent to agree to these Terms; (b) you will only use the Bridgr Platform in full compliance with all applicable laws and these Terms; and (c) you will not use the Bridgr Platform for fraudulent purposes or to engage in any offensive, indecent or objectionable conduct.

Further, except as specifically permitted herein or approved in advance in writing by Bridgr, you agree that you will not directly or indirectly: (a) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Bridgr Platform in any unauthorized manner; (b) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Bridgr Platform or any part thereof in any form or manner or by any means; (c) harvest or scrape any content or data from the Bridgr Platform; (d) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Bridgr Platform; (e) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Bridgr Platform or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law); (f) utilize the Bridgr Platform to (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws or (ii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (g) circumvent any functionality that controls access to or otherwise protects the Bridgr Platform; or (h) permit any third party to engage in any of the foregoing.

Any attempt to do any of the foregoing is a material breach of these Terms and a violation of the rights of Bridgr and its licensors subject to termination in accordance with Section 11 hereof.

  1. Bridgr Platform Ownership

The Bridgr Platform’ “look and feel” (e.g., text, graphics, images, logos), proprietary content, software code, algorithms, information and other materials are protected under intellectual property laws. You acknowledge and agree that Bridgr and/or its licensors own all right, title and interest in and to the Bridgr Platform (including all intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests.

  1. Feedback

Any and all: (a) suggestions for correction, change and modification to the Bridgr Platform and other feedback, information and reports you provide to Bridgr (collectively “Feedback”); and all (b) improvements, updates, modifications or enhancements, whether made, created or developed by Bridgr or otherwise relating to the Bridgr Platform (collectively, “Revisions”), are and will remain the property of Bridgr. All Feedback and Revisions become the sole and exclusive property of Bridgr and Bridgr may use and disclose Feedback and Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Bridgr any and all rights, title and interest that you may have in and to any and all Feedback and Revisions.

  1. CONTENT POLICY
    1. Your Content

You represent and warrant that you own or have a valid license to all content or other materials uploaded, posted, published or displayed through the Bridgr Platform (collectively, the “Content”). Subject to Bridgr’s Privacy Policy and exclusively with respect to de-identified, anonymized and aggregated Content, you hereby grant Bridgr and its affiliates a worldwide, non-exclusive, royalty free, fully paid, transferable, sub-licensable, perpetual, and irrevocable license to copy, modify, display, perform, distribute, create derivative works of and otherwise use your de-identified, anonymized and aggregated Content in connection with the operation, promotion or improvement of the Bridgr Platform, and for the purpose of establishing statistics, detecting trends and training its artificial intelligence algorithms. 

  1. Workspace

During the course of the Projects, Bridgr will provide you storage space on the Bridgr Platform (“Workspace”) for the exchange of documents and other information related to the Projects between you and the applicable Contractor. Bridgr reserves the right to be exercised at any time to delete your Workspace and all data therein thirty (30) days after the end of the associated Project or of your use of the Bridgr Platform.

  1. Disclosure of Your Content

Our confidentiality obligations with respect to your Content shall be governed by Section 7 hereof. Notwithstanding the foregoing, you acknowledge and agree that Bridgr may preserve and/or disclose your Content (i) to Contractors with whom you have accepted to work or engage in discussions on the Bridgr Platform (strictly to the extent necessary for the proper delivery of the marketplace Services), or (ii) if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any of your Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Bridgr, its affiliates, officers, employees, representatives and agents, as well as Bridgr Platform users and the general public.

  1. Prohibited Content

You are solely responsible for all of your Content, and agree not to upload any Content prohibited by applicable law or the restrictions set forth in theses Terms. Bridgr reserves the right to investigate and terminate your account in accordance with Section 11 and/or take appropriate legal action against any Client who violates this Section. Specifically, and without limitations, taking into considerations restrictions in the Applicable Laws, you represent and warrant that none of your Content: (a) infringes any intellectual property, proprietary, contractual or privacy rights of any party; (b) constitutes material, non-public information about Bridgr and/or constitutes information the disclosure of which would be in violation of securities laws; (c) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “contests”, “sweepstakes”, or any other form of solicitation; (e) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, or otherwise objectionable; or (f) in the sole judgment of Bridgr, is objectionable or which restricts or inhibits any other person from using or enjoying the Bridgr Platform, or which may expose Bridgr or its users to any harm or liability of any kind. Bridgr has the right, but not the obligation, to monitor your use of the Bridgr Platform and Content to determine your compliance with these Terms.

  1. FEES AND PAYMENT
    1. Fees

Access to the Bridgr Platform is free of charge. However, there may be fees associated with certain Services made available to you through the platform. 

You acknowledge that (i) fees are non-refundable, (ii) purchased Services are non-cancellable and their scope cannot be decreased during the relevant subscription period (where applicable), and (iii) fees are based on Services purchased and not actual usage (except in case of over usage, in which case you acknowledge that additional fees might be invoiced to you in accordance with applicable pricing as published from time to time on the Bridgr Platform). You understand that Bridgr may also collect fees from Contractors in exchange for the Marketplace Services. Such fees will be charged to the Contractor directly, and not to you. If you have further questions about Bridgr’s fees, please contact us at [enter email address].

Where you have retained the Services of Bridgr on a subscription basis, Bridgr reserves the right, acting reasonably, to change or to institute new fees on renewal of the Services, upon sixty (60) days prior written notice to you. Bridgr also reserves the right to change its billing or payment options upon renewal, for example by limiting or removing same, upon notifying you in writing within the same delay.

  1. Payment Methods

You agree to pay Bridgr any fees you incur on the Bridgr Platform, and hereby authorize Bridgr to charge you in the form of payment mutually agreed to between you and Bridgr for such fees. If you elect to pay by credit card, you authorize Bridgr to (a) run, or have run, credit card authorizations on all credit cards provided by you; (b) store your credit card details as your method of payment for Services; and (c) charge your credit card (or any other form of payment authorized by Bridgr or mutually agreed to between you and Bridgr) in payment of any fees you incur on the Bridgr Platform. If Bridgr invoices you, fees will be invoiced at Project launch or milestone launch as applicable; expenses will be invoiced as incurred. All fees are due net thirty (30) days from the invoice date and shall be in Canadian dollars. Any payment not received from you by the due date may accrue, at Bridgr’s discretion, late charges at the rate of 12% of the outstanding balance per annum, from the date such payment was due until the date paid. Bridgr will make an invoice available to you for the fees incurred on the Bridgr Platform.

  1. Taxes

You agree that you shall be responsible for all applicable sales, use, value added or similar taxes, if any, payable with respect to the Bridgr Platform provided under these Terms or arising out of or in connection with these Terms whether at the time of invoicing or later determined by a taxing jurisdiction, provided that Bridgr shall be responsible for all taxes imposed on Bridgr’s net income or gross receipts, for any personal property taxes on property it owns or leases, and for franchise and privilege taxes on its business. Bridgr’s invoices will separately state the amounts of any taxes Bridgr is collecting from you.

  1. Books and Records

During the time these Terms are in force, and for a period of three (3) years thereafter, each party will keep complete and accurate records sufficient to verify compliance or non-compliance with these Terms and the provisions of any Service Contract. The Client will, upon at least ten (10) business days prior written request (a “Review Request”), make available to Bridgr and its auditors such books and records and provide reasonable cooperation to the extent necessary to verify the accuracy of the amounts owed and charged pursuant to these Terms and the terms of any Service Contract. Such Review Requests may only be issued if Bridgr has reasonable grounds to doubt the compliance of the Client and such Review Requests not be issued more frequently than once every twelve (12) months.

  1. CONFIDENTIALITY
    1. Definition of Confidential Information  

As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential or is identified in writing as confidential or proprietary within fifteen (15) days of disclosure to the Receiving Party or that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. Confidential Information shall include, but not be limited to: (a) the identity of Clients; (b) information about Projects; (c) information about any actual or potential business, investment or trading decisions, or transactions of any Client; (d) the terms and conditions in all Service Contracts or other agreements executed with Clients; (e) the Contractor’s Content; (f) technology and technical information; (g) know-how, trade secrets and business and processes information; and (h) any other nonpublic or proprietary information of Bridgr or its Clients. The Parties agree that neither Party shall identify as Confidential Information any information or data that is not in good faith believed to be confidential, privileged, a trade secret, or otherwise entitled to such markings or proprietary claims. For greater certainty, Confidential Information shall not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. For the avoidance of any doubt, nothing in this Section 5 shall restrict Bridgr’s ability to collect, use and process your personally identifiable information pursuant to Bridgr’s Privacy Policy.

  1. Confidentiality and Non-Use

During the term of these Terms and for a period of three (3) years thereafter (or perpetually with respect to Content), each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner and with the same degree of care that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, agents and/or representatives who have a need to know such Confidential Information for purposes of these Terms and who are bound to protect such Confidential Information as required hereby, or to legal, financial or other professional advisors who are providing professional services to the Receiving Party subject to obligations of confidentiality. In addition, without the Disclosing Party’s written permission, the Receiving Party shall not use any Confidential Information of the Disclosing Party other than in connection with fulfilling the obligations or exercising the rights of the Receiving Party under these Terms (including, without limitation, as may be necessary to support or defend a claim arising under these Terms). Neither party may engage in any purchasing or selling of securities based on any Confidential Information or any material, non-public information and may not communicate any such information to any person or entity when it is reasonably foreseeable that such person is likely to purchase or sell securities based on such information.

  1. Compelled Disclosure

If the Receiving Party is faced with judicial or governmental action to disclose Confidential Information received hereunder, the Receiving Party must notify the Disclosing Party immediately and, at the Disclosing Party’s request and expense, provide reasonable assistance in opposing such action within the time allotted by the governing rules. The Receiving Party forced to disclose Confidential Information shall furnish only that portion of the Confidential Information that is legally required to be furnished, and will exercise its commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information.

  1. Remedies

If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 7, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

  1. Publicity

During the term of these Terms, Bridgr may publicly refer to you as a Client of Bridgr and may use your name and logo alongside the names and/or logos of other Clients on our website, in our Client lists, pitch proposals, investor presentations and sales presentations.

  1. WARRANTY DISCLAIMER
    1. Temporary Unavailability

Bridgr deploys reasonable efforts consistent with prevailing industry standards to maintain the Bridgr Platform in a manner which minimizes errors and interruptions. However, the Bridgr Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Bridgr or by third-party providers, or as a result of other reasons beyond Bridgr’s reasonable control, but Bridgr will deploy reasonable efforts to provide advance notice in writing or by e-mail of any scheduled disruption, the whole in a manner consistent with prevailing industry standards.

  1. Limited Warranty

Bridgr warrants that the Services will materially conform to what is described on our Website and in any user guide, user policy, support material, release note, training material and or other technical documentation relating to the Services that may be made available to you by Bridgr from time to time.

  1. Warranty Disclaimer

SUBJECT TO THE PROVISIONS OF THESE TERMS AND WITHIN THE LIMITS PERMITTED BY LAW (INCLUDING WITH RESPECT TO CONSUMER PROTECTION LEGISLATION, IF APPLICABLE), BRIDGR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THE INFORMATION ACCESSIBLE THROUGH THE SERVICES. YOU ACKNOWLEDGE HAVING HAD THE CHANCE TO OBSERVE THE BRIDGR PLATFORM’S FEATURES AND DECLARE YOURSELF SATISFIED THEREOF. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, BRIDGR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BRIDGR MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE CONTRACTORS AND THEIR SERVICES.

  1. LIMITATION OF LIABILITY
    1. General Limitation of Liability

SUBJECT TO SECTION 9.3, IN NO EVENT WILL BRIDGR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, LOST DATA, LOST PROFITS, LOST REVENUE AND LOST SALES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EVEN IF THE PARTIES WERE ADVISED OR AWARE OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES IN CONNECTION WITH THESE TERMS OR USE OF THE BRIDGR PLATFORM. LIABILITY WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO BRIDGR DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT THAT GAVE RISE TO LIABILITY. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, CIVIL RESPONSIBILITY, STRICT LIABILITY OR OTHERWISE. 

  1. Third Party Services 

The Services may require that you access necessary or peripheral products or services offered by a third party. You understand and agree that the availability of the Services or of certain features and functions of the Services may depend on the corresponding availability of these third-party components. WE MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH THIRD-PARTY COMPONENTS. IN ADDITION, WE ASSUME NO RESPONSIBILITY WITH RESPECT TO SUCH THIRD-PARTY COMPONENTS, THEIR ACCESSIBILITY, THEIR SECURITY, TO INFORMATION OR MATERIAL CONTAINED THEREIN AND TO THE PRODUCTS OR SERVICES OFFERED THEREIN. 

The Bridgr Platform may also from time to time include links to third party websites. BRIDGR HAS NO CONTROL OVER, IS NOT RESPONSIBLE FOR AND DOES NOT ENDORSE ANY SUCH SITES, AND BRIDGR WILL HAVE NO LIABILITY FOR ANY DAMAGES OR LOSSES YOU INCUR BY VISITING OR USING SUCH THIRD PARTY WEBSITES.

  1. Exceptions to Limitations

Nothing in these Terms shall exclude or limit the liability of Bridgr in the following cases : (i) willful misconduct or gross negligence; (ii) bodily or moral injury; (iii) fraud or wilfully false representations; or (iv) any dispute for which liability cannot be excluded or limited under applicable law.

  1. INDEMNIFICATION

Notwithstanding anything to the contrary in these Terms, you agree to indemnify and hold harmless Bridgr and its affiliates, officers, employees, representatives and agents (each, an “Indemnified Party”) from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to: (a) your use of the Bridgr Platform; (b) your Content; (c) your violation of these Terms; and (d) any dispute between you and a Contractor.

  1. TERMINATION AND MODIFICATION
    1. Termination

Subject to your obligation to pay for Services you have received, you have the right to cancel your account at any time upon providing prior written notice to Bridgr, and Bridgr has the unlimited right to irrevocably terminate or limit your account and/or access to the Bridgr Platform at any time and for any reason, including, without limitation, for violation of these Terms. For the avoidance of doubt, canceling your account does not relieve you of your obligations with respect to the Exclusivity Period set forth in Section 3.4 and termination of these Terms may not terminate your Service Contract with a Contractor and any obligations therein. In the case of a termination by Bridgr, or by the Client following a modification of these Terms, of the fees applicable, or of the Services by Bridgr, a refund will be issued for paid, but unused, Services (on a pro-rata basis).

  1. Survival

Sections 3.3 (Service Contract Required Terms), 3.4 (Exclusivity), 5.1 (Your Content), 7 (Confidentiality), 8 (Warranty Disclaimer), 8.1 (Limitation of Liability), 10 (Indemnification), 11 (Termination), 12 (Dispute Resolution) and 13 (General) of these Terms will survive any termination thereof.

  1. Automatic Termination

Subject to Section 11.2, these Terms shall be deemed to be automatically terminated with respect to you ninety (90) days after the deactivation of your account on the Bridgr Platform. 

  1. Modification

We may revise these Terms at any time. We will notify you of any such revision by posting a notice on the Bridgr Platform or by sending you an email at the address you have registered with us. You will be free to discontinue your use of the Services should you not agree with such changes, provided that you shall pay for all Services received up until that termination date. Continued use of the Services after the effective date of any revisions to these Terms constitutes your acceptance of the revised Terms. We recommend that you print a copy of these Terms for your records. 

  1. DISPUTE RESOLUTION
    1. Informal Process First

You agree that in the event of any dispute between you and Bridgr, you will first contact us and make a good faith sustained effort to resolve the dispute before resorting to arbitration under these Terms.

  1. Binding Arbitration

Any Dispute which is not resolved through the informal process will be immediately submitted to and settled finally and conclusively by arbitration by a single arbitrator pursuant to the Code of Civil Procedure of Québec. The costs and expenses of arbitration shall be paid as awarded by the arbitrator. Bridgr and the Contractor shall each abide by and perform any resulting arbitration award. The arbitration award, when issued, shall be final and shall be enforceable in any court of competent jurisdiction. As a part of any award the arbitrator is authorized to include compensation to the prevailing party for reasonable attorney fees and costs incurred in presenting or defending the Dispute, and in enforcing any award. The location for the arbitration shall be Montréal, Province of Québec, Canada. The proceeding language shall be in both English and French, as may be necessary.

  1. Limitation Period

In no event will any Claim, or any other action or proceeding by you (including arbitration under this Section 12.3 be instituted more than three (3) years after the cause of action arose.

  1. GENERAL
    1. Discrimination, Harassment and Abusive Conduct

Bridgr maintains a zero-tolerance policy regarding all forms of discrimination, harassment, or abuse. Clients may not refuse to accept services based on a person’s race, religion, national origin, disability, sexual orientation, sex, marital status, gender identity, age or any other characteristic protected under applicable federal or provincial law.

All reports of discrimination, harassment or abusive conduct are taken very seriously and may result in permanent loss of access to the Bridgr Platform.

  1. Fraud and Misrepresentation

Bridgr expects all Clients to present themselves truthfully and accurately and may permanently deactivate any account associated with fraudulent activity. All information on you must be true and accurate. Client agrees to provide Bridgr with accurate and complete biographical information, including job status and employment history, and to promptly update that information as it changes. Bridgr may verify information provided by or about a Client. If requested, Client must assist Bridgr in the verification process. Clients posting projects must fully disclose context that is relevant and critical to a Contractor’s ability to successfully complete a Project.

  1. Assignability

You may not assign these Terms or any of your rights or obligations hereunder without Bridgr’s prior written consent. Bridgr may freely assign these Terms. Any attempted assignment or transfer in violation of this Section 13.1 will be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.

  1. Entire Agreement

These Terms and the Schedules attached hereto set forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.

  1. Governing Law

The validity, interpretation and performance of these Terms shall be construed in accordance with and governed by the laws of the Province of Québec and federal laws applicable therein without regard to conflict of law rules that would direct application of the laws of another jurisdiction.

  1. Notices; Consent to Electronic Notice

You consent to the use of electronic means to deliver any notices pursuant to these Terms. Notices will be given: (a) by Bridgr via email (in each case to the email address that you provide when registering your account); (b) a reasonably prominent posting on the Bridgr Platform; or (c) by you via email to the address provided by Bridgr and as it may change from time to time.

  1. No Waiver

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.

  1. Severability

If and to the extent any provision of these Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties.

Last updated October 2021.

Made by BRIDGR in Montreal with ❤️