1. Accepting the Bridgr Group Terms & Conditions

This Bridgr Group User Agreement (the “Agreement”) is a contract between you (the “User”) and 9338-8924 Québec Inc., a Québec incorporated corporation (“Bridgr Group”, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.Bridgr.co (the “Site”) and related software and services (collectively with the Site, the “Bridgr Group Platform”).

Bridgr Group may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after Bridgr Group provides notice of the Changes, whether such notice is provided through the Site user interface, is sent to the email address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first.

Your access to and use of the Bridgr Group Platform is also governed by information, guidelines and policies made available on the Site, including but not limited to the Bridgr Group Privacy Policy, which can be accessed at www.bridgr.co/privacy  To the extent that there are any conflicts between the terms and conditions of this Agreement and the Site, the terms and conditions of this Agreement will govern.

YOU UNDERSTAND THAT BY USING THE BRIDGR GROUP PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE BRIDGR GROUP PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, “USER”, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.

  1. The Bridgr Group Platform

Bridgr Group has created a marketplace to connect Platform Users and Experts using the Bridgr Group Platform. The Bridgr Group Platform enables Platform Users and Experts to buy and sell Services online. Platform Users post service requests and invite Experts to apply. Experts apply to service requests. If a Platform User accepts an Expert’s service requests application, a contract (the “Service Contract”) is formed directly between such Platform User and Expert subject to the terms specified in Section 3 (Service Contract Terms Between Platform User and Expert).

Bridgr Group does not manage individual Experts or their work, in any manner.

Bridgr Group collects payment from the Platform User on behalf of the Expert. Bridgr Group charges a fee for the use of the Bridgr Group Platform and the services it provides (the “Bridgr Group Fees”). This fee is equal to 15% of Platform Users’ total payments, unless Bridgr Group advises the Platform User and Expert in advance as to a different fee.

Bridgr Group uses a third-party payment processor (the “Payment Processor”) to link credit card accounts to the Bridgr Group Platform. The processing of payments or credits, as applicable, in connection with your use of the Bridgr Group Platform will be subject to the terms, conditions and privacy policies of the Payment Processor and your credit card issuer in addition to this Agreement. Bridgr Group is not responsible for any errors by the Payment Processor.

  1. Getting started

3.1 Eligibility

The Bridgr Group Platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law.

Platform Users and Experts agree that they are not (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to CDN or U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.

3.2 Expectations

Bridgr Group expects a consistent and high level of courtesy, respect and professionalism from all of its Platform Users and Experts toward each other. Platform Users and Experts agree to use good judgment when posting information, comments, or other content regarding other Platform Users and Experts, Bridgr Group or any third party anywhere within the Bridgr Group Platform. Platform Users and Experts may be held legally responsible for damages suffered by other Platform Users and Experts, Bridgr Group or any third party as a result of legally actionable or defamatory comments, remarks, or other information or content posted to the Bridgr Group Platform. All Platform Users and Experts are to comply with all laws applicable to them or to their activities, and with all posted Bridgr Group Policies, which are hereby incorporated into this Agreement by reference. These policies may be modified from time to time at Bridgr Group’s discretion, and the currently effective policies will be deemed to be part of this Agreement.

When submitting any content to or otherwise using the Bridgr Group Platform, you agree not to post or transmit to or from the Bridgr Group Platform:

(i) any unlawful, hateful, racially or ethnically offensive, threatening, libellous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy or that would violate any law;

(ii) any material or content that infringes, misappropriates or violates any third party rights, including but not limited to copyright, trademark, patent right or other proprietary right of any third party;

(iii) any falsehoods or misrepresentations that could damage us, our users or any third party;

(iv) any private information concerning another person, without their permission;

(v) anything which impersonates another person or represents yourself as affiliated with us, our staff or other industry professionals;

(vi) anything which solicits a user’s password or other account information;

(vii) anything which harvests user names, addresses, or email addresses for any purpose; and

(viii) any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems.

You will not access (or attempt to access) the Bridgr Group Platform by any means other than the interface provided, and you will not use information from the Bridgr Group Platform for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the Bridgr Group Platform. You will not upload or attach an invalid or malicious or unknown file. You will not insert any external links that may be malicious or unknown to you, or used for offering any goods or services other than Services.

You do further hereby agree to use the Bridgr Group Platform for lawful purposes only, and not for any immoral or harmful activities. You agree that you will not do any of the following while using or accessing the Bridgr Group Platform:

(i) attempt to access or search the Bridgr Group Platform or download content from the Bridgr Group Platform through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third party web browsers;

(ii) access, tamper with, or use non-public areas of the Bridgr Group Platform, our computer systems, or the technical delivery systems of our providers;

(iii) gather and use information, such as other users’ names, real names, email addresses, available through the Bridgr Group Platform to transmit any unsolicited advertising, junk mail, spam or other form of solicitation;

(iv) use the Bridgr Group Platform for any commercial purpose or for the benefit of any third party or in any manner not contemplated by this Agreement;

(v) violate any applicable law or regulation; or

(vi) advocate, encourage, or assist any other individual to doing any of the foregoing. We reserve the right to investigate and prosecute violations of any of the above and/or involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement.

Bridgr Group is not legally responsible for any remarks, information or other content posted or made available on the Bridgr Group Platform by any Platform User or Expert or third party, even if such information or content is defamatory or otherwise legally actionable. Bridgr Group is not legally responsible for any negative outcome of the relationship between Platform Users and Experts. Bridgr Group is not responsible for and does not monitor or censor content for accuracy or reliability. However, Bridgr Group reserves the right to remove or restrict access to any information or content posted or made available on the Bridgr Group Platform if ordered to do so by a government authority or if Bridgr Group considers such information or content to be in violation of this Agreement, or to be unlawful, immoral or harmful.

3.3 Identity and Account Security

All identity information associated with a Bridgr Group Platform User and Expert account must be real and verifiable. Each Bridgr Group Platform User and Expert account must be used by only one person, and each person is allowed to use only one Platform User and Expert account. Bridgr Group reserves the right to validate Platform User and Expert information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm the Platform User and Expert’s identity. You authorize Bridgr Group, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial instruments. Failure to provide information about you and your business when requested is a violation of this Agreement.

The Platform User and Expert is solely responsible for ensuring and maintaining the secrecy and security of the Platform User and Expert’s Bridgr Group account password. Platform Users and Experts agree not to disclose this password to any third party and shall be solely responsible for any use of or action taken through the use of such password on Bridgr Group. You must notify Bridgr Group Support support@bridgr.co immediately if you suspect that your password has been lost or stolen.

By using your Bridgr Group Platform User or Expert account, you acknowledge and agree the Bridgr Group’s account security procedures are commercially reasonable. You may not allow third parties to use this password to perform any action, including but not limited to, posting jobs, applying for jobs or performing Services under your Bridgr Group Platform User and Expert account.

  1. Working in Bridgr Group

4.1 Posting a service request

All service request posted to Bridgr Group must be in English and not contain any information enabling or requesting contact or payment outside of the Bridgr Group Platform. Service request postings must be of a professional nature and accurately describe the Services requested. They should be free of offensive language or advertisements for other products or services. Service request postings may not request any service that is illegal or violates intellectual property rights, copyrights or the terms of service of another service, product or website. Service request postings related to the creation of adult or explicit content or those that involve modelling or acting are prohibited. Service request postings that involve exposure to content of an adult or potentially offensive nature should notify potential readers in the title of the job posting.

4.2 Applying to a service request

All information provided in a service request application must be true, accurate and complete. Bridgr Group reserves the right (but has no obligation) to verify any and all information provided on a Platform User or Expert’s profile or service request application. By applying to a service request, the Platform User or Expert is attesting that he/she/it has the skills and ability to perform the requested Services by the deadline stated in the service request posting. Bridgr Group reserves the right (but Bridgr Group does not have the obligation) to verify the skill and ability of the Expert.

4.3 Managing Service Contracts

Platform Users agree to respond promptly to communications with and requests for information from the Expert.

Any requests for feedback should be answered within 72 hours of request. If this does not happen to the satisfaction of Bridgr Group, the service contract can be put under Service Protection (see Section 5.4) by Bridgr Group. If input on a service contract part is delayed by more than 7 days from the delivery date, Bridgr Group has the right, at its sole and absolute discretion, to put the service contract under Service Protection, determine fair compensation, and disperse funds between the parties as it sees fit, without Bridgr Group incurring any liability whatsoever.

4.4 Working on Service Contracts

The Platform User is responsible for providing all tools and resources necessary to complete the Service Contract, unless explicitly stated in advance by the Platform User. Experts agree to respond to all Platform User communications and requests for information within 24 business hours. If the Expert will be unable to meet this requirement due to an absence, he/she/it is expected to notify the Platform User at least 1 week prior. After the completion of a Service Contract, the Platform User can provide timely, honest and objective feedback on the Expert.

  1. Billing and Payments

5.1 Fixed-Priced and hourly Agreements

Service Contracts on Bridgr Group can be organized on a Fixed-Price agreement or an Hourly agreement. Payments for Fixed-Price agreements and Hourly agreements would need to use Bridgr Group’s payment system to manage payments. Fixed-Price and Hourly agreements can be modified and extended as long as both the Platform User and Expert agree.

5.2 Disintermediation

Except pursuant to the Buyout Policy in Section 5.3 below, Platform Users shall make all payments relating to, or in any way connected with, a Service Contract (including, without limitation, bonuses) through the Bridgr Group Platform. Any action that encourages or solicits complete or partial payment outside of the Bridgr Group Platform is a violation of this Agreement.

Should a Platform User be found in violation of this section of this Agreement, it may result in a termination of their Bridgr Group account and the Platform User shall pay to Bridgr Group fees equal to the greater of :

  1. a) $2,500; or
  2. b) the applicable fees had the payments been processed through the Bridgr Group Platform plus 18%.

Platform Users shall immediately notify Bridgr Group if an Expert requests that Platform Users make a payment directly to it or through any channels other than those provided or specified by Bridgr Group. Experts shall not accept any payments relating to a Service Contract (including, without limitation, bonuses) from a Platform User directly or through any payment channels other than the Bridgr Group Platform. Experts shall immediately notify Bridgr Group if a Platform User attempts to make a payment to Expert directly or through any payment channels other than those provided or specified by Bridgr Group.

5.3 Buyout Policy

Notwithstanding the provisions set forth above, Platform Users and Experts may agree, with Bridgr Group’s prior written approval, to provide or receive Services outside of the Bridgr Group Platform with Platform Users and Experts identified through the Bridgr Group marketplace, but only on the terms set forth in this Section.

If the Services are rendered more than [two (2) years] after the Platform User identifies the Expert through the Bridgr Group Platform, no Bridgr Group Fees or buyout provisions apply. If Services are rendered outside of the Bridgr Group Platform less than [two (2) years] after the Platform User identifies the Expert through the Bridgr Group Platform, payments for such Services will not be subject to the Bridgr Group Fees, provided that the Platform User pays Bridgr Group a “Buy-Out” fee in accordance with the procedure set forth below:

Prior to projecting outside of the Bridgr Group Platform to receive Services from a Platform User and Expert identified through the Bridgr Group Platform, the Platform User will notify Bridgr Group in writing of its intent to pay the Buy-Out fee in lieu of paying through the Bridgr Group Platform.

Together with such notice, the Platform User will pay or authorize Bridgr Group to deduct from its account the greater of: (i) fifteen percent (15%) of the original service contract budget that has been approved on Bridgr Group; or (ii) $2,500.

5.4 Service Protection

In the off-chance that things go wrong, Bridgr Group is committed to using its commercially reasonable efforts to correct the issue with Service Protection. Bridgr Group Service Protection covers all Service Contracts, big and small. At Bridgr Group’s sole discretion, it may withhold the following amounts for the Platform User and/or Expert, and disburse such funds as it in its sole discretion determines, without any liability:

100% of the service contract budget for incomplete work,

75% of the service contract budget if the quality of the work is not up to Bridgr Group standards,

30% of the service contract budget for delays between either party,

20% of the service contract budget for language tone between either party.

For purposes of the Service Protection, we cannot review project parts already marked as complete by both parties, work completed outside of the Service Contract, and work completed where funding has not been transferred in Bridgr Group.

Bridgr Group Service Protection is determined by the following timeline:

Both Platform User and Bridgr Group Expert provide a compensation estimate (how much they think is owed) to Bridgr Group Support support@bridgr.co in writing.

Both Platform User and Bridgr Group Expert provide any supporting documents that describe the specific service contract part being reviewed. Supporting documents include Service Contracts, Bridgr Group internal messages, chats, conversations, emails and other documents you deem relevant. We require all supporting documents to be sent within 7 days, after which no additional evidence can be accepted. All supporting documents need to be related to the specific service contract part being reviewed.

Bridgr Group will dedicate a third-party reviewer (from within Bridgr Group or outside of Bridgr Group), that has not had any relationship with the Platform User and Bridgr Group Expert, for their specific Service Contract and that has appropriate ability to perform the review of the project. Bridgr Group takes things like delays, incomplete work, work quality and language tone into consideration to determine allocation of compensation. Bridgr Group’s third-party reviewer will come to a conclusion within 14 days.

Bridgr Group’s Service Protection resolutions are final, non-reversible, and Bridgr Group shall not be liable to either of the parties.

5.5 Payment accounts

Each Expert must properly discharge and credit its Platform User for all payments Bridgr Group receives from such Platform User. Each User understands and agrees that:

◦ The transmission of funds in the manner described herein is not a separate and discrete service that Bridgr Group provides in addition to its Bridgr Group Platform services. Rather, transmission of funds in an auditable manner is an integral part of the Bridgr Group Platform services that Bridgr Group is providing.

◦ The Bridgr Group payment account is a custodial account administered by Bridgr Group to facilitate disbursement of the Platform User’s payment to the Expert.

◦ Bridgr Group acts as agent of the Expert and not as a trustee or fiduciary with respect to payments received through Bridgr Group. The duties of Bridgr Group as agent shall be entirely administrative and not discretionary save as expressly set forth herein.

◦ Bridgr Group holds funds delivered to it in a commingled account at a bank, and may include in the titling of that account “Bridgr Group for the benefit of others” or similar words. Bridgr Group will not voluntarily make your funds available to its creditors in the event of bankruptcy.

◦ You agree that you will not receive interest or other earnings on the funds that Bridgr Group handles as your agent and places in commingled accounts. In consideration for your use of the Bridgr Group Platform, you irrevocably transfer and assign to Bridgr Group any ownership right that you may have in any interest that may accrue on funds held in commingled accounts. This assignment applies only to interest earned on your funds, and nothing in this Agreement grants Bridgr Group any ownership right to the principal of the funds you maintain with Bridgr Group. In addition to or instead of earning interest on commingled accounts, Bridgr Group may receive a reduction in fees or expense charged for banking services by the banks that hold your funds.

◦ In the event of any dispute regarding the amounts held by Bridgr Group, Bridgr Group shall have the right (in addition to all other rights it may have) to deposit all funds held pursuant to this Agreement into the courts of Quebec.

Additionally, in the event that a Platform User and Expert cannot agree upon whether a project (including but not limited to a Fixed-Price or Hourly Project) has been completed, and one of such parties advises Bridgr Group that there is a dispute in that regard, then Bridgr Group may determine if the project has been substantially completed and release the funds it holds to either the Platform User and/or Expert, as it deems appropriate, in its sole and absolute discretion, and without any liability of Bridgr Group to any party whatsoever. Platform User and Expert do hereby irrevocably authorize Bridgr Group to determine whether the service contract has been completed, and to disburse the amounts it is holding on behalf of Expert and Platform User as it so determines to the party that it so determines.

5.6 Non-payment

If a Platform User fails to pay amounts due under this Agreement, whether by cancelling a Platform User’s credit card, initiating an improper chargeback, or any other means, any work-in-progress will be stopped. Without limiting other available remedies, a Platform User must reimburse the Expert for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law. In its discretion, an Expert may setoff amounts due against other amounts received from or held for the Platform User, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

5.7 Hold on funds

Bridgr Group reserves the right, in its sole discretion, to place a hold on funds for a Platform User’s payments to clear or if Bridgr Group suspects monies may be subject to charge back or if fraud is suspected. Bridgr Group will release a hold as soon as deemed appropriate. In cases of fraud, abuse or violation of this Agreement, the Bridgr Group payment guarantee shall be revoked and all monies in a Bridgr Group account may be held and/or reclaimed, not just those from the service contract(s) under investigation.

5.8 Agencies and Agency Experts

An “Agency” is an organization seeking to make money on Bridgr Group by selling the Services of Agency Experts. An “Agency Expert” is an Expert under agreement to do work on the Bridgr Group Platform on behalf of an Agency. An Agency must have a manager responsible for the actions of all its Experts, including its Agency Experts, administrators in charge of maintaining the Agency’s finances, roster, and profile, and staffing managers in charge of finding and supervising Projects. One Agency Expert may serve in all or multiple roles. Every person who will do work for an Agency must have an individual Expert account and Expert profile associated with that person’s Agency on Bridgr Group. If an Agency Expert is no longer working for an Agency, the Agency may not use the Expert’s profile in any way. Experts leaving an Agency must contact the Agency Manager to remove their association. Agencies may not refuse to release an Agency Expert. When leaving the Agency, Agency Experts keep their profiles. Their histories are meant to reflect work done by them. The Agency’s work will retain the projects of Experts who have since left the Agency. An Agency that requests the immediate suspension of an Expert must provide the documents and supporting legal authority that prove, to Bridgr Group’s satisfaction, that the Expert has breached a non-compete agreement or a Bridgr Group policy.

5.9 Enforcement of User Agreement and Policies

Bridgr Group has the right, but not the obligation, to suspend or cancel your access to the Bridgr Group Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting Bridgr Group’s other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the Bridgr Group Platform to you if: (i) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (ii) we are unable to verify or authenticate any information you provide to us; or (iii) we believe that your actions may cause legal liability for you, our Platform Users and Experts or for Bridgr Group. Once suspended or terminated, you MAY NOT continue to use the Bridgr Group Platform under a different account or reregister under a new account. If you attempt to use the Bridgr Group Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment methods to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your Platform User or Expert account is cancelled, you may no longer have access to any parts of the Bridgr Group Platform, including data, messages, files and other material you keep on Bridgr Group. All intellectual property provided by Platform Users for the purposes of completing service contracts will be returned by Experts immediately upon termination.

  1. Terms for Platform Users and Experts

Platform Users and Experts agree that all Service Contracts between any Platform User and Expert shall: (i) include the terms and conditions provided in Sections 6.1 through 6.10 below (“Standard Terms”); (ii) name Bridgr Group as an express third party beneficiary under the Service Contracts (but not as a party to that agreement); and (iii) make no representations or warranties or enter into any service contracts on behalf of Bridgr Group. Platform Users and Experts may agree to additional terms in their Service Contract materially different than the Standard Terms; however, nothing in such Service Contract will in any way limit or modify Bridgr Group’s rights.

6.1 Services

Experts shall perform services in a professional and workmanlike manner. Under Fixed-Price and Hourly Service Contracts, Experts shall deliver the agreed-upon work from the Service Contract.

6.2 Agency

Experts and Agency agree and acknowledge that an Agency’s employees or project personnel are not employees of Bridgr Group or employees of Platform Users. Agency is solely responsible for all wages, costs, and expenses of Agency’s employees or project personnel and has the sole and exclusive right to supervise and control them. Neither Platform Users, nor Bridgr Group, will require Agency’s project personnel to devote full time to performing the service contracts entered into by Agency as required by this Agreement. Furthermore, both Experts and Agency acknowledge and agree that neither it, nor any of its employees or agents, shall have any claim under this Agreement for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits of any kind from Bridgr Group or Platform Users.

6.3 Fees

Platform Users shall pay Experts the agreed-upon fees for delivery and acceptance of the work in the Service Contract. All amounts paid by a Platform User shall be paid through the Bridgr Group Platform to Bridgr Group as the Expert’s agent, and a Platform User’s obligation of payment to an Expert is met when payment is made to Bridgr Group.

6.4 Termination of a Service Contract

Platform Users may terminate at any time but may not recover any payments made to the Expert unless mutually agreeable. The Expert may terminate an agreement at any time if no payment has been made. If a payment has been made on a service contract, the Expert may terminate only with written agreement from the Platform User or after the payment has been refunded.

6.5 Platform User owned items

Platform Users grant Experts a limited, non-exclusive, revocable (at any time, at Platform User’s sole discretion) right to use the Platform User Owned Items as necessary for the performance of the services. Platform Users reserve all other rights and interest, including, without limitation, all Proprietary Rights, in and to the Platform User Owned Items. Upon completion or termination of the Service Contract, or upon written request by the Platform User, Experts shall immediately return all Platform User Owned Items to the Platform User and further agrees to purge all copies of Platform User Owned Items and work contained in or on Expert’s premises, systems, or any other equipment otherwise under Expert’s control. Experts agree to provide written certification to the Platform User certifying the return or purging of Platform User Owned Items within ten (10) days after the receipt of the Platform User’s written request to certify.

6.6 Work Product

Any copyrightable works or works for hire prepared by Expert in connection with a project for a Platform User shall be owned by the Expert until payment has been made by the Platform User and accepted by the Expert. If the Platform User pays an amount less than the amount agreed to in the Service Contract, the Expert may refund the amount paid within two (2) weeks of the payment date and retain ownership of the Work.

To the extent that under applicable law, Proprietary Rights cannot be assigned, Expert hereby irrevocably agrees to grant, and hereby grants, to the Platform User an exclusive (excluding the Expert), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Work in any manner now known or in the future discovered.

To the extent such license grant is not fully valid, effective or enforceable under applicable law, Expert hereby irrevocably agrees to grant, and hereby grants, to the Platform User, such rights as the Platform User reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership. In order to ensure that the Platform User will be able to acquire, perfect and use such Proprietary Rights, Expert will: (i) transfer possession, ownership, and title to media, models, and other tangible objects containing Work to the Platform User; (ii) sign any documents at the Platform User’s request to assist the Platform User in the documentation, perfection and enforcement of its rights; and (iii) provide the Platform User with support and reasonable access to information for recording, perfecting, securing, defending, and enforcing such Proprietary Rights. Expert also irrevocably authorizes the Platform User to act and sign on Expert’s behalf and take any necessary steps in order to perfect the Platform User’s rights under this Agreement.

In the case that under applicable law, Expert retains any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”) or other inalienable rights to Work or Confidential Information under this Agreement, Expert irrevocably agrees to waive and renounce, and hereby waives and renounces, in favour of the Platform User, all such rights, or, to the extent Expert cannot waive such rights, Expert agrees not to exercise such rights, until Expert has provided prior written notice to the Platform User and then only in accordance with any reasonable instructions that the Platform User issues in the interest of protecting its rights. Expert agrees to assist the Platform User in every proper way to obtain and enforce the Proprietary Rights and other legal protections for the Work in any and all countries. Expert will sign all documents that the Platform User may reasonably request for use in obtaining and enforcing such protection, including, but not limited to, any assignment deed which the Platform User may select at its sole discretion. Expert’s obligations under this Section 6.6 will continue even after Expert deregisters from or ceases use of the Bridgr Group Platform. Expert appoints the Platform User as Expert’s attorney-in-fact to execute documents on Expert’s behalf for the purposes set forth in this Section 6.6.

6.7 Pre-existing Intellectual Property in Work Product

Expert shall ensure that no Work created or delivered by Expert includes any pre-existing software, technology, Proprietary Rights or other intellectual property, whether such pre-existing intellectual property is owned by Expert or a third party including, without limitation, code written by proprietary software companies or developers in the open source community (collectively “Pre-existing IP”) without obtaining the prior written consent of the Platform User to the inclusion of such Pre-existing IP in the Work. Expert acknowledges that, without limiting any other remedies, Expert shall not be entitled to payment for, and shall refund any payments made to Expert for, any services performed on a project if the Work contains any Pre-existing IP that was not approved in accordance with this Section 6.7.

6.8 Worker classification

Platform User assumes all liability for proper classification of workers as independent contractor or employees based on applicable legal guidelines. This Agreement does not create a partnership or agency relationship between the Platform User and Expert. Expert does not have authority to enter into written or oral — whether implied or express — service contracts on behalf of the Platform User.

Expert acknowledges that Bridgr Group does not, in any way, supervise, direct, or control Expert’s work or services performed in any manner. Bridgr Group does not set Expert’s work hours and location of work. Bridgr Group will not provide Expert with training or any equipment, labor or materials needed for a particular project.

Bridgr Group will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Platform User and Expert will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Expert’s performance of Services.

For service contracts classified as independent contractor relationships, the Platform User may not require an exclusive relationship between the Platform User and Expert. An Expert classified as independent contractor is free at all times to provide Services to persons or businesses other than the Platform User, including any competitor of the Platform User.

Platform User and Expert agree to indemnify, hold harmless and defend the Indemnified Parties (as hereinafter defined) from any and all claims arising out of or related to their Service Contract, including but not limited to claims that Expert was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Expert was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that Bridgr Group was an employer or joint employer of Expert, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits.

6.9 Audit Rights

Platform User and Expert each shall: (i) create and maintain records to document to Bridgr Group’s satisfaction of its obligations under this Agreement and any Service Contract, including without limitation its payment obligations and compliance with tax laws, and (ii) provide copies of such records to Bridgr Group upon request. Bridgr Group, or Bridgr Group’s advisors or agents, shall have the right, but not the obligation, to routinely, but no less frequently than annually, audit Expert’s operations and records to confirm compliance. Nothing in this provision should be construed as providing Bridgr Group with the right or obligation to supervise or monitor the actual services performed by the Expert.

6.10 Entire Agreement

The terms and conditions set forth in this Section 6 and any additional or different terms expressly agreed by the Platform User and Expert shall constitute the entire agreement and understanding of the Platform User and Expert with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them. Notwithstanding the foregoing, the Platform User and Expert shall always remain subject to the terms of this Agreement.

  1. Acknowledgements by Platform Users and Experts of Bridgr Group’s role

7.1 Service Contracts

Platform Users and Experts expressly acknowledge, agree and understand that: (i) the Bridgr Group Platform is merely a venue where Platform Users and Experts may cooperate together; (ii) Bridgr Group is not a party to any Service Contracts between Platform Users and Experts; (iii) Platform Users and Experts recognize, acknowledge and agree that Platform Users and Experts are not employees of Bridgr Group and that Bridgr Group does not, in any way, supervise, direct, or control Work or services; (iv) Bridgr Group shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by Platform Users and Experts; (v) Bridgr Group has no control over Experts or over the Work promised or rendered by Experts; and, (vi) Bridgr Group makes no representations as to the reliability, capability, or qualifications of any Expert or the quality, security or legality of any Work, and Bridgr Group disclaims any and all liability relating thereto.

7.2 Proprietary Rights

Bridgr Group and its licensors reserve all Proprietary Rights in and to the Bridgr Group Platform and Bridgr Group. Platform Users and Experts may not use the Bridgr Group Platform except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement and on the terms set out in the Service Contract. Bridgr Group reserves the right to withdraw, expand and otherwise change the Bridgr Group Platform at any time in Bridgr Group’s sole discretion. Platform Users and Experts shall not be entitled to create any “links” to the Bridgr Group Platform, or “frame” or “mirror” any content contained on, or accessible through, the Bridgr Group Platform, on any other server or internet-based device. Bridgr Group alone (and its licensors, where applicable) shall own all right, title and interest, including all related Proprietary Rights, in and to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Bridgr Group Platform and Bridgr Group. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Bridgr Group Platform and Bridgr Group, or any Proprietary Rights owned by Bridgr Group. Bridgr Group’s name, logo, and the product names associated with Bridgr Group or the Bridgr Group Platform are trademarks of Bridgr Group or third parties, and no right or license is granted to use them.

7.3 Bridgr Group’s Compensation

All Bridgr Group Fees are non-refundable, whether or not Service Contracts were satisfactorily completed.

8 Fees & Payments

8.1 Formal Invoices and Taxes

Bridgr Group shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Expert fees. Instead, Experts shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Experts fees and for issuing any invoices so required. Experts shall also be solely responsible for: (i) determining whether Experts or Bridgr Group is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Expert fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Bridgr Group, as appropriate; and (ii) determining whether Bridgr Group is required by applicable law to withhold any amount of the Expert fees, notifying Bridgr Group of any such requirement and indemnifying the Indemnified Parties (either by permitting Bridgr Group to offset the relevant amount against a future payment of Expert fees or by refunding to Bridgr Group the relevant amount, at Bridgr Group’s sole discretion) for any requirement to pay any withholding amount to the appropriate authorities. Bridgr Group shall have the right, but not the obligation, to audit and monitor Expert’s compliance with applicable tax laws as required by this Section.

Further, in the event of an audit of Bridgr Group, Expert agrees to promptly cooperate with Bridgr Group and provide copies of Expert’s tax returns, and other documents as may be reasonably requested for purposes of such audit.

8.2 Billing Platform User

For Fixed-Price and Hourly Services Contracts, the Platform User is billed immediately.

8.3 Payment

 Platform User hereby authorizes Bridgr Group (and its Payment Processor) to run credit card authorizations on all credit cards provided by the Platform User, to store credit card details as Platform User’s method of payment for Work, and to charge the Platform User’s credit card (or any other form of payment authorized by Bridgr Group or mutually agreed to between the Platform User and Bridgr Group).

  1. Confidential Information

9.1 Confidentiality

To the extent a Platform User or Expert provides Confidential Information to the other and/or to Bridgr Group, the recipient shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not: (i) disclose Confidential Information to anyone except, in the case of Bridgr Group, to any Platform User or Expert engaged in a service contract; and (ii) use the Confidential Information, except as necessary for the performance of Work for the relevant service contract (including, without limitation, the storage or transmission of Confidential Information on or through Bridgr Group Platform for use by Expert).

9.2 Return

If and when Confidential Information is no longer needed for the performance of Work for the relevant service contract, or at the Platform User’s or Expert’s written request (which may be made at any time at Platform User’s or Expert’s sole discretion), the Platform User or Expert (as the case may be) shall promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Each of Platform User or Expert, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this Section 9.2 within ten (10) days after the receipt of disclosing party’s written request to certify.

9.3 Publications

Without limiting Section 9.1 (Confidentiality), the Platform User, Expert and Bridgr Group shall not publish, or cause to be published, any Confidential Information or Work, except as may be necessary for performance of Work for a relevant service contract.

  1. Warranty Disclaimer

NOTWITHSTANDING ANYTHING ELSE STATED ON THE BRIDGR GROUP PLATFORM (INCLUDING WITHOUT LIMITATION ON THE SITE) OR BY ANY OF BRIDGR GROUP’S REPRESENTATIVES, BRIDGR GROUP MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, SAFETY, ACCURACY OR COMPLETENESS OF THE SERVICES, WORK PRODUCT, BRIDGR GROUP PLATFORM, QUALITY OR CAPACITY OF THE PLATFORM USER OR EXPERT, OR ANY ITEMS OR ACTIVITIES RELATING TO THIS AGREEMENT (COLLECTIVELY THE “DISCLAIMED ITEMS”). BRIDGR GROUP DOES NOT REPRESENT OR WARRANT THAT (i) THE USE OF THE BRIDGR GROUP PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA, (ii) THE DISCLAIMED ITEMS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (iii) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF THE DISCLOSED ITEMS, AS WELL AS ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE BRIDGR GROUP PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (v) ERRORS OR DEFECTS IN THE DISCLAIMED ITEMS WILL BE CORRECTED, OR (vi) THE BRIDGR GROUP PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE DISCLAIMED ITEMS ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY AND MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY BRIDGR GROUP. BRIDGR GROUP MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE DISCLAIMED ITEMS, AS WELL AS ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE DISCLAIMED ITEMS. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF THE DISCLAIMED ITEMS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

BRIDGR GROUP’S PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. BRIDGR GROUP IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES OF WHATSOEVER NATURE RESULTING FROM SUCH PROBLEMS.

  1. Limitation of Liability

IN NO EVENT SHALL BRIDGR GROUP’S AGGREGATE LIABILITY EXCEED THE GREATER OF: (i) CDN $2,500; AND (ii) ANY BRIDGR GROUP FEES RETAINED BY BRIDGR GROUP WITH RESPECT TO SERVICES CONTRACTS ON WHICH PLATFORM USER AND EXPERT WAS INVOLVED AS PLATFORM USER OR EXPERT DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. IN NO EVENT SHALL BRIDGR GROUP BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). BRIDGR GROUP SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE DISCLAIMED ITEMS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE BRIDGR GROUP PLATFORM OR AS TO THE QUALITY OR CAPACITY OF THE PLATFORM USER OR EXPERT, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE BRIDGR GROUP PLATFORM OR IS REFERRED BY BRIDGR GROUP OR THE BRIDGR GROUP PLATFORM, EVEN IF BRIDGR GROUP HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING THE SERVICES AND WORK OFFERED VIA THE BRIDGR GROUP PLATFORM RESTS SOLELY WITH YOU. WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY SUCH PLATFORM USER OR EXPERT OR OTHER THIRD PARTIES AND YOU EXPRESSLY WAIVE AND RELEASE BRIDGR GROUP FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE BRIDGR GROUP PLATFORM, OR IN ANY WAY RELATED TO THE PLATFORM USER, EXPERT OR THIRD PARTIES INTRODUCED TO YOU BY THE BRIDGR GROUP PLATFORM, OR WITH RESPECT TO THE PERFORMANCE OF ANY OBLIGATIONS WITH ANY PLATFORM USER AND EXPERT, AS WELL AS ALL LOSSES RELATING THERETO.

  1. Indemnification

12.1 Proprietary Rights

Each Platform User and Expert shall indemnify, defend and hold harmless Bridgr Group and its subsidiaries and affiliates, and each of their shareholders, directors officers, agents, employees, representatives and agents (each an “Indemnified Party”, and collectively the “Indemnified Parties”)) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any Work, Services or action or omission by such Platform User or Expert infringes Proprietary Rights or other rights of any third party.

12.2 Indemnification by Platform User

Each Platform User shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to: (i) such Platform User’s use of Services, including without limitation claims by or on behalf of any Expert for Worker’s Compensation or unemployment benefits; (ii) any Service Contract entered into between such Platform User and an Expert; or (iii) any breach of their obligations set forth herein.

12.3 Indemnification by Expert

Each Expert shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to: (i) such Expert’s provision of Services, (ii) any Service Contract entered into between such Expert and a Platform User; or (iii) any breach of their obligations set forth herein.

12.4 Extended Meaning

Any indemnity in favour of Bridgr Group, and any release of Bridgr Group, shall also be construed as being an indemnity or release, as the case may be, of the Indemnified Parties.

12.5 Dispute Resolution and Governing Law

This Agreement and any action, dispute, controversy or claim related thereto will be governed by the laws of the Province of Quebec without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action in relation to this Agreement will be the District of Montreal and each of the parties hereto waives any objection to jurisdiction and venue in such courts. However, in the event of the actual or threatened infringement, misappropriation or violation of Bridgr Group’s Proprietary Rights, Bridgr Group may, at its discretion, institute legal proceedings in any jurisdiction (s) which is (are) deemed necessary or advisable.

12.6 Independent Legal Advice

You acknowledge that Bridgr Group is not providing any legal advice, and that you have been afforded an opportunity to obtain independent legal advice with respect to this Agreement and the Service Contracts, and that you understand the nature and the consequences of this Agreement and the service agreement.

  1. Term and Termination

13.1 Term

The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with Section 13.2 below.

13.2 Termination

Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending User’s account), provided, that any such termination for convenience shall not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement shall continue to apply with respect to such Service Contracts.

13.3 Consequences of Termination

Termination shall not relieve Platform User of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be invoiced to the Platform User following termination pursuant to Section 8.2 (Billing Platform User), and charged to the Platform User’s credit card or other form of payment pursuant to Section 8.3 (Payment). All terms set forth herein which by their nature survive termination shall survive the termination of this Agreement, including, but not limited to, the provisions of Articles 10, 11, and 12 (and any indemnity or release set forth elsewhere in this Agreement).

  1. All the Rest

14.1 Entire Agreement

This Agreement sets 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.

14.2 Side Agreements

Section 14.1 notwithstanding, Platform Users and Experts may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.), but which for greater certainty Bridgr Group will not be a party to. The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand Bridgr Group’s obligations or restrict Bridgr Group’s rights under this Agreement.

14.3 Compliance

Platform Users and Experts shall not violate any laws or third party rights on or related to the Bridgr Group Platform. Without limiting the generality of the foregoing, Platform Users and Experts agrees to comply with all applicable import and export control laws and third parties’ Proprietary Rights.

14.4 Notices: Consent to Electronic Notice

You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the Bridgr Group Platform. Notices hereunder shall be invalid unless made in writing and given (a) by Bridgr Group via email (in each case to the address that you provide), (b) a posting on the Bridgr Group Site or (c) by you via email to support@bridgr.co or to such other addresses as Bridgr Group may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

14.5 Modifications

No modification or amendment to this Agreement shall be binding upon Bridgr Group unless in a written instrument signed by a duly authorized representative of Bridgr Group. For the purposes of this Section 14.5, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.

14.6 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 shall 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.

14.7 Assignability

Platform Users and Experts may not assign this Agreement, or any of its rights or obligations hereunder, without Bridgr Group’s prior written consent in the form of a written instrument signed by a duly authorized representative of Bridgr Group (and, for the purposes of this Section 14.7, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). Bridgr Group may freely assign this Agreement without consent of User. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

14.8 Severability

If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall 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. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

14.9 Language

The parties hereto acknowledge that they have requested and are satisfied that this Agreement be drawn up in English; Les parties aux présentes reconnaissent qu’elles ont exigé que ce contrat soit rédigé en anglais et s’en déclarent satisfaites.

The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.

  1. Definitions

“Confidential Information” means Platform User or Expert Owned Items, Work, and any other information provided to, or created by, a Platform User or Expert for a service contract, regardless of whether in tangible, electronic, verbal, graphic, visual or other form. Confidential Information does not include material or information that:

(a) is generally known by third parties as a result of no act or omission of Expert or Platform User;

(b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information;

(c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or

(d) was independently developed by Platform User or Expert without use of Confidential Information.

“Effective Date” means the date of acceptance of this Agreement.

“Fixed-Price” means a fixed fee agreed between a Platform User and an Expert, prior to the commencement of a Service Contract, for the completion of all Services requested by Platform User for such Project.

“Fixed-Price Project” means a Service Contract for which Platform User is charged a Fixed-Price.

“Hourly Project” means a Service Contract for which Platform User is charged an hourly price.

“Expert” means any company or individual User utilizing the Bridgr Group Platform to offer Services to Platform Users.

“Expert fees” means:

(a) for a Fixed-Price or hourly service contract, the Fixed-Price or hourly retainer; and

(b) any bonuses paid or other payments made by a Platform User for a service contract.

“Expert Owned Items” means instructions, requests, intellectual property and any other information or materials that a Platform User receives from an Expert for a particular service contract.

“Service Contract” means a particular Service Contract or set of ongoing tasks for which a Platform User has requested Services to be performed by an Expert and the Expert has agreed on the Bridgr Group Platform.

“Platform User” means any User utilizing the Bridgr Group Platform to request Services to be performed by an Expert.

“Platform User Owned Items” means instructions, requests, intellectual property and any other information or materials that an Expert receives from a Platform User for a particular service contract.

“Proprietary Rights” means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.

“Services” means consulting service, web development, software development, writing, translation, administrative, marketing, design customer service, sales, data entry, general business services and other knowledge-based or online services.

“Work” means any tangible or intangible results or deliverables that Expert agrees to create for, or actually delivers to, Platform User as a result of performing the Services on a particular Service Contract, including, but not limited to, process, workflow, configurations, computer programs or other information, or customized hardware, and any intellectual property developed in connection therewith.

 

If you have any questions or comments concerning these Terms you can always contact us at support@bridgr.co