Terms of Service.
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF AN ENTITY OR ORGANIZATION, YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE ALL NECESSARY PERMISSIONS AND AUTHORITY TO AGREE TO THESE TERMS AND TO BIND SUCH ENTITY OR ORGANIZATION TO THESE TERMS.
TO USE THE PLATFORM AND SERVICES, YOU WILL BE REQUIRED TO PROVIDE CERTAIN INFORMATION SUCH AS YOUR NAME, ADDRESS, COMPANY NAME (IF APPLICABLE), TELEPHONE NUMBER, EMAIL ADDRESS, AND CERTAIN CREDIT CARD DETAILS OR PAYMENT INFORMATION. ALL CREDIT CARD INFORMATION OR OTHER PAYMENT PROCESSING CREDENTIALS WILL BE HELD BY A THIRD-PARTY PAYMENT PROCESSING SERVICE USED BY BRIEFBID.
1. THE SERVICES
1.1 BriefBid. BriefBid is a software-as-a-service platform (the “Platform”) that streamlines and centralizes the Request for Proposal (“RFP”) vetting process. BriefBid provides a Platform that enables individuals and/or legal entities searching for online ad campaign services (the “Media Buyer”) to create and publish RFPs in order to invite proposals from advertising platforms (the “Vendor”). The Platform then provides a summary of relevant Vendors, including their proposals, to the Media Buyer, who can evaluate and select the most suitable Vendor for the campaign (collectively, the “Services”).
1.2 Posting RFPs. Users seeking advertising services may register for a BriefBid Account, defined in Section 2.2, as a Media Buyer. By using the Platform as a Media Buyer, the User agrees that any RFP posted by the User will be available exclusively to Users of the Platform who have accepted these Terms. In specific cases, Media Buyers may require Vendors to fully execute an appropriate non-disclosure agreement prior to submitting a Proposal. Once the RFP is posted, a Vendor may submit a proposal through the Platform. The Media Buyer will be notified through the Platform that they have received a proposal. The Media Buyer may accept or deny any of the proposals submitted to them. If a Media Buyer chooses to accept a proposal, they must upload a signed document representing the commitment from the Vendor to run an ad campaign for the benefit of the Media Buyer to the BriefBid Platform (the “Insertion Order”). Subject to Section 4.2, once the insertion order has been uploaded, the particulars of the ad campaign, including the contractual agreement, are handled exclusively by the Media Buyer and the Vendor.
1.3 RFPs. When creating a RFP through the BriefBid Platform, Media Buyers must include (i) key objectives, (ii) flight dates, (iii) audience descriptions, (iv) key performance indicators (“KPI”), (v) price range, and (vi) any other information that is pertinent for the purposes of the RFP. The Media Buyers are solely responsible for setting the parameters of the price range at their own risk. Media Buyers cannot alter their price range once set in the RFP. Media Buyers are responsible for ensuring that their information is always up-to-date and current. BriefBid may, without prior notice, remove any advertisement or information that is misleading or otherwise violates these Terms.
1.5 Submitting Proposals. To submit responses to RFPs (the “Proposals”), a Vendor must have registered a valid BriefBid Account as defined in Section 2.2. In order to submit Proposals, Users must provide the following information to Intuit Quickbooks (a third-party online payment platform used by BriefBid): (i) payment information, (ii) first and last name, (iii) name of the company, (iv) address, and (v) email. Once this information provided is verified, Vendors may submit proposals to Media Buyers through the BriefBid Platform. By using the Platform as a Vendor, the User agrees that any information contained in the RFP posted by the Media Buyer will remain confidential. Vendors are prohibited from contacting the clients mentioned in the RFPs directly, without express permission from the Media Buyer. If a potential Media Buyer is interested in a Proposal, the Media Buyer may accept it through the Platform. Once the Vendor has submitted a price in their Proposal, the Vendor may not request that the Media Buyer pay a higher price than indicated in their Proposal. Upon completion of the ad campaign, the Media Buyer must upload to BriefBid platform campaign performance and the total amount spent in the agreed upon currency. The data is used for billing purposes and to improve user experience.
1.6 Contractual Agreement. BOTH THE MEDIA BUYERS AND THE VENDORS ARE RESPONSIBLE FOR ESTABLISHING THE PARTICULARS OF THEIR CONTRACTUAL SERVICE AGREEMENT. BRIEFBID IS NOT A PARTY TO THE AGREEMENT AND SHALL HAVE NO LIABILITY FOR ANY VIOLATIONS OF THE CONTRACTUAL SERVICE AGREEMENT AS BETWEEN THE MEDIA BUYERS AND THE VENDORS.
1.7 Ad Campaign Payment Fees. Media Buyers shall pay Vendors directly for the ad campaign fees and services. Vendors are then responsible for the payment of Transaction Fees to BriefBid, as defined in Section 4 herein.
2. REGISTRATION AND ACCOUNTS
3.1 Use of Platform. By interacting with the BriefBid Platform, or by creating an Account, Users agree to do so at their own risk. BriefBid cannot be responsible for the actions of other users, individuals, businesses, associations, entities, or groups.
3.2 Accuracy of Users and Listings. BriefBid has no control over the conduct of our Users or over the accuracy of any information posted by Users on BriefBid. BriefBid cannot guarantee the true identity of any Users. Users have the responsibility to determine the identity/suitability of any person contacted by means of the Platform. BriefBid does not endorse any persons who use or register for the Platform. BriefBid does however reserve the right to verify the identity of Users. BriefBid is not responsible for false or misleading information posted through BriefBid. BriefBid cannot be held responsible or liable for any damages arising from Users’ use of the Platform.
4. FEES AND PAYMENT TERMS
All payments of Transaction Fees, as defined in Section 4.2, made through the BriefBid Platform are processed by Stripe and Intuit Quickbooks, third-party platforms. All invoices shall be sent to the Vendors via email. Users will be permitted to make payments with a credit card through the Intuit Quickbooks email invoice or through BriefBid platform. Users who wish to make payments via direct deposit may be permitted by BriefBid to do so through their bank. Direct deposit information will be provided on the Intuit Quickbooks invoice. By providing your Billing Information, Users consent to BriefBid to make a pre-authorization charge. Once Billing Information has been verified, the pre-authorization on the card will be removed. It may take a few business days for the funds to be available again, depending on the credit card provider. Please note that BriefBid is not responsible for fees by credit card providers or financial institutions which relate to use of the Services.
4.2 Transaction Fees. BriefBid charges Vendors Transaction Fees for any transactions made through the Platform (collectively “Transaction Fees”) in consideration use of the BriefBid platform. By completing transactions through the Platform, the Vendor agrees to pay all Transaction Fees quoted to the Vendor at the time of the transaction.
4.3 Taxes. Transaction Fees and other fees for purchases made through the Platform do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including sales, value-added, goods and services, harmonized, use or withholding taxes (collectively, “Taxes”). Vendors are responsible for paying all Taxes associated with its activities under this Agreement, excluding taxes based on BriefBid’s net income. If BriefBid has a legal obligation to pay or collect Taxes for which the Vendor is responsible under this section, the appropriate amount shall be invoiced to and paid by the Vendor, unless the Vendor provides BriefBid with a valid tax exemption certificate authorized by the appropriate taxing authority. If the Vendor is required to withhold tax from any payments due to BriefBid, Vendor shall gross up any payments made to BriefBid so that BriefBid receives the full amount due after such withholding. If it is subsequently determined that Taxes should have been paid in respect to any fees under this Agreement, then Vendor shall be liable for any such amounts and (in BriefBid’s discretion) shall pay BriefBid for the equivalent amount that BriefBid is required to pay to the applicable tax/revenue/enforcement authorities.
5. LICENSE; INTELLECTUAL PROPERTY
5.1 License. Users are granted a non-transferable, non-exclusive, license to access and use the Platform and Services. This license is subject to Users’ compliance with these Terms and Users’ payment of any fees owed hereunder.
5.2 Reservation of Rights. Both the Platform and all materials contained therein (or transferred thereby), including, but not limited to, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “BriefBid Content”), as well as all intellectual property rights related thereto, are the exclusive property of BriefBid and the licensors of BriefBid. Using BriefBid Content for purposes not permitted by this Agreement is prohibited. Furthermore, except as explicitly provided, nothing in the Terms gives Users any right to use the BriefBid names, trademarks, logos or other distinctive brand features without prior written consent from BriefBid.
5.3 Feedback. Users may be invited to submit comments or ideas about the Website, Platform, and Services, including how to improve the Services or our products (“Feedback”). Users agree that their disclosure is gratuitous, unsolicited and without restriction. Such disclosure will not place BriefBid under any fiduciary or other obligation. BriefBid remains free to use the Feedback without any compensation and is furthermore free to disclose the Feedback to anyone.
5.4 User Content. BriefBid does not claim ownership of data, materials and/or content created, uploaded or otherwise transmitted by Users to the BriefBid platform (“User Content”). However, by using the Services and/or Platform, Users grant BriefBid a license to use, reproduce, collect, store, display and sublicense User Content for the purpose of operating the Services and otherwise in accordance with these Terms.
6.1 Platform Restrictions. In using the BriefBid Website and/or Services, Users shall not:
(a) intentionally or unintentionally violate any of these Terms, or any local, state, provincial, national or international law or regulation, including without limitation using the capabilities of the Services to transmit any unlawful content, to harass or intimidate others, to spam third parties or to impersonate anyone;
(b) license, sell, rent, lease, transfer, assign or otherwise commercially exploit the BriefBid Website, Platform or the Services;
(c) upload, post, email, transmit or otherwise make available any material that:
- is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
- you do not have a right to make available under any law or under a contractual relationship;
- infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
- is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- 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 or data or the Website or that of any Users or viewers of the Website or that compromises a User’s privacy; or
- contains any falsehoods or misrepresentations or create an impression that you know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
(d) or modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the BriefBid Website, Platform or any software provided by us;
(e) use our Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
(f) use automated scripts to collect information or otherwise interact with the Services or the Website; or
(g) advocate, encourage, or assist any third party in doing any of the foregoing.
6.2 Non-Circumvention. In using this Platform, Users agree that Users shall not use the Platform to request, make or accept RFPs and/or Proposals independent of this Platform, to circumvent any Transaction Fees or for any other reason. For greater certainty, Vendors shall not circumvent the Services to enter into a transaction with a Media Buyer in respect of any RFP published on the Platform.
7. USER CONDUCT
In using the Services as a User, Users agree to use best efforts to provide an enjoyable and safe experience for other Users. Moreover, the User agrees that they will not:
- Create any false dispute requests;
- Publish any false or inaccurate review or representation of another User or another User’s platform and/or service;
- Create more than two BriefBid Accounts for yourself or on behalf of another person or business;
- Create a posting on behalf of a legal entity for which you do not have the ability to enter into legally binding contracts;
- Solicit Users to join a third-party service that may or may not be a competitor of BriefBid;
- Use or steal another User’s post information to display or use in any type of way off of the BriefBid Platform;
- Intentionally mislead another user by acting as an individual that is not yourself or associate business without their permission;
- Post a RFP or Proposal with information that is false or misleading, including in the budget, key objectives, flight dates, audience descriptions, KPIs or other pertinent information
- use the Platform to commit any crime or otherwise break any applicable law;
- Use or promote the BriefBid platform to promote any illegal or violent activities;
- Discriminate against any other User, including refusing to interact with another user solely based on race, gender, sexual orientation, nationality, culture, and/or religion;
- Use the BriefBid Platform in any way to harm, disrespect, bully another User;
- Attempt to intentionally cause a poor experience for another User;
- Attempt to blackmail or extort another User for a personal gain or for the User’s downfall;
- “stalk” or harass any other User or collect or store any information about any other User other than for purposes of transacting with one another; or
- impersonate any person or entity or falsify or otherwise misrepresent yourself or your affiliation with any person or entity.
You agree to defend, indemnify and hold BriefBid, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable legal fees, made by a third party, relating to or arising from: (a) any content you create, submit, post, transmit, or otherwise make available through the Website, Platform or Services; (b) your use of the Website, Platform or Services; (c) any dealings between you and any persons whom you send or otherwise transmit links or any content to using the Service, including without limitation claims relating to misrepresentation; (d) any violation by you of these Terms; (e) your violation of any rights of another; or (f) your violation of any contract you enter into with another User of the Service. This obligation shall survive the termination or expiration of these Terms and/or your use of the Services.
9. TERM; TERMINATION
9.1 Termination by BriefBid. BriefBid may, at any time and for any reason or no reason, without prior notice, immediately suspend all or a portion of your Account and/or access to the Website, Platform or Services. Cause for such termination shall include, but not be limited to: (a) violations of the Terms, Code of Conduct, or any other policies or guidelines that are referenced herein and/or posted on the Website, Platform or through the Services; (b) discontinuance or material modification to the Services or any part thereof; (c) a request and/or order from law enforcement, a judicial body, or other government agency; (d) where provision of the BriefBid Website, Platform or the Services to you is or may become unlawful; (e) unexpected technical or security issues or problems; or (f) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by BriefBid in its sole discretion, and BriefBid will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Account and/or access to the Services.
9.2 Closing of Account by User. At any time, a User may terminate an Account, provided that all amounts owed to other Users and BriefBid have been paid.
10. THIRD-PARTY CONTENT
10.1 Advertisements. You acknowledge and agree that the Website may contain advertisements from both Service Providers and from other third parties. If you elect to have any business dealings with anyone whose products or services may be advertised on the Website, you acknowledge and agree that such dealings are solely between you and such third party and you further acknowledge and agree that BriefBid shall not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings.
10.2 Links. The Website and Platform may contain links to other websites that are not owned or controlled by BriefBid. In no event shall any reference to any third party, advertisement, third-party product or service be construed as an approval or endorsement by BriefBid of that third party, third-party product or service. BriefBid is not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website or Platform are subject to the terms and conditions of those websites and or services and you are responsible for determining those terms and conditions and complying with them. The presence on the Website or Platform of a link to any other website(s) or any advertisements does not imply that BriefBid endorses or accepts any responsibility for the content or use of such websites, and you hereby release BriefBid from all liability and/damages that may arise from your use of such websites or receipt of services from any such websites.
10.3 Service Providers. BriefBid uses third party integrations to make available the Platform and Services. We cannot control how third parties conduct their business or what happens to their business or network. We cannot and will not be responsible or liable for any breaches or outages to their network, software, or any technology that they use in connection with BriefBid.
11. SERVICE AVAILABILITY
BriefBid does not guarantee that the Service or any particular functionality will be available to Users at all times. BriefBid reserves the right to alter, suspend, or discontinue the Website, Platform or Services any time we see necessary without any formal notice. The Platform may be unresponsive for maintenance and security updates or changes. To optimize the User experience, we advise you to always have the most up to date version of the Application. Using an older version may cause you to have a poor experience because it is not supported by new features or new technology implemented in the Platform. BriefBid will not be responsible for any cellular data overages on your smartphone or tablet.
12. DISCLAIMER OF WARRANTIES AND CONDITIONS
THE WEBSITE, SERVICES AND PLATFORM ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. BRIEFBID SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND RELATING TO THE BRIEFBID WEBSITE, PLATFORM AND THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR MERCHANTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
ANY MATERIAL TRANSMITTED, STORED, ACCESSED OR OTHERWISE MAINTAINED THROUGH THE USE OF THE SERVICES IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM ANY SUCH USE OF THE WEBSITE, PLATFORM OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BRIEFBID OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.
13. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL BRIEFBID BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (A) YOUR USE OF OR YOUR INABILITY TO USE THE BRIEFBID WEBSITE, PLATFORM OR THE SERVICES, (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (C) ERRORS, MISTAKES, OR INACCURACIES IN ANY INFORMATION AVAILABLE ON THE WEBSITE OR PLATFORM, (D) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES, ANY BUGS, VIRUSES OR OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE BRIEFBID WEBSITE, OR (E) ANY DEALINGS OR TRANSACTIONS BETWEEN YOU AND ANY PERSONS OR USERS WHOM YOU SEND OR TRANSMIT ANY CONTENT TO USING THE SERVICE, INCLUDING WITHOUT LIMITATION ANY PRODUCTS OR SERVICES OFFERED BY YOU TO SUCH PERSONS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BRIEFBID’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIVE HUNDRED CANADIAN DOLLARS ($500) OR (B) AMOUNTS YOU’VE PAID BRIEFBID IN THE 3 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
14. GOVERNING LAW; JURISDICTION
This Agreement shall be governed by the laws in effect in the Province of Ontario, Canada. No choice of laws rules of any jurisdiction shall apply to this Agreement. The courts of the Province of Ontario located in Toronto shall have jurisdiction over any legal action or proceeding arising out of or relating to these Terms, the BriefBid Website or the Services and you consent to the jurisdiction of such courts for any such action or proceeding. You waive all rights that you may have or that may hereafter arise to contest such jurisdiction of such courts. The parties waive any right to a jury trial with respect to any action brought in connection herewith. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.
15. ENTIRE AGREEMENT
16. ENGLISH LANGUAGE
It is the express wish of the parties that this agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
17. CONTACT US
If you have any questions about these Terms or if you wish to receive any additional information, provide feedback or raise any concerns in relation to the BriefBid Website, Platform or the Services, please contact us at firstname.lastname@example.org