Terms & Conditions

Last Revised: May 30, 2024

By placing an Order for any product or service offered or made available by BuyerBridge (“Buyerbridge”), the customer (the “Customer”) agrees to the following terms and conditions (the “Terms”).

BuyerBridge is the developer and owner of a suite of products, services, and solutions related to the deployment, management, and measurement of advertising campaigns (collectively, the “Service”), and that is made available through and further described on BuyerBridge’s web-based platforms available at https://buyerbridge.com, https://app.buyerbridge.io (collectively the “Site”), which Site is owned and operated by BuyerBridge. Customer agrees that by accessing and/or using the Site and signing a sales order for the Service (each, an “Order”), that such Order, together with these Terms, creates a binding contract between Customer and BuyerBridge, and that Customer will abide by the terms and conditions set forth in the Order and these Terms.  Such Order, together with these Terms and any other document, agreement, or policy referenced herein and in the Order, are sometimes referred to herein collectively as the “Agreement.”  

IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, YOU MAY NOT ACCESS THE SITE OR USE THE CONTENT OR SERVICE. BUYERBRIDGE’S ACCEPTANCE OF YOUR USE OF THE SITE OR ANY OF ITS SERVICE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THE TERMS SET FORTH IN THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF SUCH TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY BUYERBRIDGE, ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF AT ANY TIME, YOU DISAGREE WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SITE AND THE SERVICE. BY ACCESSING AND USING THE SITE AND/ OR THE SERVICE, YOU AGREE AND AFFIRM THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD AND ARE LEGALLY COMPETENT TO ENTER INTO THIS AGREEMENT AND ANY ORDER OR OTHER AGREEMENTS REQUIRED IN CONNECTION WITH YOUR USE OF THE SERVICE AND/ OR SITE.

1.        Service.

a.        Generally.  This Agreement governs access and use of the Service tier as listed and described on the applicable Order. The Customer’s registration for, or use of, the Service shall be deemed to be Customer’s agreement to abide by this Agreement. In addition to the terms and conditions provided for in this Agreement, the Customer acknowledges and understands that any usage of the Site will also be subject to any terms, conditions, or policies that may appear at and govern the Site, including without limitation the Site’s Terms of Use and Privacy Policy (as the same may be modified or updated from time to time), the terms and conditions of which are hereby incorporated herein by reference. Customer understands and agrees that BuyerBridge reserves the right to update, modify, and amend the components, features, and functionality of its Service tiers, at any time without notice to Customer.

        b.        Additional Products and Services.  Customer may order certain additional products and services associated the Service, as set forth in the Order, including implementation, customization, ongoing development, and training (collectively, “Additional Products and Services”). Such Additional Products and Services shall be provided by BuyerBridge at the rates and other terms as set forth on the Order. Except as set forth in the Order, Additional Products and Services may only be ordered, and Customer’s Order for the Service may be altered, pursuant only to a separate Order or other written agreement entered into between BuyerBridge and Customer.

c.        Changes.  From time to time during the Term, either party may propose certain changes to the scope, design, format or timing of the Additional Products and Services (each, a “Requested Change“) by delivering written notice of such Requested Change to the other party. In the event either party submits a Requested Change to the other party, or a change order is otherwise necessary as more fully provided herein, within ten (10) business days following the other party’s receipt of such Requested Change, the requesting party will provide the other party with a written response to such Requested Change reasonably detailing whether the Requested Change is feasible and any material issues involved in the implementation of such Requested Change (including, without limitation, the cost and estimated time required to implement the Requested Change and any foreseen adverse effects). A Requested Change will be implemented only if set forth in a written change order or other written agreement executed by authorized representatives of both parties.

d.        No-Exclusivity; No Custom Work. As a non-exclusive relationship, this Agreement does not (except as expressly provided herein) preclude either party from entering into any other agreements or relationships, including those which are similar to or competitive with this Agreement.  Customer agrees that, except for creative or other custom work specifically included as part of the Service tier selected by Customer and described on the applicable Order, BuyerBridge is not responsible for or obligated to complete custom work or tasks outside of the BuyerBridge dashboard. Some examples of this type of work would be creating custom images or videos.

2. Use of Service.

1. Generally. During the Term of this Agreement (specified below), BuyerBridge hereby grants Customer a limited, non-exclusive, non-transferable, worldwide right to access and use the Service, solely for internal purposes (except for resale via whitelabel to End Customers, as expressly permitted under Section 3 below), subject in all cases to the terms and conditions of this Agreement. All rights in and to the Service and the Site not expressly granted to Customer are reserved by BuyerBridge.

2. Improvements. The Customer may not, in any way, modify, adapt, or create changes or improvements to the Service, including changes to conform to the Customer’s own specific business needs. The Customer may request BuyerBridge to make suggested improvements or add additional services of functionality to the Service (the “Improvements“). BuyerBridge shall be under no obligation to agree to accept Customer’s suggested changes or add additional functionality to the Service. However, BuyerBridge may (in its sole discretion) agree to develop or provide such Improvements and provide a price quote to Customer upon which BuyerBridge will develop or otherwise make such Improvements available to Customer (which price quote will be developed based upon BuyerBridge’ then-current rates and payment terms). In all cases, Customer will be under no obligation to take delivery of, accept, or pay for any additional charges relative to such Improvements unless it has accepted BuyerBridge’ price quote and agreed in writing to order such Improvements. The Customer acknowledges that the Improvements, and all enhancements, and modifications to the Service remain the sole property of BuyerBridge, and are subject to the terms and conditions of this Agreement.  

3. Subscriber. The subscription for the Service purchased hereunder allows the Service to be accessed and used by designated employees, contractors, and other personnel of Customer within Customer’s organization (each, a “Subscriber”). Customer’s Subscribers will access and use the Service at all times in compliance with the terms and conditions of this Agreement. Further, Customer is responsible for all activity that occurs in Subscriber accounts, and for each of its Subscribers’ compliance with this Agreement.

4. Passwords. In order to access and use the Service, Customer and each of its Subscribers will be required to apply for and obtain a user name and password. Customer is solely responsible for all control, management, dissemination of, and creation of new usernames and passwords. Customer shall ensure that its Subscribers select and maintain passwords with strength and security characteristics that are in accordance with industry standards, as well as any requirements or guidelines that may be implemented by BuyerBridge from time to time with respect to password security. Customer will be responsible for maintaining the security and confidentiality of any user name or password assigned to it or its Subscribers. Customer shall: (i) notify BuyerBridge within one business day of any unauthorized use of any password or account or any other known or suspected breach of security; and (ii) not impersonate another Site user or customer, or provide false identity information to gain access to or use the Service. Access to the Site by Customer and its Subscribers requires a secure link accessible only from behind Customer’s firewall. Any access to the Site or Service via such username and password or secure link is deemed by BuyerBridge to be done with Customer’s authorization and Customer agrees to be responsible for all activities that occur under the  usernames and passwords of Customer and its Subscribers, including, but not limited to, any orders placed with third party vendors, any access that is provided to billing information, and any security breaches. Furthermore, Customer agrees that Customer will exit, and will cause its Subscribers to exit, from Customer’s account at the end of each session and that Customer will not engage (or authorize or permit Subscribers to engage) in any activity that interferes with or disrupts the Site or Service (or the servers and networks which are connected to the Site or Service).

3.        Reseller Covenants.  As set forth in a specific Order, Customer may be authorized and permitted to resell all or certain aspects of the Service to Customer’s end user dealer customers (each, an “End Customer”).  Under those circumstances, Customer agrees to the following additional terms and conditions as a “Reseller” of the Service (the “Reseller Covenants”):

a.        Appointment.  During the Term, and subject to the terms and conditions of this Agreement (including without limitations the Reseller Covenants), BuyerBridge hereby appoints Customer as its non-exclusive authorized Reseller for the licensing or provision of the Service for resale via whitelabel to Customer’s End Customers. In connection with such appointment, BuyerBridge grants Customer a non-exclusive and non-transferable right and license during the Term: (i) to market, promote, advertise, sell and distribute the Service for resale via whitelabel directly to End Customers; and (ii) to market, promote, advertise, sell and perform support and maintenance services related to the Service only under Customer’s own name as a Reseller of the Service, and not as a subcontractor or agent of BuyerBridge. During the Term, Customer may represent itself as an authorized Reseller of BuyerBridge for the Service, however Customer shall not represent that it is otherwise affiliated with BuyerBridge.  

b.                Customer Responsibilities.

(i)                Customer agrees to use its best efforts to promote and develop the goodwill, resale, and licensing of the Services. Without limiting the generality of the foregoing, Customer will use its best efforts to further the interests of BuyerBridge and to maximize the markets for the Services. Furthermore, Customer shall use due diligence in safeguarding the interests of BuyerBridge and shall keep BuyerBridge informed of its activities. Customer will train and maintain a sufficient number of capable technical and sales personnel having the knowledge and training necessary to: (A) inform potential End Customers properly concerning the features and capabilities of Services and, if necessary, compare the Services against competitive products and services; (B) service and support the Services in accordance with Customer’s obligations under this Agreement; and (C) otherwise carry out the obligations and responsibilities of Customer under this Agreement.

(ii)        Customer will: (A) conduct business in a manner that reflects favorably at all times on BuyerBridge and the Service and the good name, good will and reputation of BuyerBridge; (B) avoid deceptive, misleading or unethical practices that are or might be detrimental to BuyerBridge, the Service, or the public; (C) make no false or misleading representations with regard to BuyerBridge or the Service; (D) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to BuyerBridge or the Service; and (E) make no representation, warranties or guarantees to potential End Customers with respect to the specifications, features or capabilities of the Service that are inconsistent with the literature distributed by BuyerBridge. Customer agrees to fully comply, at Customer’s own expense, with all applicable laws, statutes, rules and regulations as are required in respect to the resale, distribution, licensing, provision, or advertisement of the Service, including, without limitation, by obtaining and maintaining all required licenses, making, executing and filing all necessary reports and declaring and paying all applicable taxes as may occur as a result of Customer’s activities hereunder. Customer agrees: (x) to report to BuyerBridge promptly and in writing all suspected and actual problems with the Services; (y) to keep BuyerBridge fully informed in writing on a weekly basis of all inquiries and orders received by Customer from prospective End Customers; and (z) to confer with BuyerBridge on matters relating to market conditions, sales forecasting, and product planning relating to the Services.

c.        End-User License Agreements. Customer shall be responsible for entering into a binding end-user license agreement with each End Customer for the Service (“EULA”), which complies in all respects with all applicable laws and regulations. The terms and conditions of the EULA, including but not limited to the warranties, limitations of liability and grant of license, and intellectual property provisions, shall be at least as restrictive as the Terms set forth herein, and shall specify: (i) that Customer shall assume sole liability vis-à-vis the End Customer for performance of the Service; and (ii) that BuyerBridge and its licensor shall be third-party beneficiaries of the EULA. Customer shall maintain a copy of the EULA for each End Customer, and shall, promptly following execution of such agreements, provide BuyerBridge with a copy. If Customer learns of any breach of an EULA that could damage BuyerBridge, Customer shall take prompt, commercially reasonable corrective action at its expense to remedy the breach and/or obtain all other appropriate relief and shall, in addition, immediately notify BuyerBridge in writing of the breach and corrective action taken. The execution of these duties by Customer shall not preclude BuyerBridge from also taking corrective action. In addition, if a breach of an EULA occurs that would, in BuyerBridge’s opinion, result in irreparable harm to BuyerBridge unless injunctive or other equitable relief is granted to restrain the violation, Customer shall, as requested by BuyerBridge, either (i) use its best efforts to obtain such equitable relief as promptly as reasonably possible; or (ii) assign its rights under the EULA to BuyerBridge to permit BuyerBridge to seek such equitable relief. Customer’s foregoing obligations to enforce the EULAs as necessary to protect the interest of BuyerBridge shall survive expiration or termination of this Agreement.

d.        End Customer Relationships.  Notwithstanding the provision of Service under this Agreement or any co-branding or resale of Service as permitted under these Reseller Covenants, BuyerBridge acknowledges that Customer is owner of the Customer’s relationship with each End Customer for the Service that Customer procures in connection with its sales and marketing activities hereunder and the Customer’s list of End Customers; provided that during the Term, Customer grants BuyerBridge a license to use Customer’s list of End Customers solely as required for the delivery of the Service. The parties acknowledge that Customer’s list of End Customers is the Customer’s Confidential Information (as such term is defined below).

4.        Ownership.

a.        Intellectual Property and Content.  Any and all intellectual property rights (“Intellectual Property”) associated with the Site, the Service and its contents (the “Content”) are the sole property of BuyerBridge, its affiliates or third parties. This includes, without limitation, the text, software, scripts, graphics, photos, sounds, interactive features and the trademarks, service marks and logos contained therein (“Marks”). The Marks are owned or licensed to BuyerBridge, subject to copyright and other intellectual property rights under the laws of the United States and other countries, as well as international conventions. Content provided by BuyerBridge is provided to Customer “AS IS” for Customer’s information and personal use only and may not be used, copied, reproduced, modified, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of BuyerBridge. BuyerBridge reserves all rights not expressly granted in and to the Site and Services.  Customer acknowledges and understands that the Site and the Service contain material that is protected by United States Copyright Law, trade secret law, and by international treaty provisions. All rights not specifically granted to Customer herein are reserved to BuyerBridge. Customer may not remove any proprietary notice of BuyerBridge or any other party from any copy of the Service.

b.        License.  During the Term, BuyerBridge grants Customer a limited, personal (except as permitted under Section 3 above), non-transferable (except as permitted under Section 3 above), non-sublicensable (except as permitted under Section 3 above), revocable license to: (a) access and use only the Site, Content and Service only in the manner presented by BuyerBridge, and (b) access and use the BuyerBridge computer and network services offered within the Site (the “BuyerBridge Systems”) only in the manner expressly permitted by BuyerBridge. Except for this limited license, BuyerBridge does not convey any interest in or to the BuyerBridge Systems, information or data available via the BuyerBridge Systems (the “Information”), Content, Services, Site or any other BuyerBridge property by permitting Customer to access the Site. Except to the extent required by law or as expressly provided herein, none of the Content and/or Information may be reverse-engineered, modified, reproduced, republished, translated into any language or computer language, re-transmitted in any form or by any means, resold or redistributed without the prior written consent of BuyerBridge. Customer may not make, sell, offer for sale, modify, reproduce, display, publicly perform, import, distribute, retransmit or otherwise use the Content in any way, unless expressly permitted to do so by BuyerBridge.

5.        Advertising Platform Services.  The nature of the Service that Customer orders or signs up for may allow Customer to access and use certain data and marketing tools (the “Advertising Platform Services”). Such Advertising Platform Services may allow Customer to post advertisements and other content through Meta (Facebook & Instagram), Snapchat, TikTok, Pinterest and on other digital platforms (each, an “Advertising Platform”). If Customer place advertisements or other content with any Advertising Platform as part of the Advertising Platform Services, Customer acknowledges and agrees that such advertisements will be subject to separate advertising guidelines and other terms and conditions between Customer and the applicable Advertising Platform.

Customer’s access to and use of the Advertising Platform Services is also subject to any Service Descriptions, Privacy Policies, and Hosting and Delivery Policies that the applicable Advertising Platform may adopt, modify, or implement from time to time and that govern the Advertising Platform (as the same may be modified or amended from time to time) (“Service Specifications”).

Customer represent and warrant to BuyerBridge and to the applicable Advertising Platform that: (i) Customer’s advertising and other content complies with all applicable foreign and domestic federal, state and local laws and government rules and regulations (including any laws, directives or regulations relating to privacy, consumer protection, databases, data collection or data transfer) and Customer’s privacy policies, (ii) Customer has provided proper notice and secured proper consent (including under Customer’s privacy policies) for the collection and use of Customer’s advertising and other content in connection with the Advertising Platform Services and any other applicable feature of the Service, and (iii) Customer has procured all rights and licenses, and has all power and authority, necessary to provide Customer’s advertising and other content to BuyerBridge and any applicable Advertising Platform to be used in the manner as contemplated under the Advertising Platform Services and any other applicable feature of the Service, without the additional consent of any third party. Customer further represents and warrants that any of Customer’s advertising and other content provided to BuyerBridge or any applicable Advertising Platform for utilization in connection with the Advertising Platform Services or any other applicable feature of the Service: (i) consists solely of records based on personal data (and not cookie-based records or cookie-based records that are appended to personal data that were either: (x) collected from Customer’s customers or (y) purchased or licensed by Customer from third parties; and (ii) is readily available and accessible to Customer.

Absent express written permission from BuyerBridge, Customer’s advertising and other content may not relate to individuals subject to GDPR (as defined below).

Without limiting any other right of termination or modification of the Service as set forth herein, BuyerBridge may terminate the Advertising Platform Services with respect to a particular Advertising Platform immediately upon written notice to the Customer if: (i) such Advertising Platform blocks, impedes, or makes it commercially unreasonable for BuyerBridge to make Customer’s advertising or other content available on such Advertising Platform; (ii) Customer fails to establish or maintain an account with such Advertising Platform as required under its terms; or (iii) such Advertising Platform is not otherwise made available for access or use in connection with the Service on commercially reasonable terms.

BuyerBridge is not responsible for any ad spend paid to any Advertising Channel including but not limited to Meta (Facebook/Instagram), Snapchat, TikTok, Pinterest, Google, and/or Microsoft. Any money paid directly to the Advertising Channel is the sole responsibility of the Customer. BuyerBridge will not refund, credit, or reimburse Reseller for any money transacted between Customer or any End Customer and the applicable Advertising Channel.

6.        Inbound Links.  Linking to any page of the Site other than to https://buyerbridge.com through a plain text link is strictly prohibited in the absence of a separate linking agreement with BuyerBridge. Any website or other device that links to https://buyerbridge.com or any page available therein is prohibited from (a) replicating Content, (b) using a browser or border environment around the Content, (c) implying in any fashion that BuyerBridge or any of its affiliates are endorsing it or its products, (d) misrepresenting any state of facts, including its relationship with BuyerBridge or any of its affiliates, (e) presenting false information about BuyerBridge products or services, and (f) using any logo or mark of BuyerBridge or any of its affiliates without express written permission from BuyerBridge.

7.        Customer Data.

1. Customer shall: (i) have sole responsibility for the accuracy, quality, legality, reliability and appropriateness of all data, reports, materials, or other information posted or transmitted by it or its Subscriber through the Service (collectively, the “Customer Data”); and (ii) prevent unauthorized access to, or use of, the Service or any Customer Data, and notify BuyerBridge promptly of any such unauthorized access or use. Customer (and not BuyerBridge) shall be responsible for obtaining the consent of any third parties to the extent necessary to include their data, materials, or other information as part of Customer Data, and to transmit, process, and store that data, materials, or information through the Service. Use of the Service constitutes acceptance that BuyerBridge has a right to keep, maintain, and use the Customer Data for the purposes contemplated hereunder, and to limit access to, and to protect the same. Customer hereby represents and warrants to BuyerBridge that Customer has obtained all consents and permissions from third parties required to include their data, materials, or other information as part of Customer Data, and to transmit, process, and store that data, materials, or information through the Service (to include, but not limited to, providing a privacy policy for Subscribers and other end users in accordance with applicable law). BuyerBridge reserves the right to remove any Customer Data from the Service if it reasonably determines that proper consents to post or transmit such Customer Data have not been obtained. For Customer’s part, the Customer grants to BuyerBridge a nonexclusive royalty-free license to access and use Customer Data to provide the Service to Customer and Customer’s Subscribers. Without limiting the generality of the foregoing, the Customer acknowledges that BuyerBridge may aggregate Customer Data with the data and information of other customers and subscribers of BuyerBridge for purposes of data analytics and for purposes of improving and enhancing the Service; provided, that any such aggregation or analysis will be on an anonymous, non-personally identifiable basis, and will not identify any data as belonging to or being provided by any specific customer or other organization. In addition, BuyerBridge shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, ideas, enhancement, requests, feedback, recommendations or other information that the Customer or the Customer’s Subscribers provide relating to the features, functionality, or operation of the Service. Each party agrees to comply with all applicable export and personal data protection laws, regulations and rules when collecting, storing, transferring, sharing, or otherwise processing any Personal Data in connection with this Agreement. “Personal Data” shall mean any Customer Data or other information related to any identified or identifiable natural or legal person, including but not limited to Customer employees, customers, and Subscribers, and any other additional data deemed as personal data under GDPR or any other applicable privacy laws. “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, or General Data Protection Regulation.

b.        Because BuyerBridge does not control the security of the Internet or other networks that Customer uses to access the Site or communicate with BuyerBridge, BuyerBridge cannot be, and is not responsible for, the security of Customer Data or other information that Customer chooses to communicate with BuyerBridge, the Site, or any Advertising Platform while it is being transmitted. In addition, BuyerBridge is not responsible for any Customer Data or other information lost during transmission. Customer will not upload, post or otherwise make available on the Site any Customer Data or other material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. Customer will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. By submitting Customer Data or other material to any public area of this Site or the Service, Customer represents and warrants that the owner of such material has expressly granted BuyerBridge the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such Customer Data or other material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such Customer Data or other material. Customer also grant BuyerBridge the right to edit, copy, publish and distribute any material that Customer or its Subscribers make available on the Site. Customer agrees not to submit or post, or permit to be submitted or posted (including by Subscribers), any content on or through the Service that is infringing, obscene, threatening, libelous, or otherwise unlawful or tortious (including material harmful to children or violative of third party privacy rights), or that is otherwise in violation of the Site’s Terms of Use and Privacy Policy (as the same may be modified or updated from time to time), the terms and conditions of each of which are hereby incorporated herein by reference.

8.        Customer Covenants and Obligations.        

a.        Restrictions on use of the Site and the Service.  In accessing and/or using the Site or Service, Customer and its Subscribers are expressly prohibited from violating or attempting to violate any security features of the Site or Service, including, without limitation, (a) accessing content or data not intended for Customer, (b) or logging onto a server or account that Customer or its Subscribers are not authorized to access, (c) attempting to breach the security or authentication measures of the Site and Service without proper and prior authorization, (d) attempting to probe, scan or test the vulnerability of the Service, the Site or any associated system or network, or, (e) interfering or attempting to interfere with service to any user, host or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, “flooding,” “spamming,” “mail bombing” or “crashing,” (f) using the Site or Service to send unsolicited correspondence, including, without limitation, promotions or advertisements for products or services (excluding advertisements provided in accordance with this Agreement), (g) forging any TCP/IP packet header or any part of the header information in any email or in any posting using the Service, or (h) attempting to modify, reverse engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human perceivable form any of the source code used by BuyerBridge in providing the Site or Service. Customer shall have no right to obtain source code for any software provided by BuyerBridge by any means without prior express written consent of BuyerBridge. Customer may not modify or prepare derivative works based upon the Service, the Site, or any element thereof, and Customer may not redistribute, sell, license, lease, sublicense, assign, or otherwise transfer the Service, the Site or the license or other rights granted hereunder (except as expressly permitted in accordance with Section 3 above).  

b.        Compliance with Laws. In accessing or utilizing the Service, Customer agrees to abide (and to cause its Subscribers to abide) by all applicable local, state, national and foreign laws, treaties and regulations, including without limitation those laws, treaties, and regulations related to data privacy, international communications, and the transmission of technical or personal data. BuyerBridge can not and does not control the legality or suitability of any Customer Data transmitted or stored through the Service, or any interactions or transactions that may occur on or through the Service. Customer shall: (i) be responsible to BuyerBridge for the compliance with this Agreement by all Subscribers, and (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify BuyerBridge promptly of any such unauthorized access or use. The Site is presented by BuyerBridge from within the United States, and BuyerBridge makes no representation that content and other materials available on the Site are appropriate or available for use in locations outside the United States. Customer agrees that neither the Service, nor any underlying software, date, code, information or technology may be accessed or otherwise exported or re-exported into, or to a national or resident of any country to which the United States has embargoed goods (for example, Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria), or to anyone on the U.S. Treasury Customer’s list of Specially Designated Nations or the U.S. Commerce Customer’s Table of Denial Orders. By accessing or using any element of the Service, Customer is agreeing to the forgoing, and is also certifying that Customer is not located in, under the control of, or a national or resident of any such country or on any such list.  

9.        Term and Termination of use of the Service or the Site.

a.        Term.  This Agreement and Customer’s right to access and use the Service commences on the effective date as specified in the applicable Order upon Customer signing up for the Service (the “Effective Date”) and continues for the initial term as specified on the Order (the “Initial Term”). If the Order does not specify an Initial Term, then this Agreement and the Order may be terminated at any time by either Customer or BuyerBridge upon 30 days’ prior notice to the other party. Upon expiration of the Initial Term, this Agreement will remain in effect at BuyerBridge’s then-current fees, subject to termination at any time by either Customer or BuyerBridge upon 30 days’ prior notice to the other party (given at any time following expiration of the Initial Term). The term of this Agreement (subject to any right of termination herein) is referred to in this Agreement as the “Term.”

b.        Either party may terminate this Agreement, effective immediately upon written notice to the other party, upon a material breach of this Agreement by the other party (including to the extent provided under Section 10(d) below). Further, to the extent permitted by law, either party may immediately terminate this Agreement in the event of: (i) an assignment for the benefit of creditors by the other party or the voluntary appointment (at the request of the other party or with the consent of the other party) of a receiver, custodian, liquidator or trust in bankruptcy of the other party’s property or the filing by the other party of a petition in bankruptcy or other similar proceeding under any law for relief of debtors; (ii) the filing against the other party of a petition in bankruptcy or other similar proceeding under any law for relief of debtors, or the involuntary appointment of a receiver, custodian, liquidator or trustee in bankruptcy of the other party’s property; or (iii) the other party dissolves, liquidates, or otherwise ceases business operations. Without limited the generality of the foregoing, BuyerBridge reserves the right to terminate Customer’s account or Customer’s access to the Service or the Site immediately, in its sole and absolute discretion, with or without notice to Customer, and without liability to Customer, if BuyerBridge believes that Customer or its Subscribers have violated any of the terms or conditions of this Agreement, furnished BuyerBridge with false or misleading information, failed to make any payments when due or interfered with use of the Site or the Service by others. In order to ensure the highest quality service for all users of the Site and Service, Customer agree that BuyerBridge or its representatives may access Customer’s account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third-party rights, or other unauthorized uses of the Site or the Service.

c.        Upon termination or expiration of this Agreement, Customer’s right and license to access and use the Service will automatically and immediately cease (including any right or license to make the Service available to End Customers under the Reseller Covenants), and BuyerBridge will disable Customer and its Subscribers’ and End Customers’ access to the Service. BuyerBridge will be entitled to any compensation or other amounts earned with respect to the Service, as well as any interest, late charges, or other amounts owed, through the effective date of termination or expiration. Further, upon termination or expiration of this Agreement for any reason, any fees or other charges paid by Customer in advance for the unused portion of any applicable subscription period are deemed fully-earned and non-refundable, and will not be returned to Subscriber. Notwithstanding any termination or expiration of this Agreement, the provisions of Sections 3, 7, 9, 10 (to the extent payments remain due), and 13 through 19 shall survive such termination or expiration and remain in effect, as well as any provision that ought reasonably be construed to survive such termination or expiration. Neither party shall be liable to the other for damages of any kind, including incidental or consequential damages, on account of the rightful termination or natural expiration of this Agreement.

d.        If Customer chooses to stop Service or otherwise terminates or attempts to terminate this Agreement (except on account of BuyerBridge’s material breach) prior to the end of the Initial Term (as applicable) then in effect, Customer will remain responsible for payment of subscription fees for the full remainder of such Initial Term.  

10.        Billing and Payments.

a.        Generally. Customer shall pay (at the time such fee or charge is due and payable) all fees or charges specified under the terms of the Service package or packages selected by Customer, as set forth on Customer’s Order.

ALL accounts are put on a recurring payment cycle, unless otherwise agreed in the applicable Order. With respect to recurring fees, unless otherwise stated in the applicable Order, such fees are payable and due on the start date for Service (as prorated for partial months), and will be billed automatically on the 1st of each month thereafter. Any Customer wishing to be taken off recurring status, pause an account, or cancel an account must contact BuyerBridge at least 30 days prior to the due date of their next payment. Except for any fixed pricing as agreed to in the applicable Order, BuyerBridge reserves the right to increase, modify or otherwise change product fees and other pricing with at least thirty (30) days’ prior notice to Customer. Payment by Customer is due regardless of when or whether Customer receives payment from its End Customer accounts or any other third party. 

b.        Taxes.  Unless otherwise specified, the charges owed hereunder shall be deemed not to have included taxes. The Customer will thus also be responsible for all sales, use, property, value added or similar taxes based on the Service or other products or services provided hereunder, except for taxes based on BuyerBridge’ net income. BuyerBridge reserves the right to bill the Customer for such taxes, and the Customer agrees to pay to BuyerBridge (within thirty days following demand) the full amount of such taxes and any interest or penalties incurred due to late payment or nonpayment of such taxes by Customer.  

c.         Billing and Payment Policies.  BuyerBridge has specific policies concerning billing and payments. ALL products offered by BuyerBridge (including the Service) fall under this scope, including but not limited to: Advertising Platform Services provided on or through Facebook, Instagram, Pinterest, Snapchat, TikTok, or any other Advertising Platform. Payments may be made by credit card, ACH, or other means acceptable to BuyerBridge. Any money that has been spent on an account by BuyerBridge to any third party (specifically social media sites or other Advertising Platform) is non-refundable at any point. Set-up and build and integration fees charged for account creation and establishment are non-refundable. Customer shall not be entitled to make any deduction from the sum due for the Service in respect of any set-off or counterclaim against BuyerBridge. Customer is not entitled to withhold payments by reason of any alleged defect in the Service(s). Under no circumstances is Customer entitled to refund or reimbursement of fees paid to BuyerBridge.

Customer is responsible for providing complete and accurate billing, address, and contact information to BuyerBridge and for maintaining such information in the Service. Payments made by credit card MUST be successfully processed by BuyerBridge to keep accounts online and active to prevent any ‘down-time’ or temporary termination of service.  

If Customer believes a particular charge is incorrect, Customer must contact BuyerBridge in writing within 60 days of the payment date to be eligible to receive any credit. 

d.        Delinquent Amounts. In addition to any other rights available to it at law or equity, BuyerBridge reserves the right to terminate or suspend this Agreement and/or Customer’s access to the Service, if Customer’s account becomes delinquent. Delinquent amounts are subject to interest of 8% per annum on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including BuyerBridge’s attorneys’ fees. Customer will continue to be charged for amounts owed hereunder during any period of payment delinquency. Further, and without limiting any other rights or remedies available to BuyerBridge hereunder or under applicable law, in the case of any Customer payment default, BuyerBridge, may, in its sole discretion, remove or delete any Customer Data that may be stored or maintained by Customer on the Service. Removal of such Customer Data does not relieve the Customer of its obligation to pay any outstanding charges assessed to the Customer’s account. BuyerBridge will not be able to restore any Customer Data removed from the Service for Customers or other customers who are in default.

11.        Disclaimer and Limitations on Liability.

a.        BUYERBRIDGE PROVIDES THE SITE AND SERVICE ON AN “AS IS,” AS AVAILABLE, BASIS, WITH ALL FAULTS, AND HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, NON-INTERFERENCE, COMPATIBILITY OF SOFTWARE PROGRAMS, INTEGRATION, OR THOSE WARRANTIES WHICH MAY ARISE BY COURSE OF DEALING, OR COURSE OF TRADE. BUYERBRIDGE MAKES NO WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE OR THE SITE, OR (II) THE ACCURACY, COMPLETENESS, RELIABILITY OR CONTENT OF ANY INFORMATION (INCLUDING, BUT NOT LIMITED TO, PRODUCT DESCRIPTIONS), SERVICE, OR PRODUCTS PROVIDED THROUGH THIS SERVICE OR THE SITE. ALSO, THERE IS NO WARRANTY OF LACK OF VIRUSES OR OTHER DISABLING CODE OR CONDITION, LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT. THE ENTIRE RISK ARISING OUT OF THE USE, QUALITY, ACCURACY, EFFORT, OR PERFORMANCE OF THE SERVICE OR THE SITE IS WITH CUSTOMER. IN ADDITION, BUYERBRIDGE DOES NOT WARRANT THE SECURITY OF THE SERVICE OR THE SITE, OR INFORMATION, SOFTWARE, CONTENT, AND FEATURES AVAILABLE THROUGH IT WILL BE UNINTERRUPTED, ERROR-FREE, PROVIDED PROPERLY OR COMPLETELY, OR BE AVAILABLE 24 HOURS PER DAY, 7 DAYS PER WEEK. BUYERBRIDGE IN ITS DISCRETION MAY PROVIDE SUPPORT FOR THE SITE OR SERVICE.

b.        BUYERBRIDGE ACCEPTS NO RESPONSIBILITY OR LIABILITY SHOULD AN ACCOUNT BE BROUGHT OFF-LINE AS A RESULT OF TECHNICAL DIFFICULTIES AT THE FACILITIES OF BUYERBRIDGE OR ANY OF ITS VENDORS. DUE TO THE TECHNICAL NATURE OF OUR PRODUCTS AND SERVICES BUYERBRIDGE CAN NOT BE HELD RESPONSIBLE FOR TECHNICAL DIFFICULTIES THAT OCCUR. BUYERBRIDGE DOES NOT GUARANTEE ANY INCREASE IN BUSINESS OR SPECIFIC TRAFFIC LEVELS TO A GIVEN ADVERTISEMENT. ANY LOSS OF BUSINESS RESULTING FROM AN ADVERTISEMENT IS SOLELY THE RESPONSIBILITY OF THE CUSTOMER. IF CUSTOMER NOTICES AN ERROR IN CUSTOMER’S ACCOUNT, ON ITS ADVERTISEMENT, OR IN ANY PRODUCT OR SERVICE – IT IS SOLELY THE RESPONSIBILITY OF CUSTOMER TO CONTACT BUYERBRIDGE TO HAVE IT CHANGED.

c.        IN NO EVENT WILL BUYERBRIDGE BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR (i) ANY SPECIAL, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) OR ANY OTHER DAMAGES ARISING IN ANY WAY FROM OR IN CONNECTION WITH THE AVAILABILITY, USE, RELIANCE ON, OR PERFORMANCE OF THE SITE OR SERVICE. PROVISION OF OR FAILURE TO PROVIDE THE SITE OR SERVICE, LOSS OF DATA, CUSTOMER’S ACCESS OR INABILITY TO ACCESS OR USE THE SITE OR SERVICE OR CUSTOMER’S USE AND RELIANCE ON INFORMATION OR CONTENT AVAILABLE ON OR THROUGH THE SITE OR SERVICE, INCLUDING VIRUSES ALLEGED TO HAVE BEEN OBTAINED, OR INVASION OF PRIVACY FROM OR THROUGH THE SITE OR SERVICE, EVEN IF BUYERBRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE; OR (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER DYSFUNCTION IN, OR DESTRUCTIVE PROPERTIES OF, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SITE OR SERVICE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH STATES OR JURISDICTIONS, BUYERBRIDGE’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

        d.        BUYERBRIDGE USES THIRD PARTIES FOR VARIOUS PRODUCTS AND SERVICES AND CANNOT BE HELD RESPONSIBLE FOR DOWNTIME OR LOSS OF BUSINESS DUE TO FAILURES OF SAID THIRD PARTIES.

12.        Potential Disruption of Service. Customer acknowledge that there may be interruptions in service or events that are beyond BuyerBridge’s control. While BuyerBridge uses reasonable efforts to keep the Service and the Site accessible, the Service and the Site may be unavailable from time to time for any reason including, without limitation, routine maintenance. Customer understand and acknowledge that due to circumstances both within and outside of BuyerBridge’s control access to the Service or Site may be interrupted, suspended or terminated. BuyerBridge retains the right at its sole discretion to deny service, or access to the Site or Service to anyone or an account, at any time and for any reason.

13.        Confidentiality. During the Term of this Agreement and beyond, each party will maintain in strict confidence and will not, directly or indirectly, divulge, transmit, publish, release, or otherwise use or cause to be used in any manner to compete with or contrary to the interests of the other party, any confidential information relating to the other party’s products, technology, trade secrets, information, data, know-how or knowledge, financial information, sales and distribution information, price lists, the identity and lists of actual and potential customers, technical information, information or knowledge relating to customers, products, suppliers, sources of supply, business methods and techniques, market development programs, revenues, costs, management practices, contracts, documents, designs, computer programs, software designs, processes, plans or employees, and other information of like nature (collectively, “Confidential Information”). Each party acknowledges that all Confidential Information regarding the other party compiled or obtained by, or furnished to such, in connection with the Service or other products or services under this Agreement, is confidential information and the exclusive property of the disclosing party hereunder. The foregoing confidentiality restrictions are in addition to such addition rights and restrictions as may exist pursuant to any non-disclosure, confidentiality, or other similar agreement that may be in place between the parties from time to time.

14.        Representations and Indemnification.

a.        Representations. Each party represents to the other that: (i) it has the legal power and authority to enter into this Agreement and to assume and perform all of  such party’s obligations hereunder and thereunder; (ii) this Agreement have been validly executed and delivered and are binding on such party; (iii) the execution and delivery of this Agreement and the performance by such party of its obligations hereunder and thereunder have been duly authorized by all requisite action, and no further action or approval is required in order to constitute this Agreement as a binding and enforceable obligation of that party; and (iv) the undersigned individual is authorized to sign this Agreement on behalf of that party, and no additional signatures are required to bind that party. Customer further represents that Customer has not falsely identified itself or provided any false information to gain access to the Service, and that all billing and other information provided by Customer to BuyerBridge upon signing up for the Service is correct.

b.        Customer agree to indemnify, defend and hold harmless BuyerBridge, its affiliates, officers, directors, employees, consultants, agents and representatives from any and all third party claims, losses, liability, damages and/or costs (including reasonable attorney fees and costs) arising from or relating to: (a) Customer or its Subscriber’s unauthorized or illegal access to or use of the Site or the Service; (b) Customer or its subscriber’s violation or breach of any representation, warranty, covenant, or agreement specified herein; (c) Customer or any Subscriber’s infringement, or infringement or misappropriation of any intellectual property or other right of any person or entity; or (d) the negligent, wrongful, or improper acts or omissions of Customer or any of its Subscribers employees, contractors, or other personnel or representatives.

15.        Governing Law and Arbitration.  This Agreement will be construed in accordance with and governed by the laws of the state of Florida, without reference to its rules regarding conflicts of law, except for the arbitration agreement below, which will be subject only to the Federal Arbitration Act. Customer agree that, except as expressly provided below, any disputes, concerns, complaints or claims Customer may have regarding BuyerBridge, the Site, the Service, or this Agreement (“Disputes”), will be determined exclusively by arbitration before one arbitrator in an arbitration administered by and governed by the American Arbitration Association (“AAA”). The venue for any arbitration will be Sarasota, Florida, or the closest available location thereto, pursuant to AAA Arbitration Rules and Procedures (the “Rules”). The arbitrator may, in his or her award, allocate all or part of the costs of the arbitration, including arbitration fees and reasonable attorney fees of the prevailing party. Judgment on the award of the arbitrator may be entered in and enforced by any court of competent jurisdiction. CUSTOMER EXPRESSLY AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, ANY AND ALL DISPUTES RELATING TO THE ENFORCEMENT, BREACH, TERMINATION, SCOPE OR VALIDITY OF THIS AGREEMENT SHALL BE SUBJECT TO ARBITRATION PURSUANT TO THIS PROVISION. Any arbitration conducted in accordance with this Agreement shall be governed exclusively by the Federal Arbitration Act.  Without limiting the generality of the foregoing, either party may apply to the AAA for temporary or preliminary injunctive relief in accordance with the Rules in order to preserve the status quo or prevent irreparable harm, in which case the hearing on any such application will be held in Sarasota, Florida, or the closest available location thereto. Notwithstanding the foregoing, this provision will not prevent or restrict BuyerBridge from commencing an action in any court of competent jurisdiction for collection of fees or other amounts owed to it hereunder.

        16.        Relationship of the Parties.  This Agreement shall not constitute Customer or its Subscribers as the agent, franchisee, or legal representative of BuyerBridge for any purpose whatsoever, nor shall Customer or Subscriber hold itself out as such. This Agreement creates no relationship of joint venturers, partners, associates, franchisor or franchisee, or principal and agent between the parties, and both parties are acting independently as principals. Neither Customer nor its Subscribers are granted the right or authority to assume or create any obligation or responsibility for or on behalf of BuyerBridge or otherwise to bind BuyerBridge. Customer shall bear all expenses of its business and BuyerBridge shall not be liable or responsible therefore in any manner.

        17.        Notice.  For notices that are directed to Customer as part of BuyerBridge’s general customer base for the Service, BuyerBridge may give notice by means of any of the following: (a) a general notice on the Service; (b) by electronic mail to Customer’s e-mail address on record in BuyerBridge’s account information; or (c) by written communication sent by first class mail or pre-paid post to Customer’s address listed in BuyerBridge’s account information. All notices sent to Customer specifically under this Agreement (and not sent to the general customer base) shall be in writing, and may be given by means of any of the following: (x) by electronic mail to Customer’s e-mail address on record in BuyerBridge’s account information; or (y) by written communication sent by first class mail or pre-paid post to Customer’s address listed in BuyerBridge’s account information. All notices to be delivered by Customer to BuyerBridge shall be in writing and shall be delivered by electronic mail to BuyerBridge at the following address: [email protected]. Either BuyerBridge, on one hand, or the Customer, on the other hand, may update its contact information for receiving notices by providing written notice of such update to the other party in the manner provided in this Section 17. A notice delivered electronically hereunder will be deemed to have been delivered on the date and time of the signed receipt or confirmation of delivery or transmission thereof, unless that receipt or confirmation date and time is not a business day or is after 5:00 p.m. local time on a business day, in which case such notice will be deemed to have been received on the next succeeding business day. A notice delivered by first class mail or pre-paid post will be deemed to have been given three (3) business days after mailing or posting.

18.        Non-Solicitation. Customer shall not, directly or indirectly, solicit or hire an employee, contractor, consultant, or other service provider of BuyerBridge or any of its affiliates that is or was directly involved in the provision or receipt of any products or services hereunder, including support and maintenance, implementation, or training services, during the Term of the Agreement or for one (1) year after the termination or expiration of this Agreement, unless approved in writing by an officer of BuyerBridge.

19.        Miscellaneous.  If any term or condition in this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, all other terms and conditions shall remain unaffected and in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. Neither party shall be liable to the other for any failure or delay in its performance due to any cause beyond its control, including acts of war, acts of God, earthquake, riot, sabotage, labor shortage or dispute, Internet interruption, government acts, and other similar events, except that no such force majeure event will operate to excuse or delay a party’s payment obligations hereunder. This Agreement (including the Order) constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements.  In the event of any conflict or ambiguity between these Terms and the terms of an Order, the terms of the Order will be controlling. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. BuyerBridge may update or amend these Terms at any time, without notification to Customer, in which case Customer’s continued use of the Service shall be deemed irrevocable acceptance of any such revisions.  Any such modifications or updates will be deemed effective as of the date that such modifications are incorporated into the version of Terms posted on the Site. To the extent that any such modification or update as posted on the Site is ineffective or invalid for any reason, then the prior version of the Terms will remain valid and in effect. Except as explicitly provided herein, this Agreement (including the Terms and the Order) may not be modified or amended, except by an instrument in writing signed by duly authorized representatives of both parties hereto. This Agreement and rights granted hereunder, may not be transferred or assigned by Customer without the prior written consent of BuyerBridge. For purposes of this Agreement, a sale of a controlling interest of Customer’s equity securities or other change in control transaction will be deemed an assignment hereunder. The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party. The headings in this Agreement are meant for convenience only, and shall not be deemed to affect the meaning or construction of any of the terms of this Agreement. Should Customer breach any provisions of this Agreement, BuyerBridge shall be entitled to recovery of all damages due to Customer’s breach, including, without limitation, all costs (including reasonable attorney fees) incurred to enforce BuyerBridge’s rights under this Agreement.  BuyerBridge is a Florida company and the Site and Service are controlled, maintained and operated by BuyerBridge from its offices in the state of Florida. BuyerBridge makes no representation that any of the materials available on the Site or through the Service are available or appropriate for use in other locations. Customer understands and agrees that access or use of the Site or the Service by Customer or its Subscribers, should not be construed as BuyerBridge’s purposeful availment of the benefits or privilege of doing business in any state or jurisdiction other than Florida.

BY USING THE SERVICE OR ACCESSING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THEM.