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Terms of Service Agreement - Bridges Business Solutions, LLC

These Terms of Service, together with the privacy policy available at www.BuildWithBridges.com ("Privacy Policy") and the rules, policies, terms and conditions set forth in, referred to and/or linked herein, which may be published and distributed, from time to time, all of which are incorporated herein by reference, are, collectively, this "Agreement".

IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION AND THE AUTOMATIC RENEWAL AND CANCELLATION PROVISIONS SET FORTH HEREIN

This Agreement constitutes a legal agreement between you ("you" or "User") and Bridges Business Solutions LLC, and its coaches (“Bridges Coaches”), affiliates, parents, and subsidiaries (collectively, "Bridges" or "Us"). This Agreement governs your use of our services and platform that facilitates communications between User and Bridges and Bridges’ Coach(es), offered through our website located at www.buildwithbridges.com, as it may be modified, relocated and/or redirected from time to time (the "Site"), the mobile applications offered by Us (the "Apps") and our Coaches (“Coaches”). Our services, platform, Site and Apps are collectively referred to as the "Bridges Platform".

User, as set forth herein, elects to engage in the package of services with Bridges set forth below.

By accessing, using or registering with the Bridges Platform or any portions thereof, you hereby expressly acknowledge and agree to be bound by the terms and conditions of this Agreement, and any future amendments and additions to this Agreement as we may publish from time to time. Please read this Agreement carefully. If you do not agree to accept and be bound by this Agreement, you must immediately stop using the Bridges Platform. Bridges' acceptance is expressly conditioned upon your assent to this Agreement in its entirety. If this Agreement is considered to be an offer by Us, acceptance is expressly limited to this Agreement.

By using the Platform, you represent and warrant that: (i) you are at least 18 years old, are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts; (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide; and if you are using our services for real estate sales purposes, that you are a licensed real estate professional (licensed agent or licensed broker) in the jurisdiction where you are actively engaged in real estate sales, marketing or brokerage. Where you enter into this Agreement on behalf of a company or other organization or legal entity, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.

The Bridges Coaching & Productivity Terms of Service
To the extent permitted and except where prohibited by applicable law, these Terms of Service include:

  • Your agreement that either party may compel binding arbitration for most types of disputes, and your agreement to submit to an informal dispute resolution process for at least 30 days prior to the initiation of any claim.
  • Your agreement that no claims can be adjudicated on a class basis.
  • Your acknowledgment of, and agreement to, pay Bridges’ Fees that will be applied pursuant to the Schedule of Professional Service paid through the Bridges Platform.
  • Your acknowledgement of, and agreement to, register for autopay if you elect to participate in a monthly program.
  • Your acknowledgment of, and agreement to, Bridges’ policy of delinquent payment of Fees.
  • Your acknowledgment of, and agreement to, Bridges’ cancellation policies and cancellation fees. If you enroll in a Recurrent Service, a Minimum Commitment Plan, and/or Bridges Select membership under these Terms, your agreement that your plan and/or membership will automatically renew after an initial term if you do not cancel in accordance with these Terms.
  • Your agreement to release Bridges from liability based on claims relating to Services and otherwise and your agreement to the limitation of time within which a claim can be brought.
  • Your agreement to indemnify Bridges from claims due to your use, misuse or inability to use the Bridges Platform, the and/or Professional Services, your violation of this Agreement, applicable laws or third-party rights, and/or content or information submitted from your account to the Bridges Platform.
  • Your consent to any modifications or amendments to this Agreement. Your consent to the collection, use, sharing and transfer of your data as outlined in the Privacy Policy as updated from time to time.
  • Your agreement that Bridges may use your image, testimonials and other personal information for Bridges marketing purposes.

Cancellation Policy:
To cancel, you will need to provide a written notice to Bridges thirty (30) days prior to cancellation. Members will maintain access to the platform through the end of their billing cycle.

Delinquent Payment Policy:
Any member participating in the Essentials and/or the Essentials Pro program who is 30-days past due will lose access to the member portal

Program / Package Change Policy:
Any and all Package / Program changes require written notice to [email protected]. It is the Agent’s responsibility to email BBS as to a request for a change of program and such change shall not be effective until confirmation by BBS. In addition:

If you are on a monthly subscription and wish to change to another monthly subscription, 30-days written notice is required

Missed Appointment Policy:

  • Rescheduling an Appointment requires a minimum of 24-hours advanced notice
  • No-show / cancellation that occurs within 24 hours prior to the Appointment (“Late Cancellation”) is at the sole discretion of BBS to forfeits the appointment for the month
  • In the event that a no-show / Late Cancellation is rescheduled BBS cannot guarantee the same coach will be able to facilitate the makeup
  • In the event that a coach initiates the reschedule, the member is guaranteed a make-up appointment with a BBS coach.

Bridges Platform; Screening.

The Bridges Platform. The Bridges Platform is a professional and coaching technology platform that makes available certain services, as set forth in Exhibit A, to individual real estate sales, marketing and brokerage professionals seeking to obtain such services hereinafter referred to as "Professional Services. The Professional Services may include those services set forth in Exhibit A.

Screening and Licensing. FOR REAL ESTATE PROFESSIONALS THAT REGISTER TO USE THE BRIDGES PLATFORM IN THEIR INDIVIDUAL CAPACITY, BRIDGES IS NOT RESPONSIBLE FOR CHECKING THE LICENSING OF THE PROFESSIONALS AND FOR PROFESSIONALS THAT ARE ENTITIES BRIDGES IS NOT RESPONSIBLE FOR SCREENING FOR LICENSING OF THE OWNER/PRINCIPAL OF THE COMPANY. BRIDGES CANNOT AND DOES NOT WARRANT OR REPRESENT THAT A PROFESSIONAL'S PROFILE AND SCREENING INFORMATION IS UP TO DATE. BRIDGES IS UNDER NO OBLIGATION TO UPDATE A PROFESSIONAL'S PROFILE. BY USING THE BRIDGES PLATFORM AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PROFESSIONAL AGREES TO HOLD BRIDGES FREE FROM THE RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF THE PROFESSIONAL SERVICES. PROVIDED BY THE PROFESSIONAL AND BRIDGES IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER INCLUDING PROFESSIONALS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY PROFESSIONAL SERVICES.

Personal Information; User Accounts.

Collection of your Personal Information. Some of the materials available on the Bridges Platform may require prior registration to access. If you decide to access such materials you will be required to register. We may refuse to grant you, and you may not use, a username, email address or screen name that is already being used by someone else; that may be construed as impersonating another person; that belongs to another person; that violates the intellectual property or other rights of any person; that is offensive; or that we reject for any other reason in our sole discretion. When you complete a registration with us, you will be required to provide certain personal information. You agree that such information will be true, accurate and complete, and that you will update this information promptly when it changes. If you provide any information that is untrue or inaccurate, not current, or incomplete, or if we suspect that your information is untrue or inaccurate, not current, or incomplete, we may, in our sole discretion, suspend or terminate your right to access any material for which registration is required. Any personally identifiable information supplied hereunder will be subject to the terms of the Privacy Policy.

Account, Password and Security. You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any username, password and account provided by you or Us for accessing the Bridges Platform. You are solely and fully responsible for all activities that occur under your password or account, except that Bridges may, in certain circumstances, access your account to make changes that you request, such as rescheduling a coaching session or seminar. Bridges has no control over the use of any User's account by the User or third parties and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you must contact Us immediately at: www.BuildWithBridges.com Nothing in this section shall affect Bridges’ rights to limit or terminate the use of the Bridges Platform, as provided below in section 4(b).

Proof of Identity. You will provide Us with such proof of identity as we may reasonably request from time to time.

Text Messages and Phone Calls.

General: By using the Bridges platform, you expressly consent and agree to accept and receive communications from us, including via fax, text (SMS) messages, calls, push notifications and other reasonable means at any of your contact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable "Do Not Call" list, in order that we may provide the services set forth on the Bridges Platform, to service your account, to reasonably address matters pertaining to your account, including but not limited to notifying you of, or confirming, appointments for coaching and or seminars that you have scheduled, or for other purposes reasonably related to your service request and our business, including marketing related communications. By consenting to being contacted by Bridges, you understand and agree that you may receive communications, including marketing communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages, sent by or on behalf of Bridges, its affiliates, subsidiaries, parents and/or Users/Professionals, including but not limited to: operational communications concerning your account or use of the Bridges Platform or Services, updates concerning new and existing features on the Bridges Platform, communications concerning promotions run by us, and news concerning Bridges and industry developments. For certain Professional Services, you also expressly authorize Bridges to send you an automated prerecorded call, and you understand that either Bridges or Bridges Coaches and staff may use automated phone technology (including autodialed and prerecorded messages) to call you and that your consent is not required. You agree that by using the Bridges Platform and requesting Bridges’ Services, you are entering into a business relationship with Bridges and its Coaches and thus agree to be contacted by Bridges and / or its Coaches and staff. If a contact number you have provided to Us is no longer your number, you agree to notify Us promptly that you can no longer be reached at that number. You represent that you have received, and are authorized to convey to us, the consent of any authorized users on your account to be contacted by Us as described in this Section. You agree that all consents provided in this Section will survive cancellation of your account. You may opt- out of receiving promotional or marketing texts or calls from Bridges at any time.

Recording: You acknowledge that Bridges may record calls or make video recordings after notice to you and with your consent, in order to a) assist you when you contact our coaching support services, and b) which may be used for coaching sessions, training, and quality assurance purposes. Under no circumstances will Bridges be permitted to use those recordings for any other purposes, including but not limited to, advertisement or marketing of the program without Your written consent.

Emails. Bridges may send you confirmation and other transactional emails regarding the Professional Services. Bridges and its affiliates, subsidiaries, parents may also send you emails about other services that we think might interest you ("Promotional Emails"). You can unsubscribe from Promotional Emails at any time by clicking unsubscribe in our email communications or contacting us.


Term and Termination; Cancellation of Professional Services; Minimum Commitment Plan with Automatic Renewal; Select and Savings Memberships with Automatic Renewals; Survival.

Term. This Agreement shall continue in full force and effect until such time as it is terminated by email notice delivered from You to Bridges at: “[email protected]”

Termination by Bridges. We may terminate this Agreement or terminate or suspend your right to use the Bridges Platform at any time for any or no reason (including, without limitation, in the event that we believe that you have breached this Agreement or any policy posted on the Bridges Platform, (collectively, "Prohibited Conduct") by providing you with written or email notice of such termination to the physical or email address you have provided us, and termination will be effective immediately upon such notice. Except in the event that we terminate or suspend your right to use the Bridges Platform due to any Prohibited Conduct, we will refund in full any payments for Professional Services that have not been performed or completed. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. When terminating your account, Bridges may delete the account and all the information in it. Furthermore, You will no longer have access to the master copies of our worksheets or resources provided in the Google Drive. You have no ownership rights to your account or to materials that are the property of Bridges.

Termination by You. You may terminate this Agreement by completely and permanently ceasing to use the Bridges Platform (provided that there are no outstanding Professional Services ordered under your password or account) and by closing any account you have opened on the Bridges Platform. If you attempt to terminate this Agreement while there are still outstanding Professional Services ordered under your password or account, this Agreement shall not terminate until such Professional Services have been performed or otherwise canceled as permitted by Bridges.

Links to and Plug-Ins from Other Websites or Media.
Links (such as hyperlinks) from the Bridges Platform to and plug-ins from sites or applications owned, operated or controlled by third parties (collectively, "Third Party Sites") do not constitute the endorsement by Bridges of the Third-Party Sites or their content. Such links and plug-ins are provided as an information service, for reference and convenience only. Bridges does not control any Third-Party Sites, and is not responsible for their content. It is your responsibility to evaluate the content and usefulness of the information obtained from Third Party Sites. The use of any Third-Party Site is governed by the terms and conditions of use and privacy policy of that Third-Party Site. YOU ACCESS THIRD PARTY SITES AT YOUR OWN RISK. BRIDGES EXPRESSLY DISCLAIMS ANY LIABILITY ARISING IN CONNECTION WITH YOUR USE AND/OR VIEWING OF ANY THIRD-PARTY SITES, AND YOU HEREBY AGREE TO HOLD BRIDGES HARMLESS FROM ANY LIABILITY THAT MAY RESULT FROM THIRD PARTY SITES.

Submission Areas.
The Bridges Platform may contain blogs, message boards, applications, opportunities to provide reviews, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities that allow Users to communicate with other Users and with Bridges (collectively, "Submission Areas"). Some areas in the Submission Areas within the Bridges Platform will be public and Bridges will not be responsible for any information or materials posted in such public areas. Bridges may, in its discretion, publicly post submissions you submit to a non-public area of the Bridges Platform. You may only use Submission Areas to send and receive messages and material that are relevant and proper to the applicable forum and that comply with this Agreement. "Your Information" is defined as any information and materials you provide to Us or other Users in connection with your registration for and use of the Bridges Platform, including without limitation, information and materials that are posted or transmitted for use in Submission Areas. You are solely responsible for Your Information, and we are merely a passive conduit for your online distribution and publication of Your Information. You hereby represent and warrant that Your Information: (a) will comply at all times with this Agreement, including but not limited to Section 6 (Rules for Use of the Bridges Platform) below, and with Section 2 (Personal Information; User Accounts) above; and (b) will not create liability for Us or cause Us to lose (in whole or in part) the services of our Internet Service Providers (ISPs), customers, or other partners or suppliers. You hereby grant Us a non-exclusive, transferable, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display and distribute all of Your Information that is posted to Submission Areas from or through your account on the Bridges Platform, including but not limited to all images, videos, musical works and text included in such postings and to such other persons and/or entities as Bridges may designate. The rights you grant in this license are for the limited purpose of operating, advertising, marketing, promoting, and improving the Bridges Platform. We reserve the right to remove postings from Submission Areas in our sole discretion.

Rules for Use of the Bridges Platform.
During the term of this Agreement, you may use the Bridges Platform for your personal use only (or for the use of a person, including a company or other organization that you validly represent). You may use the Bridges Platform to request Professional Services solely with respect to a location where you are legally authorized to perform Professional Real Estate Services and / or other sales related activities by You. You may not use the Bridges Platform for any other purposes or in connection with any commercial endeavors whatsoever without our express prior written consent. You agree to treat Bridges Coaches and staff courteously and lawfully, to provide a safe and appropriate working environment for them that is in compliance with all applicable laws and regulations, and to provide reasonable co-operation to Coaches and staff to enable them to supply Bridges’ Professional Services. You shall NOT use the Bridges Platform to do any of the following:

  • Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another's computer.
  • Upload files that contain software or other material that violates the intellectual property rights or rights of privacy or publicity of any third party.
  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including but not limited to our staff and other Users.
  • Post a review or rating on Social Media or other platform accessible by the public (E.G. Yelp).
  • Use the Bridges Platform or any Professional Service for any purpose or in any manner that is in violation of local, state, national, or international law.
  • Publish, post, upload, distribute or disseminate any profane, defamatory, false, misleading, fraudulent, threatening or unlawful topics, names, materials or information, or any materials, information or content that involve the sale of counterfeit or stolen items.
  • Advertise or offer to sell any goods or services for any commercial purpose or solicit employment or contract work which is not relevant to services offered through the Bridges Platform. You may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to Professional Services facilitated through the Bridges Platform without express written permission from us.
  • Use the Bridges Platform to collect usernames and/or email addresses of members by electronic or other means without our express prior written consent.
  • Conduct or forward surveys, contests, pyramid schemes, or chain letters.
  • Impersonate another person or allow any other person or entity to use your identification to post or view comments or otherwise use your account.
  • Post the same note repeatedly (referred to as 'spamming'). Spamming is strictly prohibited.
  • Download any file posted by another User that you know, or reasonably should know, cannot be legally distributed through the Bridges Platform, or post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly.
  • Restrict or inhibit any other User from using and enjoying the Bridges Platform.
  • Imply or state that any statements you make are endorsed by us, without our prior written consent.
  • Reverse engineer, disassemble, decompile, translate, modify, adapt, license, sublicense, alter, copy, distribute, hack or interfere with the Bridges Platform, its servers or any connected networks, use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index the Bridges Platform in any manner, or attempt to do any of the foregoing.
  • Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by us.
  • Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
  • Upload content that provides materials or access to materials that are obscene, adult or sexual or that exploit anyone, and in particular people under the age of 18, in an abusive, violent or sexual manner.
  • Register to use the Bridges Platform under different usernames or identities, after your account has been suspended or terminated.
  • Mirror or archive any part of the Bridges Platform or any content or material contained on the Bridges Platform without Bridges’ written permission.
  • Forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting or providing false or misleading representations in the sender information, subject line, locator, or content of any electronic message.
  • Alter transmission data without Bridges’ consent

No Employment.
Bridges provides a software platform and Coaching Program which allows you to obtain certain Professional services that Bridges fulfills using employees and independent contractor Professionals. Bridges is not the employer of any Professional and Professionals are not Bridges’ agents for any purpose whatsoever. You acknowledge that we do not supervise, direct, or control a Professional's work or Professional Services performed in any manner.

Intellectual Property Rights.
The Bridges Platform, and the information, data, content and materials, which it contains ("Bridges Materials"), are the property of Bridges and/or its affiliates, subsidiaries, parents and licensors, excluding User-generated content, which Bridges has a right to use as put forth in Section 5 of this Agreement.. The Bridges Materials are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions, and other intellectual property laws. Bridges and/or its affiliates, subsidiaries, parents and licensors are and shall continue to be the sole and exclusive owner of all right, title and interest in and to all intellectual property rights associated with the Bridges Materials. Any use of Bridges Materials, other than as expressly permitted herein, is prohibited without the prior permission of Bridges and/or the relevant right holder. The service marks and trademarks of Bridges, including without limitation BuildwithBridges.com and the Bridges logo are service marks owned by Bridges. Any other trademarks, service marks, logos and/or trade names appearing on the Bridges Platform are the property of their respective owners. You may not copy or use any of the marks, logos or trade names appearing on the Bridges Platform without the express prior written consent of the owner.

Copyright Complaints and Copyright Agent.
Bridges respects the intellectual property of others, and expects Users to do the same. Bridges will respond to properly submitted notices of alleged copyright infringement that comply with applicable law. In the event that a person or entity has a good faith belief that any materials provided on or in connection with the Bridges Platform infringe upon that person's or entity's copyright or other intellectual property right (such person or entity, a "Complainant") and sends to Bridges a properly submitted copyright notice as indicated below, Bridges will investigate, and if it determines, in its discretion, that the material is infringing, Bridges will remove the content and may terminate the access of the User who posted such content to the Bridges Platform in the case of repeat infringers. All notices claiming an infringement of copyright rights must contain the following:

  • Identification of the intellectual property right that is allegedly infringed. All relevant registration numbers, or a statement concerning the Complainant's ownership of the work, should be included.
  • A statement specifically identifying the location of the infringing material, with enough detail that Bridges may find it on the Bridges Platform. Please note: it is not sufficient to merely provide a top-level URL.
  • The complete name, address, telephone number and email address of Complainant.
  • A statement that Complainant has a good faith belief that the use of the allegedly infringing material is not authorized by the owner of the rights, or its agents, or by law.
  • A statement that the information contained in the notification is accurate, and under the penalty of perjury, Complainant is authorized to act on behalf of the owner of the copyright or other property rights that are allegedly infringed;
  • A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property rights that are allegedly being infringed.

Bridges’ contact information for notice of alleged copyright infringement is: Email: [email protected]

The App / Mobile Devices
The Bridges Platform may allow you to access our services, download our Apps, upload content to the Bridges Platform, and receive messages on your mobile device (collectively "Mobile Features"). Your mobile device carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your mobile device carrier or mobile device. In addition, your mobile device carrier may charge you for standard messaging, data, and other fees to participate in Mobile Features. We have no responsibility or liability for any fees or charges you incur when using the Mobile Features. You should check with your mobile device carrier to find out whether any fees or charges will apply, what plans are available and how much they cost. You should also contact your mobile device carrier with any other questions regarding these issues.

You acknowledge that your use of the Apps is subject to any terms set forth in the terms of service of the third party providing the mobile device on which the App operates (e.g., Apple iOS or Android).

Bridges is not liable if you do not have a compatible mobile device or if you download the wrong version of an App for your mobile device. Bridges reserves the right to terminate the use of the Apps or any other aspect of the Bridges Platform should you be using the Apps or the Bridges Platform with an incompatible or unauthorized device.

App Store Sourced Application.

With respect to Apps accessed through or downloaded from the Apple App Store ("App Store Sourced Application"), or Google Play (“Google Play Sourced Application”)you will use the App Store Sourced Application only: (i) on an Apple-branded product that runs iOS (Apple's proprietary operating system software); and (ii) as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service. Bridges reserves all rights in and to the Apps not expressly granted to you under this Agreement.

You acknowledge and agree that (i) this Agreement is valid between you and Bridges only, and, that none of Kaiabi, the developer of the “App”, nor Apple nor Google Play, the distributer of the App, are a party to this Agreement other than as third-party provider, as contemplated below, and (ii) none of Bridges, Apple or Google Play, are solely responsible for the App Store Sourced Application and the Bridges Platform Content.

You acknowledge that neither Apple nor Google Play, have an obligation whatsoever to furnish any maintenance or support services to you with respect to the App Store Sourced or Google Play Sourced Application.

To the maximum extent permitted by applicable law, neither of Apple nor Google Play will have a warranty obligation whatsoever with respect to the App Store Sourced and Google Play Sourced Application.

Notwithstanding anything to the contrary herein, and subject to the terms in this Agreement, you acknowledge that, solely as between Apple and Bridges, Bridges and not Apple is responsible for addressing any claims you may have relating to the App Store Sourced Application, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims, (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

Further, you agree that if the App Store Sourced Application, or your possession and use of the App Store Sourced Application, infringes on a third party's intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.

You acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement for App Store Sourced Applications, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement for App Store Sourced Applications against you as a third-party beneficiary thereof.

Without limiting any provisions of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

Modifications to the Bridges Platform.
We reserve the right in our sole discretion to review, improve, modify or discontinue, temporarily or permanently, the Bridges Platform or any content or information on the Bridges Platform with or without notice. We will not be liable to any party for any modification or discontinuance of the Bridges Platform.

Confidentiality.
The term "Confidential Information" shall mean any and all of Bridges’ trade secrets, confidential and proprietary information, personal information and all other information and data of Bridges that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. The Bridges Platform contains secured components that are accessible only to those who have been granted a username and password by Bridges. Information contained within the secure components of the Bridges Platform is confidential and proprietary. You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of Bridges and agree that you will not use Confidential Information other than as necessary for you to make use of the Bridges Platform as expressly permitted by this Agreement and only during the term of this Agreement. You will not disclose or transfer (or seek to induce others to disclose or transfer) any Confidential Information for any purpose. You shall promptly notify Bridges in writing of any circumstances, which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall implement reasonable technical, physical and administrative safeguards to protect Confidential Information from loss or theft, as well as unauthorized access, disclosure, copying, transfer, modification or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Bridges upon termination of this Agreement for any reason whatsoever.

Disclaimer of Warranties; Limitation on Liability.

USE OF THE BRIDGES PLATFORM IS ENTIRELY AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BRIDGES PLATFORM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER BRIDGES NOR ITS AFFILIATES, PARENTS, SUBSIDIARIES OR LICENSORS WARRANT THAT THE BRIDGES PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO ANY CONTENT AVAILABLE IN OR THROUGH THE BRIDGES PLATFORM; NOR DO THEY MAKE ANY WARRANTY AS TO ANY PROFESSIONAL'S REGISTRATION, PROFESSIONAL ACCREDITATION OR LICENSE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE BRIDGES PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, QUALITY, SUITABILITY, SAFETY, COMPLETENESS OR CONTENT OF THE SERVICES, PROFESSIONAL SERVICES, ANY PRODUCTS, MERCHANDISE, CONTENT, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE BRIDGES PLATFORM OR THIS AGREEMENT. ACCESS TO THE BRIDGES PLATFORM IS PROVIDED FREE OF CHARGE AS A COURTESY. NEITHER BRIDGES NOR ITS AFFILIATES, PARENTS, SUBSIDIARIES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE BRIDGES PLATFORM. NEITHER BRIDGES NOR ITS AFFILIATES, PARENTS, SUBSIDIARIES OR LICENSORS WARRANT THAT THE BRIDGES PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. BRIDGES AND ITS AFFILIATES, SUBSIDIARIES, PARENTS AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY INFORMATION, PERSONAL OR OTHERWISE, SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.

NO LIABILITY. YOU AGREE NOT TO HOLD BRIDGES, ITS AFFILIATES, ITS PARENTS, ITS SUBSIDIARIES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS (COLLECTIVELY, "MEMBERS") LIABLE FOR ANY DAMAGES, EXPENSES, LOSSES, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, "LIABILITIES") THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE THE BRIDGES PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT, ACTS OF PHYSICAL VIOLENCE, AND LOSS OR DESTRUCTION OF PERSONAL PROPERTY), SERVICES, ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY BRIDGES OR MEMBERS, AND ANY DESTRUCTION OF YOUR INFORMATION. UNDER NO CIRCUMSTANCES WILL BRIDGES OR MEMBERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE BRIDGES PLATFORM OR ANY PROFESSIONAL SERVICES OR MERCHANDISE, EVEN IF SUCH PARTIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. EXCEPT AS EXPRESSLY PERMITTED UNDER THE TERMS OF THE BRIDGES’ HAPPINESS GUARANTEE, UNDER NO CIRCUMSTANCES WILL BRIDGES OR MEMBERS BE LIABLE FOR ANY DIRECT DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE BRIDGES PLATFORM OR ANY PROFESSIONAL SERVICES OR MERCHANDISE, EVEN IF SUCH PARTIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. EXCEPT AS EXPRESSLY PERMITTED UNDER THE TERMS OF THE BRIDGES’ HAPPINESS GUARANTEE. BRIDGES AND MEMBERS DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED IN CONNECTION WITH THE BRIDGES PLATFORM, THE PROFESSIONAL SERVICES, THE MERCHANDISE OR THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT BRIDGES OR MEMBERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LESSER OF (1) TOTAL FEES PAID BY YOU TO BRIDGES DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE. OR (2) THE AMOUNT EXPRESSLY PERMITTED UNDER THE BRIDGES HAPPINESS GUARANTEE AS SET FORTH IN SECTION 3(d).

RELEASE. BRIDGES EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF THE BRIDGES PLATFORM. TO THE EXTENT THAT THE BRIDGES PLATFORM CONNECTS A USER TO A THIRD PARTY FOR THE PURPOSES OF PROVIDING OR OBTAINING INFORMATION, GUIDANCE, REFERRALS OR OTHER THINGS HEREUNDER, BRIDGES WILL NOT BE RESPONSIBLE FOR ASSESSING THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD-PARTY PROVIDERS AND YOU EXPRESSLY WAIVE AND RELEASE BRIDGES FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO A THIRD-PARTY SERVICE PROVIDER. IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE BRIDGES FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL, DIRECT OR CONSEQUENTIAL) OF
EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER THE CODE OF THE COMMONWEALTH OF VIRGINIA.

ADDITIONAL DISCLAIMER. NOTHING IN THIS AGREEMENT OR THE BRIDGES PLATFORM CONSTITUTES, OR IS MEANT TO CONSTITUTE, ADVICE OF ANY KIND. IF YOU REQUIRE ADVICE IN RELATION TO ANY LEGAL, FINANCIAL OR MEDICAL MATTER YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL.

BY USING THE BRIDGES PLATFORM, YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE REASONABLE. IF YOU DO NOT BELIEVE THEY ARE REASONABLE, YOU MUST NOT USE THE BRIDGES PLATFORM.

YOU ACCEPT THAT, AS A LIMITED LIABILITY COMPANY, BRIDGES HAS AN INTEREST IN LIMITING THE PERSONAL LIABILITY OF ITS MEMBERS, OFFICERS, DIRECTORS AND EMPLOYEES. YOU AGREE THAT YOU WILL NOT BRING ANY CLAIM PERSONALLY AGAINST BRIDGES’ MEMBERS, OFFICERS, DIRECTORS OR EMPLOYEES IN CONNECTION WITH ANY DISPUTE, LOSS OR DAMAGE. WITHOUT PREJUDICE TO THE FOREGOING, YOU AGREE THAT THE LIMITATIONS OF WARRANTIES AND LIABILITY SET OUT IN THIS AGREEMENT WILL PROTECT THE BRIDGES’ MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AFFILIATES, PARENTS, SUBSIDIARIES, SUCCESSORS, ASSIGNS AND SUB- CONTRACTORS AS WELL AS BRIDGES.

EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

Indemnification.
You hereby agree to indemnify, defend, and hold harmless Bridges, its licensors, and each such party's directors, officers, parents, subsidiaries, affiliates, members, employees, agents, attorneys, independent contractors and vendors from and against any and all claims, losses, expenses, liabilities, damages or demands (including attorneys' fees and costs incurred), in connection with or resulting from, directly or indirectly: (i) your use or misuse of or inability to use the Bridges Platform, any Merchandise and/or any Professional Service, (ii) your violation of this Agreement, (iii) your violation of any applicable law or regulation; (iv) your violation of the rights of another (including but not limited to Professionals), and (v) Your Information and content that you submit or transmit through the Bridges Platform. Bridges reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any such claim or matter without the prior written consent of Bridges.

Mutual Arbitration Agreement.

Informal Negotiations. To expedite resolution and reduce the cost of any dispute, controversy or claim, past, present, or future, between you and Bridges, including without limitation any dispute or claim related to or arising out of this Agreement ("Dispute"), you and Bridges may attempt to negotiate any Dispute informally (the "Informal Negotiations") before initiating any arbitration or court proceeding. Such Informal Negotiations will commence upon written notice. Your address for any notices under this section is your email address and/or physical address that you have provided to Bridges. Bridges’ address for such notices is: [email protected] and/or by mail to Bridges at the address set forth in this Agreement

Arbitration. If a Dispute is not resolved through Informal Negotiations, you and Bridges agree to resolve any and all Disputes (except those Disputes expressly excluded below) through final and binding arbitration ("Arbitration Agreement"). This Arbitration Agreement shall be governed by the Federal Arbitration Act and evidences a transaction involving commerce. The arbitration will be commenced and conducted before a single arbitrator under the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website (www.adr.org). Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). Each party will pay the fees for his/her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The arbitrator will make a decision in writing. Additionally, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. However, the preceding sentence shall not apply to the "Class Action Waiver" described in Section d below.

Excluded Disputes. You and Bridges agree that the following Disputes are excluded from this Arbitration Agreement: (1) any Dispute seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights; (2) individual claims in small claims court; (3) any claim that an applicable federal statute expressly states cannot be arbitrated; and (4) any claim for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this Arbitration Agreement may be rendered ineffectual.

WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION.

You and Bridges agree to bring any Dispute in arbitration on an individual basis only, and not as a class or collective action. There will be no right or authority for any Dispute to be brought, heard or arbitrated as a class or collective action ("Class Action Waiver"). Regardless of anything else in this Arbitration Agreement and/or the applicable AAA Rules or AAA Consumer Rules, the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.

Rules/Standards Governing Arbitration Proceeding. A party who wishes to arbitrate a Dispute covered by this Arbitration Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the Dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The location of the arbitration proceeding shall take place in the city or county where you reside, unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator's decision/award.

Severability. You and Bridges agree that if any portion of this section entitled "Mutual Arbitration Agreement" is found illegal or unenforceable, that portion will be severed and the remainder of this Section will be given full force and effect.

Governing Law; Jurisdiction.
Except for the Arbitration Agreement contained herein, which is governed by the Federal Arbitration Act, this Agreement is governed and interpreted pursuant to the laws of the Commonwealth of Virginia, notwithstanding any principles of conflicts of law. For all Disputes not subject to arbitration, You agree to submit to the personal and exclusive jurisdiction and venue of the Circuit Court of Fairfax County, Commonwealth of Virginia.

Assignment.
This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement shall inure to the benefit of permitted successors and assigns.

General Provisions.
All provisions that should by their nature survive the expiration or termination of this Agreement, shall so survive. No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement. A failure by Us to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the entire agreement between you and Bridges with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement. You agree that regardless of any statute or law to the contrary, any Dispute, claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such Dispute, claim or cause of action arose or be forever barred. All notices provided by a party in connection with this Agreement will be deemed given as of the day they are received either by email, messenger, delivery service, or in the U.S. Mail, postage prepaid, certified or registered, return receipt requested, and addressed as follows: Your address for such notices is your email address and/or physical address that you have provided to Bridges. Bridges’ address for such notices is: [email protected] and/or by mail to Bridges at the address set forth in this agreement. The captions in this Agreement are solely for convenience and shall not affect the interpretation of this Agreement. This Agreement shall not be modified except in writing signed by both parties or by means of a new posting by Bridges, as described below. This Agreement shall be interpreted as if jointly drafted by the parties. Bridges shall have no liability to you for any failure or delay in performing its obligations in this Agreement where such failure or delay is caused by an event or circumstance beyond Bridges’ reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, failure of Professionals to perform, flood, fire, explosion, acts of terrorism or accident.

Changes to this Agreement.
We reserve the right, at our sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement at any time, effective with or without prior notice. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Bridges Platform. Your continued use of the Bridges Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes.

Severability
These Terms shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

Contact Information.
If you have any questions regarding this Agreement, please contact Us at [email protected].

 

Last updated: June 24, 2022