Bridge Terms of Use

A. Definitions

• Client: A brand or buyer of services on Bridge.
• Agency: A marketing provider, studio, or consultant on Bridge.
• Project: An engagement (brief, proposal, retainer, SOW) formed after an introduction on Bridge.
• Introduction: Any circumstance in which you became aware of, were matched with, or interacted with a counterparty via the Service (e.g., discovery, messaging, proposals).
• Platform Fee: Bridge's fee on qualifying Projects (see Section F).

B. Eligibility & Accounts

1. Eligibility. You must be 18+, able to form a binding contract, and not barred under applicable laws (including sanctions/export controls). You may not use the Service where prohibited.
2. Registration & Security. Provide accurate information and keep it updated. You are responsible for all activity under your account and for safeguarding credentials.
3. Verification & Compliance. To protect the marketplace and comply with law, Bridge may request identity or compliance documentation at any time (e.g., government-issued ID, taxpayer identification, and payment-verification documents). Failure to timely provide or pass verification may result in suspension or termination.

C. Marketplace Workflow (How Bridge Operates)

1. Discovery & Proposals. Clients may publish briefs; Agencies can be invited to submit proposals. Participation features may require Bridge approval.
2. Your Contracts. Clients and Agencies negotiate scope, pricing, milestones, and SOWs directly. Bridge is not a party to those contracts and does not manage performance.
3. Payment Rails. All Client→Agency payments for work resulting from an Introduction must be processed through Bridge (or our designated payment partner). See Section F.

D. What Bridge Does—and Does Not Do

• Bridge does: operate the platform; facilitate introductions, proposals, deposits/milestones/retainers; set eligibility criteria.
• Bridge does not: perform, supervise, guarantee, or price your Project; provide legal/financial/professional advice; guarantee outcomes; or ensure any particular Client/Agency is suitable.

E. Acceptable Use, Content, & Confidentiality

1. Acceptable Use. You will not: violate law; infringe IP or privacy rights; introduce malware; scrape/harvest data; spam; misrepresent identity/capabilities; bypass payment flows; or interfere with Service operation.
2. User Content. You retain ownership of briefs, profiles, proposals, messages, files, and other content ("User Content"). You grant Bridge a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, use, reproduce, adapt, publish, display, and distribute User Content as needed to operate, improve, and promote the Service; and you grant other users the rights necessary to view and interact with your User Content via the Service. Bridge may remove content that violates these Terms or law; we have no duty to monitor.
3. Confidentiality. Non-public project, business, pricing, and platform information reasonably considered confidential is "Confidential Information." Each recipient will use at least reasonable care, limit use to the intended purpose, and (where lawful) provide notice if compelled by law to disclose.

F. Fees, Payments, & Taxes

1. On-Platform Payments. For any Introduction, all Client→Agency payments for Project work must be processed through Bridge (or our payment partner). This protects both sides and the marketplace.
2. Platform Fee. Unless Bridge agrees otherwise in writing, the default Platform Fee is 15% of the total Project value (fixed, milestone, or the first 12 months of a retainer) on amounts paid by Client to Agency for work resulting from an Introduction. We may charge the Client, deduct from Agency disbursements, or split—your Order Form/Project page/invoice will specify.
3. Deposits & Disbursement. Bridge may require a ≥30% deposit before work starts. Funds are held/applied/disbursed per the authorized schedule. Bridge is not a bank; funds may be held by payment processors subject to their terms.
4. Processing & Refunds. Payment partners may charge card/ACH or similar processing fees. Bridge fees are non-refundable unless stated in writing.
5. Abandoned Funds. Amounts that cannot be released due to your inaction or missing information and remain unclaimed for 90 days may be deemed abandoned and become Bridge property without refund or credit.
6. Taxes. Each party is responsible for its own taxes, filings, and withholdings. Bridge may issue tax forms where required by law (e.g., 1099-K or similar), but otherwise does not determine, collect, or remit your taxes.

G. Non-Circumvention, Disintermediation, & Audit

1. Restriction Period. From Introduction and for 12 months after the later of (i) your last Project payment via Bridge between the same parties, or (ii) account termination/suspension (the "Restriction Period"), you will not contract or exchange payments off-platform with that counterparty unless Bridge consents in writing.
2. Liquidated Damages. If Bridge determines you breached this Section, you owe as liquidated damages (not a penalty): (a) 2× the Platform Fee that would have been payable to Bridge for the off-platform work; plus (b) reasonable enforcement costs (including attorneys'/auditors' fees); plus (c) 10% annual interest (or max permitted) from the earlier of the off-platform start or your account termination.
3. Records & Audit. Maintain accurate Project/payment records sufficient to demonstrate compliance for 3 years after the Restriction Period. On reasonable notice, Bridge (and professional advisors) may audit up to 3× per year to confirm compliance.

H. Intellectual Property & Feedback

The Service (software, UX, Bridge IQ scoring, logos, marks, and other materials) is owned by Bridge or its licensors and protected by IP laws. Except as expressly granted, no rights are transferred. You may submit feedback/ideas, which you license to Bridge on a perpetual, irrevocable, royalty-free basis for any purpose without attribution or compensation.

I. Privacy & Data Practices

Your use of the Service is subject to our Privacy Policy. Among other things, you acknowledge that Bridge may request and process taxpayer and payment-verification documents and other information for fraud prevention and legal compliance, and that we retain data as long as necessary to provide services, then delete/anonymize (subject to legal obligations).

J. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, BRIDGE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED (INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, AND SECURITY). YOU ARE SOLELY RESPONSIBLE FOR SELECTING COUNTERPARTIES AND CONTRACT TERMS AND FOR RELIANCE ON ANY CONTENT OR INFORMATION.

K. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRIDGE AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS/REVENUE; LOSS OF DATA; OR BUSINESS INTERRUPTION.

SUBJECT TO APPLICABLE LAW, BRIDGE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF (A) THE PLATFORM/PROCESSING FEES YOU PAID TO BRIDGE IN THE 12 MONTHS BEFORE THE EVENT OR (B) USD $100.

L. Indemnification

You will defend, indemnify, and hold harmless Bridge and its affiliates, officers, employees, and agents from and against claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) your use of the Service; (ii) your User Content; (iii) your contracts/projects/payments with other users; (iv) your violation of law or these Terms; or (v) any allegation that your content or conduct infringes or misappropriates third-party rights.

M. Dispute Resolution (Arbitration; Class Waiver)

1. Informal Resolution (30 days). Before filing a claim, email hello@pickbridge.com with a brief description and contact info; we'll try to resolve in good faith within 30 days.
2. Arbitration (Los Angeles, CA). If unresolved, any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules (or Consumer Rules, if applicable), before a single arbitrator, in Los Angeles County, California. The Federal Arbitration Act governs.
3. Equitable Relief. Either party may seek injunctive/equitable relief in court to protect IP, data security, or Confidential Information.
4. Class/Jury Waiver. No class, consolidated, or representative actions. No jury trial.
5. Small-Claims Option. Either party may bring an individual action in California small-claims court (Los Angeles County) if within that court's jurisdiction.
6. Opt-Out (Individuals Only). Individuals may opt out of arbitration by emailing hello@pickbridge.com within 30 days of first acceptance; this does not affect earlier-arising disputes.

N. General

• Governing Law & Venue. California law governs (without conflicts principles), subject to Section M. Where a claim may be filed in court, the state/federal courts in Los Angeles County, CA have exclusive jurisdiction and venue.
• Changes to Terms. We may update these Terms; the "Last Updated" date will reflect changes. Continued use after changes constitutes acceptance.
• Assignment. You may not assign without Bridge's written consent. Bridge may assign freely.
• Force Majeure. Bridge isn't liable for delays/failures beyond our reasonable control (e.g., internet outages, strikes, acts of God, war, government actions).
• No Waiver; Severability; Entire Agreement. A failure to enforce isn't a waiver. If any provision is unenforceable, the rest remains in effect. These Terms (plus the Privacy Policy) are the entire agreement.
• Export Controls & Sanctions. You certify you're not located in or a national/resident of any restricted country and aren't on a denied-party list.
• Beta/Experimental Features. Provided "as is," may change or be discontinued anytime.

O. Notices