1. GENERAL INFORMATION
2. INTERPRETATION
3. PLATFORM DESCRIPTION
4. GENERAL TERMS OF ACCESS
5. TYPES OF USERS
6. TEAM MEMBERS
7. TYPES OF SUBSCRIPTIONS
8. ACCOUNT REGISTRATION AND ACCESS TO THE PLATFORM CONTENT AND FUNCTIONALITIES
9. PAYMENT
10. REFUND POLICY
11. RENEWAL OF YOUR SUBSCRIPTION
12. UPGRADING OR DOWNGRADING YOUR SUBSCRIPTION
13. TEMPORARY OR PERMANENT RESTRICTION OF ACCESS TO THE PLATFORM
14. CONSEQUENCES OF TERMINATION
15. FREE OR DISCOUNTED TRIALS
16. ADVISING SERVICES
17. FUNCIONALITIES
18. BRIDGEWHAT QUALITY COMMITMENTS
19. HIDING CONTENT FROM OTHER USERS
20. AFFILIATES AND INTERMEDIATION
21. INTELLECTUAL PROPERTY
22. USER OBLIGATIONS
23. DATA PROTECTION
24. WARRANTIES AND LIMITATION OF LIABILITY
25. LINKS
26. USER CONTENT, COMMENTS AND INTERACTION
27. USER REPUTATION
28. NOTICES
29. FORCE MAJEURE
30. MODIFICATIONS TO THE PLATFORM AND/OR TO THESE TERMS OF SERVICE
31. MISCELLANEOUS
32. SUGGESTIONS AND COMPLAINTS
33. APPLICABLE LAW AND JURISDICTION
1. GENERAL INFORMATION
1.1. These terms of service (“Terms of Service”) explain the general terms that govern the access and use of the different websites, products and services offered by Bridgewhat (“Bridgewhat”, “we”, “our”, “us”), as defined below, through https://bridgewhat.com/ and any of its subdomains and related sites (the “Platform”).
1.2. These Terms of Service are binding for any person accessing or using our Platform, as well as for any third-party on whose behalf a person is accessing or using our Platform (“User”, “you”,
“your”).
1.3. By accessing or using our Platform, you acknowledge that you have read and understood these Terms of Service, and that you agree to be bound by them, as well as by our Cookies Policy
and by our Privacy Policy.
1.4. If you are based in Spain, Bridgewhat shall mean the following company:
-Company name: WhyStar Delta SP, SL
– Company number (“NIF”): B01760776
-Address: Calle del Camino Ancho 1, 28109, Alcobendas, Madrid (Spain)
-Email address: bridgewhat@bridgewhat.com
-Registry information: Registro Mercantil de Madrid, Tomo 40737, Folio 85, Sección X, Hoja Registral M-722819, Inscripción 1ª
1.5. If you are based in Portugal or in any country other than Spain, Bridgewhat shall mean the following company:
-Company name: WHYSTAR DELTA PT, LDA.
– Company number: 516 059 416
-Address: Rua Ernesto da Silva 52, 4B, 1500-169, Lisboa (Portugal)
-Email address: bridgewhat@bridgewhat.com
1.6. In case you and Bridgewhat have agreed to different terms on a separate document (such as a purchase order or an agreement for the provision of additional or specific advisory services),the terms of that separate agreement will prevail in the event of conflict with this Terms of Service.
2. INTERPRETATION
2.1. The title headings of the sections of this Terms of Service are solely for the sake of convenience and shall bear no weight in the interpretation of this Terms of Service.
2.2. Where the context requires, words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine gender and vice versa.
2.3. The original version of these Terms of Service is drawn up in English, and the English version of this Terms of Service shall prevail in the event of any conflict with any version of these Terms of Service or portion thereof that has been translated into another language (including Spanish).
3. PLATFORM DESCRIPTION
3.1. The Platform allows businesses and individuals acting in their professional capacity (e.g.,entrepreneurs) to interact with Bridgewhat and with each other with the final aim of accelerating their growth.
3.2. The Platform is created with the objective of improving and enhancing the qualification of its Users, as well as the information they have for the complete performance of growth projects in a transparent, more efficient and competitive profit-promoting way for companies. These principles shall guide the rendering of services to Users, as well as the Users relationships and interactions with Bridgewhat, other Users and/or other individuals or businesses who may collaborate in the fulfilment of the Platform’s purposes.
3.3. Please, note that:
a) The Platform is not and shall not be considered or used as a platform for pooling interests between companies, with the nature of a consortium, grouping, association, union, cartel or other aiming to align interests and commercial practices with the susceptible objective of distorting the rules of free market competition and jeopardizing the healthy operation of the market and the healthy exercise of the commercial activity of its Users.
b) The Platform and all the products and services offered therein are intended only for companies and individuals (e.g., entrepreneurs) acting in their professional capacity (not for personal and private use).
c) Bridgewhat’s activity is limited to the provision of the Platform and its related services. Therefore, Bridgewhat is alien to any deal, agreement or relationship that is built between the Platform Users.
d) The Platform does not seek to limit the interactions between Users in the market. That means that Users are free to reach any agreement outside the Platform (even if said agreements contravene these Terms of Service) without limitation and with no liability for Bridgewhat whatsoever.
3.4. When using the Platform, you must comply with all applicable laws. In particular, you undertake to comply with all rules and regulations on competition. Among others, you must not carry out any action that has as its object or effect the prevention, restriction or distortion of competition (e.g., antitrust concerted practices, abuse of a dominant position, etc.).
3.5. Bridgewhat condemns any and all practices who seek to prevent, restrict or distort market competition. Although Bridgewhat is not obliged to undertake an ex-ante control of the activities performed by the Users through the Platform, in the event of becoming aware that any User is using the Platform to carry out anti-competitive practices, BridgeWhat will take any necessary action to prevent, avoid and correct said practices, including, by way of illustration, temporarily or permanently blocking the User’s access to the Platform or, where applicable, informing the competent authorities.
4. GENERAL TERMS OF ACCESS
4.1. To access and use the Platform you must be at least eighteen (18) years of age.
4.2. By accessing and using the Platform you represent and warrant that you have the legal authority to bind yourself or the third-party on whose behalf you are acting (for instance, the entity or company you work for) to these Terms of Service.
4.3. Additionally, when acting on behalf of a third-party, you represent that you have the legal authority to make decisions (such as moving from a free subscription to a paid subscription, adding or removing admin permissions, etc.) on behalf of said third-party.
4.4. In order to be able to have broader access to the functionalities of the Platform, you may need to register an account (see Section 8).
4.5. Please, note that if you register an account with an email address controlled by a third-party (such as a corporate email that is controlled by your employer), you acknowledge that you will be considered as a member of that third-party (as further explained in Section 6). Your User account will be automatically linked to that third-party dashboard, and said third-party will be able to delete, transfer, access and control your User account and all the content and data of your User account, with our without prior notice to you and without any liability to Bridgewhat.
4.6. You are solely responsible for choosing a secure password, as well as for keeping said password (together with any other log-in information, such as your username) confidential. Your log-in information is non-transferable.
4.7. You are solely responsible for any activity carried out through your User account, including any and all losses, damages, liability, expenses and attorneys’ fees incurred by Bridgewhat or a third party due to your use (or somebody else’s use, whether authorized or non-authorized) of your User account.
4.8. If you become aware or suspect that a third party may be accessing your User account, you must promptly notify Bridgewhat by sending an email to bridgewhat@bridgewhat.com. Please, note that even if you had advised Bridgewhat of an unauthorized use of your User account, Bridgewhat shall not be liable for any loss, damages, liability, expenses or attorneys’ fees arising out of or in connection with a third-party access or use of your User account.
4.9. You represent that, when registering a User account, you will provide truthful and up to date information and that you will not use a false identity or the identity of a third party.
5. TYPES OF USERS
5.1. Users of the Platform can be classified into different categories, depending on whether they have registered a User account and on whether they have purchased a free or a paid subscription. You can find a broad description of the different types of Users below:
a) “Visitors”: any User that accesses and uses the Platform but who has not registered an account.
b) “Subscribers”: any User that has registered an account.
c) “Participants”: any User that has registered an account and, in addition, has purchased a paid subscription. Notwithstanding the foregoing, “Advisors” and “Affiliates”, as defined below, may have also free subscriptions available. A Participant may be a:
o “Company”: a Company is a legal entity that wishes to use the Platform to improve their business network and visibility and to access and/or offer different products and services (subject to the limitations of the functionalities included in the subscription package purchased).
o “Advisor”: an Advisor is an individual acting in their professional capacity that wishes to use the Platform to offer advising services to other Users. Registration as an Advisor may be subject to invitation by Bridgewhat and/or to a prior confirmation or to an ex-post approval by Bridgewhat, as described in Section 8.
o “Affiliate”: an Affiliate is a legal entity or an individual acting in their professional capacity whose task is to promote the Platform in order to attract new Users. Both Companies and Advisors are deemed to be Affiliates since the moment of their registration, but other individuals (not legal entities) may choose to register in the Platform solely as Affiliates. In the latter case, registration as a mere Affiliate may be subject to invitation by Bridgewhat and/or to a prior confirmation or to an ex-post approval by Bridgewhat, as described in Section 8.
5.2. Please, note that the scope of access to the Platform contents and functionalities will vary according to the type of User and to the subscription that the User has purchased (if any).
6. TEAM MEMBERS
6.1. Please note that a Company may have (where the Platform so allows) one or more of its members accessing the Platform (for example, various employees of the same organization may access the Platform).
6.2. Team members may be assigned different roles by their Company. In particular, certain team members may be given (and revoke) admin rights.
6.3. Every Company needs to appoint at least one team member with admin rights.
6.4. Team members need to register a User account, which will be linked to the dashboard of the Company to which they belong.
6.5. Except where the context requires otherwise, the term User shall also refer to all the team members of a Company.
6.6. Companies who have team members accessing the Platform are responsible for:
a) Any damages caused by said team members. Bridgewhat shall be exempt from any liability in this regard and you shall keep Bridgewhat harmless from any claim arising in connection thereof.
b) Promptly suspending the access of any team member who the Company or Bridgewhat reasonably considers that is using the Platform in breach of these Terms of Service.
7. TYPES OF SUBSCRIPTIONS
7.1. Bridgewhat offers different types of subscriptions:
a) Free subscriptions: as of the date these Terms of Service were last updated, free subscriptions are available to Subscribers, Advisors and Affiliates.
b) Paid subscriptions: as of the date these Terms of Service were last updated, paid subscriptions are only required for Users who want to become a Participant Company. Bridgewhat offers different tiers of paid subscriptions, namely: Crystal, Silver, Gold and Platinum.
7.2. More information on the types of subscriptions offered by Bridgewhat and their respective functionalities and prices is available in the following link: https://bridgewhat.com/get-started/.
8. ACCOUNT REGISTRATION AND ACCESS TO THE PLATFORM CONTENT AND FUNCTIONALITIES
8.1. The process to register an account and the time when you will be granted access to the Platform content and functionalities will vary depending on which type of User you are:
a) Visitor: no registration is needed. Any Visitor has immediate access to certain sections of the Platform (such as the landing page, general content about Bridgewhat and the Platform, information about the prices and functionalities of each subscription
package, etc.).
b) Subscriber: to become a Subscriber, a User must necessarily register an account. Subscribers enjoy the benefits of the free subscription (such as accessing content publish by Participants) immediately after registration.
c) Company: to become a Participant Company, a User must necessarily register an account and purchase a paid subscription. The Company will enjoy the benefits of its paid subscription immediately after the subscription has been paid and the payment has been correctly processed by Bridgewhat.
d) Advisor: to become a Advisor, a User must necessarily register an account and purchase the corresponding subscription. The Advisor will enjoy the benefits of its subscription immediately after Bridgewhat has validated its profile. Subscriptions for Advisors may be offered for free, but Bridgewhat reserves the right to make subscriptions for Advisors paid subscriptions at any time, following the procedure set out in Section 9.7.
e) Affiliate: to become an Affiliate, a User must either register first as a Company or
Advisor or register directly as an Affiliate. In the latter case, the Affiliate will need to be validated by Bridgewhat first.
8.2. Please, note that registration as and Advisor or as a mere Affiliate may be subject to invitation.
8.3. In order to register (and maintain) an account, you must comply with the following admission
criteria:
a) Be duly identified and identifiable.
b) Hold a valid national or foreign tax identification number.
c) Inform Bridgewhat of any circumstance that may be relevant to your participation in the Platform, including cases where you may qualify or be especially related to: o Any persons who may pose an increased risk in anti-money laundering and/or terrorist financing matters, including, without limitation, politically exposed persons, close family members, persons recognized as closely associated, holders of other political or public or other offices to which the anti-money laundering and/or terrorist financing laws imposes special surveillance duties; o Entities whose beneficial owner is one of the persons referred to in the paragraph above. o Legal persons under public law or entities qualified as public entities, or others whose capital may be held or controlled by public entities, in particular those that are part of the corporate public sector under any applicable laws.
8.4. Please, note that Bridgewhat reserves the right to examine at any time whether you meet (and continue to meet at all times) the above-mentioned criteria. In case Bridgewhat concludes, at its own but reasonable discretion, that you don’t meet the above-mentioned criteria, Bridgewhat shall be entitled to temporarily or permanently block your User account.
9. PAYMENT
9.1. Although certain features of the Platform are available to Users at no charge, as explained above, broader access to the Platform (which may include, by way of example, access to a credentials board, access to the so called “I want to buy” and “I want to sell” functionalities, etc.) require the payment of a fee.
9.2. Fees are dependent on the type of subscription.
9.3. More information on the different types of subscriptions offered by Bridgewhat and their respective functionalities and prices is available in the following link: https://bridgewhat.com/get-started/.
9.4. Subscription fees are payable at the beginning of each subscription term. For instance, if you have purchased a monthly subscription, your subscription fee will be charged to you at the beginning of each month.
9.5. Payments shall be made through one of the payment methods available on the Platform (at the moment, payments can only be made by credit card).
9.6. Fees are payable in euros (EUR / €).
9.7. Bridgewhat reserves the right to modify the subscription fees at any time. By way of example, a free feature may become a paid feature, or a certain subscription fee may be increased or decreased. For Users who have an on-going subscription, thirty (30) days’ notice will be given before any modification in fees takes effect. Additionally, new prices will not apply until the beginning of the next subscription term.
9.8. All payments are processed through a third-party service provider. Bridgewhat does not guarantee and is not responsible for the availability or accessibility of the payment gateway, or for any failures, errors or delays in payment not attributable to Bridgewhat.
9.9. You will pay all additional costs that may be applied to the transaction for any reason, including but not limited to currency exchange rates, value-added taxes, duties or any other taxes and fees. Should any payment be subject to withholding tax by any government, you shall reimburse Bridgewhat for such withholding tax.
9.10. If you request an invoice, said invoice will be sent to you in electronic form.
10. REFUND POLICY
10.1. Except as otherwise expressly set forth herein, amounts payable under these Terms of Service are non-refundable (not even in case of partial consumption).
11. RENEWAL OF YOUR SUBSCRIPTION
11.1. The subscription term will automatically renew (and we will automatically charge you the applicable fees) for additional subscription terms of equivalent length, unless you decide to cancel your subscription prior to the expiration of the then-current subscription term.
11.2. You may cancel your subscription at any time. However, please note that the cancellation does not have retroactive effects and will only be effective at the end of the then-current subscription period, which means that:
o The non-consumed fees paid for the then-current subscription term will not be refunded to you.
o You will continue to have access to the Platform (unless you delete your account) for the time remaining until the end of the then-current subscription term.
11.3. If you cancel your paid subscription (but you do not delete your account) you will automatically be considered as a Subscriber (and therefore, you will still have access to the functionalities of this type of free subscription).
12. UPGRADING OR DOWNGRADING YOUR SUBSCRIPTION
Upgrading
12.1. If you change your then-current subscription to a subscription of a higher tier, said change will be effective immediately.
12.2. The pro-rata value corresponding to the initial non-used subscription period will be discounted from the total value to pay for your new subscription and a new subscription term will start. By way of illustration, that means that if you have purchased an annual subscription and at the end of the fourth month you decide to upgrade your subscription:
a) We will immediately charge you the fee of your new subscription minus the amount that you already paid for the eight months remaining until the end of your previous subscription.
b) The twelve months of your new annual subscription will start counting from zero at the time you make the change.
Downgrading
12.3. If you change your then-current subscription to a subscription of a lower tier, said change will not be effective until the end of the then-current term.
13. TEMPORARY OR PERMANENT RESTRICTION OF ACCESS TO THE PLATFORM
13.1. We have the right, at our sole discretion, to permanently or temporary restrict or suspend your access to and use of the Platform (including our right to delete your User account), under the following circumstances:
a) For scheduled or emergency maintenance to the Platform, or any part thereof;
b) In the event Bridgewhat ceases to provide, for any reason, access to or any of the services associated to the Platform;
c) If required by law enforcement or by a government agency, or otherwise in order to comply with applicable law or regulation;
d) In the event you don’t comply with any of the admission criteria listed in Section 8.3.
e) If we reasonably believe that you are using the Platform in violation of these Terms of Service or any applicable law;
f) If we reasonably believe that your use of the Platform poses a security risk to us or to any third party;
g) If you are using the Platform for purposes other than those specified in these Terms of Service;
h) If you fail to fulfil the payment obligations hereunder.
13.2. Should a User’s access to the Platform be permanently restricted for any of the circumstances listed in paragraphs a), b) or c) above (except where the application of paragraph c) is consequence of a breach of law or of a breach of these Terms of Service by the User), Bridgewhat shall refund the amount paid by the User which corresponds, pro rata, to the time until the end of the paid subscription term period at the time when such access
restriction came into effect. In all other scenarios, the User shall not be entitled to a refund.
13.3. The fact that Bridgewhat prevents the User from accessing or using the Platform in accordance with the provisions of this section shall not entail any liability for Bridgewhat nor shall it entitle the User to make any kind of claim against Bridgewhat, except for damages caused by Bridgewhat’ wilful misconduct, and provided that they are ruled by a court or tribunal. No amount other than that provided in the immediately preceding paragraph shall be refunded in any capacity whatsoever, even if the User has allegedly suffered any damage or loss, direct or indirect, emerging damages or lost profits.
14. CONSEQUENCES OF TERMINATION
14.1. Please, note that if you are a Participant, upon expiration of the subscription term you will no longer have access to the Platform paid or free features offered to Participants, and therefore you will be deemed to be a mere Subscriber. Furthermore, you will lose all the information linked to your Participant account, except for those data that are necessary to keep your Subscriber account (unless you decide to delete your account):
a) If you had a Company account, we will keep the following information: company name, name and email of the team member assigned admin rights. The User account of all the team members of your Company will be deleted.
b) If you had an Advisor or a mere Affiliate account, we will keep the following information: your name and your email.
14.2. If you later wish to become again a Participant, you will need to upload once more all your other data and information.
14.3. Additionally, if your User account is temporary or permanently cancelled, blocked or deleted by you or by us (under the circumstances stated in these Terms of Service), you may no longer have access to the information and data stored in or related to your User account.
14.4. In the event you wish to keep certain data or information you uploaded to the Platform, you should make sure to have proper backup copies.
14.5. In no event will any termination relieve you of the obligation to pay any fees accrued or payable to Bridgewhat.
15. FREE OR DISCOUNTED TRIALS
15.1. Bridgewhat may, from time to time and its sole discretion, offer free or discounted trials.
15.2. The term, features and particular conditions of free trials will be informed to the User prior to its subscription.
15.3. Unless otherwise stated in the free trial particular conditions, upon expiration of the free trial term, the subscription will automatically become a free subscription (and, therefore, the functionalities will be limited to those available under free subscriptions).
16. ADVISORY SERVICES
General rules
16.1. Certain subscription packages may allow Users to have access -for free or at an additional charge, depending on their subscription package- to advising services.
16.2. These advisory services are provided by Advisors, who are Users of the Platform but who are independent and external to the Bridgewhat’s structure.
16.3. The fees for the advisory services shall be paid by the User to Bridgewhat. Bridgewhat will then make the payment to the Advisor in accordance with the agreement reached between Bridgewhat and said Advisor (after retaining the corresponding commission).
16.4. In order to be able to receive the payment for the services rendered, the Advisor shall upload the relevant invoice to the Platform. The Advisor is solely responsible for uploading said invoices and must do so within sixty (60) of the provision of the services.
16.5. Invoices will be paid by Bridgewhat within thirty (30) days of its receipt. Monitoring of Advisors
16.6. Bridgewhat shall monitor Advisors allowed to render services, without assuming any obligation for their performance and execution.
16.7. Bridgewhat shall maintain, based on the reports of Users who have previously used the Advisor’s service, a minimum control of Users’ degree of satisfaction regarding the services rendered to them.
16.8. Should Bridgewhat consider it must exclude a given Advisor from the pool of professionals available to engage in advisory services by Users for any reason, including incidents outside the Platform’s activity, Bridgewhat shall communicate this fact to the Users with ongoing advisory services with said Advisor.
16.9. Should a consultant be excluded as provided for in the paragraph above, in particular but not exclusively when founded on fears regarding said consultant’s reputation, Bridgewhat may recommend the User to terminate the rendering of the ongoing advisory services, in which case it shall refund to said User the proportion of the price paid for services not yet rendered until that date. Should, in such a scenario, the User wishes to maintain some kind of relationship with the consultant in question, it shall do so without being able to claim any connection between said rendering of advisory services and the Platform or Bridgewhat.
17. FUNCTIONALITIES
17.1. Functionalities are available to Users depending on their subscription tier.
17.2. Please, note that it is not permitted to use functionalities in a way that intends to emulate functionalities not available to your subscription tier. By way of example, if your subscription tier does not allow you to make use of the so called “I want to buy” and “I want to sell” functionalities, you must not use other feature in a way that emulates the characteristics of said functionalities (e.g., you must not write posts that constitute specific offerings for buying or selling goods and services).
17.3. Where a User makes use of functionalities such as ”Partnerships”, “Campaigns”, “Samplings”, “Protocols” or any other functionality that allows the User to upload advertising contents or to promote or provide services and products (irrespective of whether said services and products are samples or not), the User takes full responsibility for any claim arising out of or connection with said contents, products or services.
17.4. Please, click here if you wish to know more about the characteristics and particular conditions applicable to the different Platform functionalities.
17.5. Furthermore, please note that the use of certain functionalities may require the prior agreement and cooperation between Bridgewhat and the User (e.g., Bridgewhat and the User may need to agree on the deadlines of a campaign; Bridgewhat may request to have access to the offers and perks that a User wishes to provide through the “Sampling” functionality, in order to confirm their adequacy; Bridgewhat may decide not to approve a “Protocol” if the User is offering conditions less favourable than those that the User generally offers for those same services and products outside the Platform, etc.).
17.6. Bridgewhat reserves the right to reject or remove any advertising content, sampling offering or protocol whenever it considers they could unlawful or non-compliant with these Terms of Service (in particular following a substantiated and reasonable claim submitted by another User). In such events, Bridgewhat shall not be obliged make any refunds.
18. BRIDGEWHAT QUALITY GUARANTEES
18.1. In order to ensure that the Platform truly helps its Users to improve their network and business opportunities, Bridgewhat offers the following quality guarantees to Companies that have purchased a Platinum subscription:
a) If a Company makes use of the “I want to buy” functionality, and no User of the Platform shows an interest in the offering within a reasonable time, Bridgewhat will seek, outside the Platform, potential customers and/or providers until the Participant obtains at least one (1) lead.
b) If a Company requests advisory services, and no Advisor of the Platform shows an interest in the offering within a reasonable time, Bridgewhat will seek, outside the Platform, potential advisors until the Participant obtains at least one (1) lead.
c) If a Company makes use of the “Partnership” functionality, and no (0) Users of the Platform show interest in the offering, Bridgewhat will seek, outside the Platform, potential customers and/or providers until the Participant obtains at least one (1) partner (in total).
18.2. For the purposes of this Section, a “lead” shall mean an organization or individual acting in their professional capacity that expresses an interest in the Participant’s offer along with the will to further develop the initial commercial contact (irrespective of whether said offering is made via the “I want to buy” functionality, via a request for Advisory services or via a “Campaign”). Under no circumstances does Bridgewhat guarantee that said interest and will conduct to successful conversations or that an agreement will be reached between the Participant and the lead. Bridgewhat’s guarantee is limited to the provision of the company information of the lead to facilitate the contact between the Participant and the lead. Any further interaction between the lead and the Participant shall be considered completely alien to Bridgewhat.
18.3. The quality guarantees defined in Section 18.1 will have no effect and therefore Bridgewhat shall not be obliged to provide the Company with any lead in the following scenarios:
a) If the Company has decided to hide content from other Users (even if only from one specific User), as described in Section 19.
b) If the Company has carried out any action or omission in the past that may have impacted its reputation or valuation between the participants of the targeted market.
c) If the Company’s buying or selling offering, campaign or partnership is objectively not adequate or adapted to the market needs (e.g., if prices are considerably lower or higher to the markets prices, if the demand or supply of the relevant products and services is almost non-existent, etc.).
d) If the Company has not correctly filled out the different forms and templates available in the Platform for the publication and launch of offerings and campaigns.
18.4. Furthermore, in the event that, for reasons other than those stated above, the search for leads requires Bridgewhat to make efforts that are disproportionate or commercially non- reasonable. Among others, Bridgewhat will not be obliged to continue its search if it can demonstrate that it has taken reasonable actions to obtain a lead, and that, despite its continued efforts, no market player has shown an active interest in the Company’s offering.
19. HIDING CONTENT FROM OTHER USERS
19.1. The Platform allows Users to hide certain content from other Users (e.g., you may choose to hide “I want to buy” and “I want to sell” offerings from a competitor, in order to avoid disclosing business-sensitive information such as selling prices or special discounts).
19.2. Please, note that there is content and information that cannot be hidden from other Users under any circumstances (i.e., general information about the User, the credentials board, etc.).
19.3. You may hide content only on the basis of objective reasons. You must not hide content with the aim of unlawfully affecting competition (e.g., you must not hide content from a specific User on non-objective and non-justified discrimination grounds, you must not hide content from a specific User with the purpose of placing them at a competitive disadvantage).
20. AFFILIATES AND INTERMEDIATION
20.1. As stated in Section 5, one of the types of Participants that have access to the Platform are the Affiliates. Affiliates may be:
a) Companies or Advisors: these types of Participants are automatically deemed to be also Affiliates.
b) Mere Affiliates: individuals may choose to register solely as Affiliates (subject to invitation and validation by Bridgewhat).
20.2. Affiliates get the right to receive a commission on the subscription fees paid by its referred Users, as further explained in Section 20.6.
20.3. The Affiliate is entitled to receive a commission not only on the subscription fees paid by the referred User where they first purchase a paid subscription, but on the subscription fees paid by said Users every time their subscription is renewed.
20.4. The right to receive a commission will automatically end if the referred User cancels or, for any other reason, ceases to have a paid subscription in force (even if that same User purchases a new subscription later on).
20.5. Currently, the following commission scheme apply:
Years that a referred User maintains a paid subscription in force | Commission paid to the Affiliate
20.6. The commission is calculated on the subscription fees paid by the referred Users excluding:
a) Any discount that has been applied to the User.
b) VAT and other indirect taxes.
c) The amount of the subscription fees that corresponds to the revenue share of the Advisors, where the subscription package acquired by the referred User includes advisory services.
20.7. In the event a referred User upgrades its subscription, the count of the years that a
referred User maintains a paid subscription in force will restart (meaning that the Affiliate will be entitled to the commission corresponding to year one).
20.8. In order for an Affiliate to receive a commission, the following criteria must be met (cumulatively):
a) The referred User must purchase a paid subscription within three (3) months of the User having been registered as a “prospect” by the Affiliate. The means for registration of “prospects” (e.g., a specific affiliation platform, email, etc.). will be indicated by Bridgewhat and may be modified by at any time.
b) At the time of purchasing the paid subscription, the “prospect” will have to indicate the code assigned by Bridgewhat to the Affiliate. It is the Affiliate’s sole responsibility to make sure to communicate its affiliation code to the “prospect” and to encourage the “prospect” to indicate it at the time of registration. If the “prospect” fails to indicate the Affiliate’s code when purchasing the paid subscription (or if the “prospect” indicates an affiliation code that corresponds to another Affiliate), the Affiliate will not be entitled to receive a commission.
c) In the event the “prospect” does not acquire the paid subscription within the three (3) months’ period defined in paragraph a) above, the Affiliate will not be entitled to receive a commission (even if the “prospect” ends up acquiring a paid subscription later on). Furthermore, at the end of the three (3) months’ period defined in paragraph a), Bridgewhat may assign, at its sole discretion, the “prospect” to another Affiliate, in which case the three (3) months period defined in paragraph a) will start over with respect to this newly appointed Affiliate.
d) The referred User must be a new User. This means that the User must not be registered as a current or former User in Bridgewhat’s databases.
20.9. The Affiliate undertakes to register as “prospects” only potential Users with whom the Affiliate has been in touch and who have shown a real interest in joining the Platform.
20.10. If more than one Affiliate registers the same “prospect”, the Affiliate whose affiliation code is used by the “prospect” shall be the one entitled to receive a commission (provided that all other requirements -mainly those set out in Section 20.9- are met).
20.11. Please, note that the above conditions (including the commission scheme) may be modified by Bridgewhat at any time, provided that prior notice is given my any of the means described in Section 28.
20.12. An Affiliate that has been approved as an intermediary is only allowed to inform “prospects” of the existence of a business opportunity in the Platform and to promote and explain the characteristics and advantages of joining the Platform.
20.13. With respect to the business opportunity in which the Affiliate is intermediating, the Affiliate is only allowed to inform “prospects” about the information that has been made public in the Platform by the User who has published the opportunity and said information must be communicated by the Affiliate in accurate terms (i.e., not manipulating, hiding or altering any relevant information).
20.14. Under no circumstances shall an Affiliate, acting as an intermediary: (i) communicate “prospects” any conditions that has not been published in the Platform or that has not been previously and expressly approved by Bridgewhat (with respect to Bridgewhat subscriptions) or by the User who has published the opportunity (with respect to the “I want to buy”, “I want to sell” or “Campaign” offerings); (ii) communicate “prospects” any conditions that differ from those expressly made public in the Platform by the User who has published the opportunity.
20.15. The Affiliate shall be solely responsible for any damage resulting from the breach of the obligations provided for in this Section.
20.16. Affiliates must not take any action that may affect the reputation of Bridgewhat or of the relevant User.
20.17. Affiliates must not act on behalf of Bridgewhat or the relevant User without prior and specific authorization to do so.
21. INTELLECTUAL PROPERTY
Bridgewhat’s Content
21.1. All the contents, features and functionalities, including but not limited to all information, software, source code, trademarks, databases, interface, images, text, video, audio, and structure, as well as the design, selection and arrangement thereof, of the Platform are owned by Bridgewhat or its licensors and are protected by copyright, patent, trade secret and other intellectual property rights. You undertake to respect all the intellectual property rights owned by Bridgewhat and or our licensors.
21.2. Subject to your compliance with these Terms of Service (including the payment of any applicable fee), we grant you a limited, non-exclusive, non-sublicensable, and non- transferable to use and access our Platform.
21.3. You may not reproduce, distribute, publicly communicate or transform all or part of the contents of our Platform (including their source code) for any purpose, commercial or otherwise.
21.4. You shall refrain from extracting and reusing all or part of the data and information contained in our Platform. Among others, the User may not apply "screen-scraping", use robots, crawlers, spiders or any other similar technique for automatic extraction, but you also may refrain from extracting information manually.
21.5. Any infringement of Bridgewhat’s intellectual property rights may constitute not only a breach of these Terms of Service but also a violation of copyright laws, trademark laws, privacy laws and publicity and communications regulations. User Content
21.6. You (or your licensors) will remain the sole owner of the content you upload to the Platform.
21.7. Notwithstanding the foregoing, you grant Bridgewhat (and all its authorized service providers) a worldwide, non-exclusive and non-transferable (except in the context of Bridgewhat’s business sale or transfer) license to host, copy, access, process and transmit the content you upload to the Platform in order for Bridgewhat to be able to: (i) provide you with the services and functionalities of the Platform (including, where applicable, making your content visible to other Users of the Platform); (ii) improve the Platform and Bridgewhat’s operations (for example, by analysing your usage data in order to build aggregated statistics that allow us to optimize the Platform’s functionalities); (iii) provide you with better business opportunities by applying different analytical techniques (some of which may use Artificial Intelligence) to your User data and content, in order to be able to find suitable matches (inside or outside the Platform) for your “I want to buy” and “I want to sell” opportunities, “Campaigns”, or any other of your offerings.
21.8. You warrant that you have all rights and authorizations necessary to use any and all content that you upload to the Platform.
21.9. You are solely responsible and agree to defend, indemnify and hold Bridgewhat harmless (and its affiliates, employees, officers and directors) for any claim that the content or data you upload to the Platform infringes third-party rights or any applicable law, or that has, for any other reason, caused injury to Bridgewhat or any other third party.
21.10. If you provide any feedback (including any ideas or suggestion) to Bridgewhat, you agree that Bridgewhat will be free to use, disclose, reproduce, modify, sublicense, transfer, distribute and exploit said feedback in any manner and without compensating you (provided that your personal information is at all times protected).
21.11. Bridgewhat does not pre-screen the content (including any data or feedback) uploaded by Users. Notwithstanding the foregoing, Bridgewhat has the right (but not the obligation) to remove, in its sole discretion, any content that Bridgewhat reasonably believes breaches this Terms of Service, any applicable law or any third-party rights.
22. USER OBLIGATIONS
22.1. By accessing or using the Platform the User undertakes to comply with the provisions of these Terms of Service as well as with any applicable law.
22.2. The following list includes some of the obligations that you, as a User, undertake to comply with, without prejudice to any other obligation that may be applicable to you under these Terms of Service and any applicable law:
i. Not to use the Platform in any manner that may cause damage, interruptions, inefficiencies or defects in the Platform’s operation, or in your own or a third party&’s devices, including by using “bots” or other automated systems to send unreasonable
requests to our servers.
ii. Not to use the Platform for the transmission, installation or publication of any viruses, malicious code or other harmful programs or files, as well as not to use the Platform for spamming or mail-bombing Bridgewhat or any other third-party.
iii. Not to use the Platform for purposes contrary to good faith, morality and public order.
iv. Not to access or try to access any section of the Platform or its connected systems, networks or servers, whose access is restricted.
v. Not to breach, or attempt to breach, the security or authentication measures of the Platform or any network connected to the Platform, or the security or protection measures inherent in the content offered on the Platform.
vi. Not to replicate, reverse engineer, decompile or disassemble the Platform, except in those circumstances authorized by law.
22.3. You undertake to defend, indemnify and hold Bridgewhat harmless (and its affiliates, employees, officers and directors) for any judicial or extrajudicial claim, damage or penalty related to the User’s obligations under these Terms of Service.
23. DATA PROTECTION
23.1. In order to have access to some functionalities of the Platform, and, in particular, in order to register a User account, you must provide certain data and information (such as your name and your email)
23.2. Additionally, the Platform may install cookies.
23.3. At Bridgewhat we take the processing of your personal information very seriously and take the utmost precautions when processing personal data.
23.4. Bridgewhat takes the utmost precautions when processing User's personal data.
23.5. For further information on how your data will be processed when you access and use our Platform, please visit our Privacy Policy and our Cookies Policy
24. WARRANTIES AND LIMITATION OF LIABILITY
General warranties and limitation of liability
24.1. The Platform is provided “AS IS” and “AS AVAILABLE”.
24.2. The Platform is provided without warranty of any kind, whether express or implied. Bridgewhat specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
24.3. You will be solely liable for any damages caused to third parties due to your use (or inability to use) the Platform. Bridgewhat shall be exempt from any liability in this regard and you shall keep Bridgewhat harmless from any claim arising in connection thereof.
24.4. Other than as expressly stated in these Terms of Service (or as provided by law), Bridgewhat does not warrant and shall not be liable for: (i) the vulnerability of the Platform and/or the security measures adopted therein; (ii) the existence and/or transmission of viruses or other
similar harmful components (you are responsible for implementing procedures and checkpoints that are adequate to guarantee your particular requirements for anti-virus protection, as well as for maintaining a means external to Bridgewhat for any reconstruction of any lost data that may be needed); (iii) the lack of accessibility, availability, usefulness or performance of the Platform; (iv) the unlawful access of a third party; (v) any compatibility problems between the Platform and the User’s device; (vi) failures of the Platform caused by any type of technical or security failure affecting the servers of Bridgewhat’s third party service providers; and (vi) any other failure that hinders, delays or prevents the proper functioning of the Platform .
24.5. Unless otherwise required by applicable law, in no event will Bridgewhat be liable to you or to any third party for any loss of profits, loss of data, or any indirect, special, incidental, punitive or consequential damages of any kind arising out of, or in connection with these Terms of Service or with your use (or inability to use) the Platform, even if Bridgewhat has been advised or is otherwise aware of the possibility of such damages.
24.6. In no event will Bridgewhat’s total aggregate liability to you or to any third party arising out of or in connection to this Terms of Service or to your use of (or inability to use) the Platform exceed the total amount of fees you (or, where applicable, your Participant) actually paid to Bridgewhat during the twelve (12) months immediately prior to the accrual of the first claim.
24.7. In the event that the applicable law does not allow the limitation or exclusion of certain liabilities as set forth herein, our liability shall be limited to the maximum extension permitted by the applicable law.
Specific rules with respect to the interactions and services offered by Users
24.8. The Platform allows and facilitates interactions between Users without being a contract formalization mode. Any contract for the sale or supply of goods or services rendered through the Platform shall be carried out at the risk and expense of the corresponding Users or third parties involved.
24.9. Bridgewhat refuses any liability for the truthfulness, seriousness or attitude of some Users before others, complying or not complying, lawful or unlawful.
24.10. Bridgewhat shall not be seen as an intervenient, mediator or facilitator of any business the Participants enter into, even if the market consultation in question or the exchange of proposals and negotiating declarations have taken place exclusively through the Platform.
24.11. Users’ performance, inside and outside the Platform, is alien to Bridgewhat, despite the latter’s rights to monitoring the use of the Platform and the corresponding means of reaction, including sanctions, for violations of these Terms of Service.
24.12. No behaviour of a User objectionable in any order of values, whether its legality, lawfulness, ethics, morality, urbanity, adequacy to good business or otherwise, shall be deemed to have been approved, promoted, stimulated or tolerated by Bridgewhat, who denies all and any responsibility for such behaviours, effective or potential.
24.13. In particular, Bridgewhat shall not assume any liability related to User’s non-compliance with anti-trust and competition law.
24.14. Users undertake to ensure effective compliance with these Terms of Service and with any applicable legal or regulatory rules or administrative, corporate or associative guidelines that apply to them.
25. LINKS
25.1. The Platform may contain links to third-party sites. Bridgewhat shall not be liable for any damage or loss caused or alleged to be caused by or in connection with the content or any other aspect related to said sites.
25.2. Please, note that your access and use of such third-party sites will be governed by said third-party own Terms of Service, privacy policy, cookies policy, and any other applicable terms.
26. USER CONTENT, COMMENTS AND INTERACTION
26.1. Some allow Users to upload content, participate in chats, leave comments or interact with each other and/or with Bridgewhat.
26.2. Please, note that you are now allowed to upload any content or comment that:
a) Promotes hate speech, violence or discrimination against any group on the basis of racial, ethnic origin, sex, gender, sexual orientation, sexual identity, religious beliefs, illness, disability, etc.
b) Promotes products or services whose promotion is restricted (i.e., weapons, drugs, etc.).
c) Are offensive or insulting.
d) May be considered as threatening or intimidating, libellous, defamatory, pornographic or obscene.
e) Infringe the intellectual or industrial property rights, or any other rights of third parties (and in particular, their image rights) or is contrary to the law.
26.3. Bridgewhat reserves the right to delete any content or comment that, in Bridgewhat’s sole but reasonable discretion, breaches these Terms of Service or that, for any other reason, is inappropriate or may cause damage to us or to other User.
27. USER REPUTATION
Credentials Board
27.1. In accordance with the services package subscribed, Users shall be able to access a credentials board, according to the functionalities best described in the Platform.
27.2. Bridgewhat does not assume any commitment to validate the information and documentation included by a User in its credentials board, the corresponding Participant being the sole liable for its truthfulness and accuracy. However, Bridgewhat shall have the power to, in accordance with its discretion, provide clarification to Users or reject the display of information and documents if it has reason to suspect absence of veracity and accuracy, namely certifications or awards that are non-existent or which the User has not received.
27.3. Bridgewhat reserves the right to signal preferences in relation to Users who best position themselves on the credentials board. However, the logic is safeguarded that any User shall know how to achieve such status, in particular by publishing the criteria for granting such status. Reviews
27.4. Under the scope of their activity on the Platform, Users may receive reviews and comments from other Users, including regarding the quality and satisfaction with the supply of goods or services, as well as review and comment other Users, according to the functionalities better described in the Platform.
27.5. The User expressly accepts that such reviews and comments, received or made, shall be made available on the Platform to other Users.
27.6. Users undertake to: i) make only objective and honest reviews; ii) not to carry out any action that may alter the rating system; iii) not to make any review that is contrary to the rules set out in Section 26.
27.7. Bridgewhat will exclude any review that, at its sole discretion, contravene this section or any other provision of these Terms of Service.
28. NOTICES
28.1. We may send notices to you by e-mail, by posting them on the websites and/or dashboards of the Platform or by any other method we choose. Such notice will be effective on dispatch.
28.2. If you want to send notices to us, please use our physical addresses indicated in Section 1 of these Terms of Service or our email address (bridgewhat@bridgewhat.com). Such notice will be effective when received.
29. FORCE MAJEURE
29.1. For the purposes of these Terms of Service, a force majeure event means any event or occurrence beyond the reasonable control of Bridgewhat, including a breakdown or interruption in public or private telecommunications networks, war, riots, disasters, strikes, civil disorder, terrorist acts, unforeseen events, fires, pandemics, explosions or any action by the authorities, including any government regulation.
29.2. Bridgewhat will not be liable for any failure, delay or suspension in the performance of any of its obligations under these Terms of Service caused by a force majeure event.
30. MODIFICATIONS TO THE PLATFORM AND/OR TO THESE TERMS OF SERVICE
30.1. Bridgewhat reserves the right to make, at any time and without prior notice, improvements, replacements or modifications to any functionality or content of the Platform, as well as to discontinue the Platform and its related services, with or without notice, and with no liability to Bridgewhat.
30.2. However, should Bridgewhat make any adverse material change to the Platform main functionalities, it shall notify the Users of this fact and may give the Users the option to cancel their subscription and recover the remainder of the amount paid corresponding to the
non-consumed period.
30.3. Bridgewhat reserves the right to modify or amend these Terms of Service or any of our other policies or guidelines, at any time upon notice to you. We may provide that notice in a variety of ways, including, without limitation, sending you an email or posting the revised Terms of Service on the websites and/or dashboards of the Platform. You acknowledge that your continued access or use of the Platform following such notice constitutes your
acceptance of the modified Terms of Service. Notwithstanding the foregoing, changes in the subscription fees will be made in accordance with Section 9.7.
31. MISCELLANEOUS
31.1. No failure by Bridgewhat to assert any right or provision under these Terms of Service will constitute a waiver of that right or provision, unless expressly stated in writing by Bridgewhat.
31.2. Each provision of these Terms of Service will be enforceable separately. If any of these provisions are found by any court or competent authority to be illegal, invalid or unenforceable, but it is legal, valid or enforceable if any part of it is so removed or amended, the provision in question shall be enforced with such removal or amendment as is necessary to make it legal, valid or enforceable and the remaining terms shall continue in full force
and effect.
32. SUGGESTIONS AND COMPLAINTS
32.1. Any User who wishes to address a complaint, question or suggestion may do so by sending an email to bridgewhat@bridgewhat.com.
32.2. By providing Bridgewhat with any feedback (including any ideas or suggestions), you grant us a free and non-limited license to use said feedback for private and/or commercial purposes (for example, we may decide to incorporate into the Platform a new functionality that you have identified as a need or as an improvement opportunity).
33. APPLICABLE LAW AND JURISDICTION
33.1. These Terms of Service shall be governed by the Laws of Portugal (both national Portuguese laws and all EU applicable laws).
33.2. Where allowed by law, you and Bridgewhat waive you/our own jurisdiction and agree to submit any conflict, controversy and/or claim related to these Terms of Service to the exclusive jurisdiction of the competent Portuguese courts.
33.3. If you are deemed to be a “consumer” under the applicable law, you have the right to file a claim through the European Commission's online dispute resolution platform, that can be accessed here.