Deshalb enthält diese Seite einige Geschäftsbedingungen, die von Creators und Builders befolgt werden müssen.
Verzeihen Sie uns, wenn diese Seite etwas langweilig ist (Regeln sind leider überhaupt nicht kreativ… :)
PLEASE CAREFULLY REVIEW THESE TERMS AND CONDITIONS OF USE BEFORE USING THIS SITE. ANY USE OF THIS WEBSITE CREATES A BINDING AGREEMENT TO COMPLY WITH THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD EXIT THIS SITE IMMEDIATELY.
2. Conditions for Brands and Creators
3. Conditions of Use and Service
4. User Responsibilities
5. Intellectual Property Rights
6. Creative Solutions and Conduct
7. Changes to our Website
8. Data and Information Protection
9. Termination of Your Account
10. Copyright Infringement
11. Disclaimers and Limitations
12. Viruses and Other Hacking Offences
13. Linking to our Website
14. Links from our Website Variation
15. Jurisdiction, Applicable Law and Dispute Notice
18. Entire Agreement
20. Electronic Signatures
21. Your Concerns; Notice
1.1 We welcome you to www.BootB.com, an Internet-based marketplace established to facilitate the global exchange for ideas and creativity (the "BootB Service") operated by BootBe Spa. ("BootBe").
1.2 This agreement (together with any documents referred to in it) (this "Agreement") describes the terms and conditions for the use ("T&Cs") of the site www.BootB.com (the "Website"). Your use of the Website or the BootB Service serves as confirmation that you have read and accept these T&Cs, and that you agree to be bound by them. BY USING THIS WEBSITE OR DOWNLOADING MATERIALS FROM THIS WEBSITE, YOU AGREE TO THE TERMS OF THIS AGREEMENT JUST AS IF YOU HAD SIGNED IT. If you do not agree to these T&Cs, do not use the Website. BootBe reserves the right to change the Website or the T&Cs at any time in its sole discretion, effective upon posting updated terms on the Website; any use of the Website after such notice will constitute acceptance by you of such changes.
1.3 You do not have to register with BootB in order to use the Website. However only registered Brands and Creators can use the BootB Service (see Section 2.l below). The Website is operated by BootBe Spa., an italian company with principal offices at 20144 Milano, via Forcella 13, Italy ("BootBe").
2 CONDITIONS FOR BRANDS AND CREATORS
2.1 The BootB Service is only available to “Brands” and “Creators”. A “Brand” is a company or individual who has registered as a Brand at and who is using the Website to solicit creative solutions for a fee. A “Creator” is a company or individual who has registered as a Creator at and who is using the Website to review and respond to postings from Brand(s) by offering to provide original, creative solutions to a Brand's Pitches.
2.2 By registering with the BootB Service, you acknowledge that you meet our requirements for registration as Brand or Creator and you represent and warrant that all of the information contained in the registration form is fully accurate. In addition to providing the information required on our registration form, in order to meet the requirements for registration, you must be at least 13 years of age; you cannot reside in or be a citizen of any of the following countries: Cuba, Iran, Burma, Southern Sudan, North Korea; and your name cannot appear on the Specially Designated Nationals list published by the United States Department of the Treasury Office of Foreign Assets Control.You may not have more than one account as a Brand, nor as a Creator, nor may you open an alternative account if your account is suspended or terminated for any reason. You may be registered as a Brand and as a Creator at the same time. Within your account as Brand or Creator, you may make multiple postings for purposes of the BootB Service. You may not sell, trade, or transfer an account to another person or entity, nor accept or use an account that was not originally yours. Any Brand or Creator that violates these conditions shall be considered to be in breach of these T&Cs, and BootBe will seek all available remedies, including termination of such user’s account.
2.3 Your participation in the BootB Service is based upon the assumption that all information you provide regarding yourself during registration or at any other time is truthful and accurate. YOUR PROVISION OF MISLEADING OR FALSE INFORMATION IS SUFFICIENT REASON FOR US TO TERMINATE YOUR ACCOUNT.
2.4 When registering as a Brand or Creator, you may not use a pseudonym or alias, except for the purpose of and when asked to enter your ‘login’ or ‘nickname’.
2.5 We reserve the right to change or modify registration criteria at any time and without prior notice.
3 CONDITIONS OF USE AND SERVICE
3.1 You understand and agree that your use of the BootB Service must be in accordance with these T&Cs, and we may deny access to the BootB Service without prior notice if you fail to comply with them.
3.2 You must treat your username and password as confidential and must not disclose it to any third party. We have the right to disable any username or password at any time, if in our opinion you have failed to comply with any of the provisions of these T&Cs.
3.3 You are responsible for making all arrangements necessary for you to have access to the Website. You are also responsible for ensuring that all persons who access our Website through your Internet connection are aware of these T&Cs, and that they comply with them.
3.4 We provide a platform and environment for networking, sharing information and matching the users of creative solutions (Brands) with the producers of such solutions (Creators). The BootB Service provides the platform through which Brands solicit and receive from Creators, and Creators learn of and provide creative solutions to Brands. Whether you are a Brand or a Creator, you acknowledge and agree that BootBe is acting as agent for the limited purpose of introducing Brands and Creators, and is not liable or accountable to either party for any aspect of performance or non-performance by the other party of its obligations.
3.5 You acknowledge that BootBe may be entitled to a fee for each transaction between Brands and BootBe, and Creators and BootBe. All such fees shall be fully disclosed to you in the FAQ section of the Website. To register on www.BootB.com is free of charge, but in order to start a Pitch, a Brand is to post the fee offered to the successful Creator (“the Budget”) to the holding account notified to Brands by BootBe from time to time. Details of the holding account can be found in FAQ.
3.6 We reserve the right to monitor, edit or remove any content posted by you at our sole discretion, for reasons including but not limited to that it is unlawful, threatening, libellous, defamatory, fraudulent, obscene or otherwise objectionable, or because it may infringe or violate any party's intellectual property or privacy.
3.7 While we do our best to monitor the content of the Website, you understand and agree that you may encounter material, including work by Creators, with which you disagree or find objectionable, and that you use the Website with this understanding and acceptance, and do not hold us liable.
3.8 We do not endorse, support, or ensure the accuracy, truthfulness, originality, ownership or reliability of any work by Creators, although we are obliging Creators to be responsible for all the information they publish, nor any content or opinions posted in the Website's forum or elsewhere.
3.9 We reserve the right to make changes to the Website, the BootB Service, the registration process, including forms, or these T&Cs at any given time, to charge for our services or for particular features, and to modify any fees or services. Any such changes will be notified to users of the BootB Service by means of changes to the Website, and your continued use of the BootB Service constitutes your acceptance of any such changes.
3.10 By posting or submitting content, creative work, ideas, any intellectual property or information on the Website, you automatically grant, and you represent and warrant that you have the right to grant to BootBe a worldwide, non-exclusive, royalty-free, fully paid, perpetual, irrevocable right to display such content on the Website. You also grant each user of the Website a non-exclusive license to access any content that you post on a part of the Website that is available for the public to view.
4 USER RESPONSIBILITIES
4.1 We wish to have a friendly and secure community for Brands and Creators. When using the Website, users have the expectation of privacy and confidentiality. We are a community of global diversity, with users from nearly every culture and country. Expectations and behavior will be equally diverse, so to help provide a comfortable environment for all users, we have rules. Your use of the BootB Service confirms that you understand and accept these rules, and will follow them.
4.2 Trust and confidence are paramount when using the BootB Service. Falsely misrepresenting your identity, including the use of a pseudonym or alias for your official data, or your profile information will result in your user account being suspended or terminated.
4.3 You may not monitor, data-mine, or copy our web pages or any content within the site, nor collect, archive, trade or sell any personal data, creative brief or submission or any other communication about or submitted by other users.
4.4 The use of any robot, spider, site search or retrieval application, or any other device to copy, retrieve, archive or index any portion of the Website or the BootB Service, is not permitted.
4.5 Except for that information which is in the public domain or for which you have been given permission, you agree not to copy, modify, transmit, distribute, perform, display, publish or sell in any form, electronic or print, any content from the Website or the names of any users.
4.6 We want to keep the BootB Service free from intrusions. You may not send or distribute unsolicited or unauthorized advertising, promotional materials, junk mail, chain letters, spam, pyramid schemes, or any other type of solicitation to other users, nor will you stalk, harass or unreasonably disturb any other user.
4.7 You alone are responsible for the confidentiality and security of your account's username, password and usage. You are also accountable for all activities regarding your account, with or without your knowledge or permission. If you knowingly provide your log-in information to another person, your account may be suspended temporarily or terminated. BootBe assumes no liability for activities of your account accessed through your password and username.
4.8 You may not use the BootB Service for any illegal purpose in any country or jurisdiction. You are responsible for ensuring that your use of the BootB Service complies with all applicable laws and regulations.
4.9 You cannot post content or initiate any communications that we consider libellous, scandalous, abusive, obscene, discriminatory, unlawful, or otherwise objectionable. BootBe shall have the right to remove any such material that in its sole opinion violates, or is alleged to violate, any applicable law or either the letter or spirit of this Agreement.
4.10 You take responsibility for all content that you upload, post or distribute on the Website and the consequences of publishing and posting that content. You represent and warrant that (i) you own or have the necessary rights and licenses to upload, post and distribute that content and to authorize BootBe and the users of the Website to use that content in the manner contemplated by these T&Cs, (ii) you have the written consent of every person identified in that content to use their name, likeness and/or photograph in connection with the use of the content as contemplated by these T&Cs. You agree that you will not upload, post, email or otherwise transmit any content that infringes and/or violates the right of a third party or any law, rule or regulation, including but not limited to (i) copyright, patent, trademark, trade secret or other proprietary rights; (ii) rights of privacy or publicity; (iii) any confidentiality obligation; or (iv) any content that you do not have a right to upload.
4.11 You will promptly report to BootBe any violation of these T&Cs by other users, Brands or Creators.
5 INTELLECTUAL PROPERTY RIGHTS
5.1 BootBe and its licensors own and retain all rights in the Website and the BootB Service, which contain proprietary and confidential information that is protected by applicable intellectual property and other laws. All content on www.BootB.com, other than the Creative Solutions (as defined below), including, without limitation, all text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (the "Content") and the trademarks, and logos (the "Marks") are owned or licensed by BootBe or its principals, subject to copyright and other intellectual property rights. Users may post copyrighted information, which has copyright protection whether or not it is identified as copyrighted.
5.2 Our status (and that of any identified contributors) as the authors of material on our Website must always be acknowledged.
5.3 You must not use any part of the materials on our Website for commercial purposes without obtaining a license to do so from us or our licensors.
5.4 If you print off, copy or download any part of our Website in breach of these T&Cs, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
5.5 You may not use the BootBe name or logo for any purpose, event or promotion without our express consent.
5.6 You understand that when using the Website, you will be exposed to Creative Solutions from a variety of sources, and that BootBe is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Creative Solutions. You further understand and acknowledge that you may be exposed to Creative Solutions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against BootBe with respect thereto. You further agree to indemnify and hold BootBe, and its affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Website.
6 CREATIVE SOLUTIONS AND CONDUCT
6.1. Creator account holders may submit content comprised of video, graphic, audio, textual and the like in accordance with this Agreement and the Creator’s Agreement (the “Creator Content”). Such Creator Content, and any communications on the Website regarding the Creator Content or otherwise, are collectively referred to as "Creative Solutions." You understand that whether or not such Creative Solutions are published, BootBe does not guarantee any confidentiality with respect to any Creative Solutions.
6.2. You shall be solely responsible for your own Creative Solutions and the consequences of posting or publishing them. In connection with your own Creative Solutions, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize BootBe to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Creative Solutions to enable the submission to Brands of the Creative Solutions in the manner contemplated by the Website and these T&Cs.
6.3. For clarity, by the act of submitting Creative Solutions to BootBe in response to a Brand’s Pitch, you are transferring to BootBe all worldwide intellectual property, proprietary or similar rights in the proposed creative solution to the Brand's Pitch (the "Creator IP"), to hold on your behalf pending the outcome of the Creative Solution selection process. At the conclusion of the Creative Solution selection process, the Creator IP will be transferred from BootBe either to the Brand (subject to payment in accordance with the Brand's Pitch) or back to you. The process of transferring Creator’s IP, and the way in which BootBe holds the IP and transfers it, are more fully described in the Creator agreement with us. To review such agreement, please refer to Legal Documents page. In addition, by submitting Creative Solutions to BootBe, you hereby grant BootBe a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Creative Solutions in connection with the Website and BootBe's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the BootBe Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant the relevant Brand a non-exclusive license to access your Creative Solutions through the Website, and to access, display, review, and sort such Creative Solutions as permitted through the functionality of the Website and under these T&Cs. The above licenses granted by you in the Creative Solutions will automatically terminate upon the selection of a winning Creative Solution other than your Creative Solution. You understand and agree, however, that BootBe may retain, but not display, distribute, or perform, server copies of Creative Solutions that have been removed or deleted.
6.4. In connection with your own Creative Solutions, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant BootBe all of the license rights granted herein.
6.5. You further agree that you will not, in connection with your own Creative Solutions, submit material that is contrary to the BootBe Creator’s Agreement, which may be updated from time to time, or contrary to applicable local, national, and international laws and regulations.
6.6. BootBe does not endorse any Creative Solution or any opinion, recommendation, or advice expressed therein, and BootBe expressly disclaims any and all liability in connection with any Creative Solutions. BootBe does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and BootBe will remove all Creator Content and Creative Solutions if properly notified that such Creator Content or Creative Solution infringes on another's intellectual property rights. BootBe reserves the right to remove Creator Content and Creative Solutions without prior notice and in its sole discretion.
7 CHANGES TO OUR WEBSITE
We aim to update our Website regularly and may change the content at any time. If the need arises, we may suspend access to our Website, or shut it down indefinitely. Any of the material on our Website may be out of date at any given time, and we are under no obligation to update such material.
8 DATA AND INFORMATION PROTECTION
8.3 While we make every effort to keep the BootB Service a trusted and safe environment, BootBe cannot be held liable should content you have posted on the Website that is viewable by users be copied or distributed elsewhere.
8.4 Access to your private account information is limited to webmasters and management of the BootB Service. No other employees, contractors or third parties will have access to this information without your consent.
8.5 BootBe may access, preserve, and disclose the contents of your account if required to do so by law, or in the belief that such actions are reasonably necessary to comply with legal requirements or to protect the rights, property or safety of BootBe, our users, or others.
9 TERMINATION OF YOUR ACCOUNT
9.1 You may terminate your account at any time if you do not at that time have an active Pitch or Creative Solution pending on www.BootB.com. You may send your request to terminate your account to info@BootB.com. In the event you have an active Pitch or Creative Solution pending on www.BootB.com, you may contact us at info@BootB.com to request termination of your account, which will be effective upon completion of the active Pitch or Creative Solution.
9.2 BootBe may, at our discretion and with or without cause, immediately terminate your account and all access to the Website without prior notice. Any account termination by us may take into account the business interests of BootBe and the interests of the community as a whole. In the event your account is terminated due to a breach by you of this Agreement, you agree that all fees then paid by you to BootBe shall be non-refundable.
9.3 Our proprietary rights, disclaimer of warranties, indemnities, limitations of liability, and other provisions of these T&Cs continue after termination of your account. We will not be liable to you or any third party for the termination of your user account. If your account is terminated, you may not re-register to use the BootB Service without our express permission.
10 COPYRIGHT INFRINGEMENT
10.1. If you are a copyright owner or an agent thereof and believe that any Creative Solution or other Creator Content infringes upon your copyrights, you may submit a notification to us by providing the following information:
• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Notices should be sent to the Company at 20144 Milan, via Forcella 13, Italy . Attn: Copyright Infringement Notice; or e-mail: info@BootB.com. You acknowledge that if you fail to comply with all of the requirements of this Section, your copyright infringement notice may not be valid.
10.2. Counter-Notice. If you believe that your Creative Solution that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your Creative Solution, you may send a counter-notice containing the following information to us as noted above:
• Your physical or electronic signature;
• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
• Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in New York, New York, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received, BootBe may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at BootBe's sole discretion
11 DISCLAIMERS AND LIMITATIONS
11.1 DISCLAIMER OF WARRANTIES: BOOTBE AND ITS LICENSORS, PARTNERS, SUPPLIERS, PARENTS, SUBSIDIARIES, AFFILIATES, ASSIGNS, CONSULTANTS AND AGENTS DISCLAIM ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, USEFULNESS, LEGALITY, RELIABILITY, OPERABILITY OR AVAILABILITY OF INFORMATION OR MATERIALS DISPLAYED ON THE WEBSITE OR THE CONDUCT OF ANY BRAND OR CREATOR. THE BOOTB SERVICE, AND ALL MATERIALS, INFORMATION (INCLUDING, WITHOUT LIMITATION, ANY INFORMATION OR MATERIALS OBTAINED OR ACCESSED THROUGH THE WEBSITE), PRODUCTS AND SERVICES INCLUDED THEREIN ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. BOOTBE EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
11.2 YOU AGREE THAT YOUR USE OF THE BOOTB SERVICE AND WEBSITE IS ENTIRELY AT YOUR OWN RISK. YOU AGREE TO HOLD HARMLESS AND INDEMNIFY BOOTBE, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY THIRD-PARTY CLAIM ARISING FROM OR IN ANY WAY RELATED TO YOUR USE OF THE BOOTB SERVICE AND WEBSITE, INCLUDING ANY LIABILITY OR EXPENSE ARISING FROM ALL CLAIMS, LOSSES, DAMAGES (ACTUAL AND CONSEQUENTIAL), SUITS, JUDGMENTS, LITIGATION COSTS AND LEGAL FEES, OF EVERY KIND AND NATURE. IF YOU ARE DISSATISFIED WITH ANY OF THE MATERIALS CONTAINED IN THE WEBSITE OR THE BOOTB SERVICE, OR WITH THESE T&Cs, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE WEBSITE AND/OR THE BOOTB SERVICE.
11.3 LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES WILL BOOTBE BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR THE BOOTB SERVICE, WHETHER OR NOT BOOTBE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION OF LIABILITY SHALL APPLY (I) WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE WEBSITE OR THE BOOTB SERVICE, FROM INABILITY TO USE THE WEBSITE OR THE BOOTB SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE WEBSITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), AND (II) NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
11.4 BOOTBE DOES NOT WARRANT THAT YOUR USE OF THE BOOTB SERVICE WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE BOOTB SERVICE WILL BE CORRECTED. BOOTBE DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE BOOTB SERVICE.
11.5 YOU SPECIFICALLY ACKNOWLEDGE THAT BOOTBE SHALL NOT BE LIABLE FOR CREATIVE SOLUTIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
11.6 The Website is controlled and offered by BootBe in accordance with the law of the USA, the State of New York. BootBe makes no representations that the Website is appropriate or available for use in other locations. Those who access or use the Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.
12 VIRUSES, HACKING AND OTHER OFFENCES
12.1 You must not misuse the Website by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to our Website, the server on which our Website is stored or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of-service attack.
12.2 By breaching this provision, you could be committing a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website and the BootB Service will cease immediately.
12.3 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading of any material posted on it, or on any website linked to it.
13 LINKING TO OUR WEBSITE
13.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You agree that you will remove any such link within twenty four (24) hours of any request by BootBe.
13.2 If you wish to make any use of material on our Website other than set out above, please address your request to info@BootB.com.
14 LINKS FROM OUR WEBSITE
Where our Website contains links to other websites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
15 JURISDICTION, APPLICABLE LAW AND DISPUTE NOTICE
These T&Cs are governed by and construed in accordance with the substantive law of Italy without regard to its conflicts of laws principles, and the parties submit to the exclusive jurisdiction of italian courts. You agree that you will notify BootBe in writing of any claim or dispute concerning or relating to the site and the information or services provided through it, and give BootBe a reasonable period of time to address it BEFORE bringing any legal action, either individually, as a class member or representative, or as a private attorney general, against BootBe. The italian courts shall have exclusive jurisdiction and venue over any claim arising from, or related to, a visit to our Website.
If for any reason a court of competent jurisdiction finds any provision or portion of these T&Cs to be unenforceable, the remainder of the T&Cs will continue in full force and effect.
You shall not assign these T&Cs or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without our prior written consent. Any such purported assignment or delegation will be null and void and of no force or effect.
18 ENTIRE AGREEMENT
The failure of BootBe to enforce any provision of these T&Cs shall not be deemed a waiver of such provision nor the right to enforce such provision. Furthermore, any waiver of any provision of T&Cs by a party hereto will be effective only if in writing and signed by a party.
20 ELECTRONIC SIGNATURES
You acknowledge that by clicking on the “I Agree” or similar button at the credit application, you are indicating your intent to sign the relevant document or record and that this shall constitute your signature. You acknowledge and agree that your consent to electronic Communications is being provided in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act, and that you and we both intend that the Act apply to the fullest extend possible to validate our ability to conduct business with you by electronic means.
21 YOUR CONCERNS; NOTICE
BootBe can be contacted at info@BootB.com
Thank you for visiting our Website.
BootBe Spa. (“BootBe”) is committed to protecting and respecting your privacy.
This website is administered by BootBe.
Information we may collect from you
We may collect and process data about you when you voluntarily submit it to BootBe. Examples of situations when data may be submitted to BootBe, and we may subsequently process it, include:
• Information you provide by filling in forms on our website, www.BootB.com ("Website"). This includes information provided at the time of registering to use our Website, subscribing to our service, posting material, creative work or requests or requesting further services. We may also ask you for information when you enter a competition or promotion sponsored by BootBe and when you report a problem with our Website.
• If you contact us, we may keep a record of that correspondence.
• If you respond to surveys or questionnaires that we may ask you to complete.
• Information required to enable e-commerce transactions to take place between Creators and Brands, including payment and order fulfillment information.
Information supplied by your browser
We may collect information about your computer, including your IP address, operating system and browser type. We use this information for system administration and to prepare aggregated reports for our advertisers. This is statistical data about our users' browsing actions and patterns, and does not identify any individual.
We log IP addresses for system administration purposes. IP addresses are logged to track details of your visits to our Website, including traffic data, location data, weblogs and other communication data. This information gives us an idea of which parts of the Website users are visiting and allows us to improve our Website and delivery a better and more personalized service. We do not link IP addresses to anything personally identifiable. This means that a user’s session may be tracked, but the user will be anonymous.
Storage and transfer of your personal data
All information provided to us is stored on our secure servers. You are responsible for keeping your password confidential and we ask you not to share it with anyone. Your email address is never visible on the Website unless you elect to publish it in your Public Profile.
The transmission of information via the Internet is not completely secure. Although we will exercise reasonable care in providing secure transmission of information between your computer and our servers, we cannot ensure or warrant the security of any information transmitted to us over the Internet, and we accept no liability for any unintentional disclosure.
Certain transactions on the Website are SSL-encrypted in order to ensure the privacy of your personal data transmitted to BootBe through the Website. The industry-standard SSL (Secure Socket Layer) technology encrypts personal data for transmittal in a format that prevents theft of the information.
Uses made of the information
Your personal information is important to us in making BootBe a valuable source of information. We will never share, sell or use your personal information for marketing purposes without your consent. We will, however, use it to send you information about BootBe or to notify you about any changes to our service.
When you submit content to BootBe, we use it to display the content on the Website and to other users according to your preferences. We may analyze the types of information submitted to determine how our users use the Website and how we can improve the BootBe system.
Disclosure of your information
We may disclose your personal information to third parties under certain circumstances, including the following:
• In the event that we sell or buy any business or assets, we may disclose your personal data to the prospective seller or buyer of such business or assets.
• If BootBe or substantially all of its assets are acquired by a third party, personal data held by us about our users may be one of the transferred assets. If this occurs, you will be notified if there are material changes to the way your personally identifiable information is collected or used.
• If we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply our T&Cs and other agreements; or to protect the rights, property, or safety of BootBe, our users, or others.
BootBe does not specifically direct any part of the Website to children under the age of 13, but we do ask for age-identifying information from our users. We are currently not accepting registration from children under 13 years of age and we do not intentionally gather Personal Information about Visitors who are under the age of 13.
When a young person from 13 years of age under the age of 18 submits personal information to BootBe, we ask for an email address or other contact information for a parent or legal guardian in order to notify the parent or guardian that we have received personal information from the child. We respect the privacy of children and do not collect any more personal information than reasonably necessary to enable them to participate in the activities we offer.
BootBe believes that parents have the ultimate responsibility to supervise the online activities of their children to ensure a safe and rewarding online experience. For this reason, we offer parents and guardians the opportunity to request the withdrawal of any creative solution submitted by their child, and to request that we remove the child's information from our databases.
If the parent does not request the withdrawal of personal information, we will retain such personal information but will not use it for any purpose other than participation in the Brief process along with all other users of www.BootB.com. We do not share a child's information with third parties (other than agents or contractors necessary for fulfillment services or, in the event the child's creative solution is the winning solution, with the Builder).
Upon proper identification, any parent or legal guardian can review any personal information we have collected from his or her child, if we are still maintaining the information in our database, by contacting us at info@BootB.com.
We urge parents to discuss the online release of personal information with their children and we urge children to check with their parents before entering information on any website.
BootBe does not claim any ownership right in the profile or other information that you submit
Via Forcella 13 - 20144 Milano
VAT NUMBER 01701340430
PLEASE CAREFULLY READ THE FOLLOWING AGREEMENT BEFORE PUBLISHING A PITCH FOR OR USING THE BOOTB SERVICE. BOTH THE ACT OF AGREEING TO THE TERMS OF THE AGREEMENT AND ANY USE OF THE BOOTB SERVICE CREATES A BINDING CONTRACT BETWEEN BOOTBE AND YOU. BY USING THE BOOTB SERVICE, AND SPECIFICALLY BY CLICKING TO AGREE TO THE TERMS OF THIS CONTRACT, YOU AGREE TO THE TERMS OF THIS AGREEMENT JUST AS IF YOU HAD SIGNED IT.
This Brand’s Agreement (the “Agreement”) entered into as of the Effective Date, as defined below, between (“Brand”), and BootBe Spa., an italian corporation with offices at 20144 Milan, via Forcella 13, Italy "BootBe").
WHEREAS, BootBe operates an Internet-based platform that facilitates introductions and transactions between producers of creative solutions and the consumers of such creative Solutions (the “BootB Service”); and
WHEREAS, Brand desires to request certain creative solutions, including information, concepts, ideas and/or designs (“Creative Solutions”), via the electronic request, attached hereto as Annex A, (the “Pitch”) published on www.BootB.com (the “Website”); and
WHEREAS, Brand further desires to use such Creative Solutions for commercial purposes and wishes to review the Creative Solutions for potential purchase.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Brand and BootBe agree as follows:
1. Effective Date. The Effective Date of this Agreement shall be the calendar day on which BootBe receives electronic or written confirmation that Brand has agreed to the terms of this Agreement and BootBe has received on its account the amount equal to Contracted Price (defined below). For each and every Pitch submitted by Brand to the Website, confirmation of the Effective Date will be sent to the e-mail address supplied by Brand in the registration form, together with a copy of this Agreement and the Pitch description, on a date not earlier than the date on which a Pitch is published on the Website in accordance with Section 3 hereof. Failure to receive such copy of this Agreement shall not relieve the Brand of its obligations hereunder.
3. Pitch Process Each Pitch submitted by Brand shall proceed in accordance with the following steps:
3.1 Draft Period: Brand shall be entitled to unlimited development and refinement of a draft Pitch (the “Draft Pitch”) held in its account on the Website. During the draft period, the Pitch shall be posted on the Website, but access to the Pitch shall be limited to Brand and BootBe, and Brand may take any of the following actions:
a. update Pitch name, description, Contracted Price and Deadline (defined below);
b. select additional services to be provided by BootBe in accordance with Section 11 hereof;
c. revise attachments by detaching, updating and reattaching;
d. delete the Pitch; or
e. proceed to Pending Pitch stage.
When Brand is satisfied with the form and content of the Draft Pitch, Brand shall submit the Pitch and it shall be deemed a “Pending Pitch” in accordance with Section 3.2 hereof.
If Brand wishes to postpone the Pitch publication on the Website, he/she/it can save the Pitch as a draft for a period of up to two (2) months by clicking the “Save as Draft” button. In the event Brand does not submit the Pitch to the Pending Pitch stage within two (2) months from the date on which Brand first saves the Pitch as a draft, the Pitch will be deleted from the Website.
3.2 Pending Pitch: Upon submission of the Pitch to the Website, BootBe shall hold the Pitch for a period of up to thirty (30) calendar days, pending receipt of the Contracted Price in accordance with Section 2 hereof. During the Pending Pitch stage, the Pitch shall be posted on the Website, but access shall continue to be limited to Brand and BootBe. Brand may request assistance from an account manager at BootBe during this stage. During the Pending Pitch stage, Brand may not change the Pitch account identification number, Contracted Price or Deadline, nor may it select additional services to be provided by BootBe
In the event Brand does not transfer to BootBe the Contracted Price in accordance with Section 2 hereof within thirty (30) calendar days from the date on which BootBe submits the Transfer Slip to the Brand, the Pitch will be submitted back to the Draft Period stage, where it will remain for up to two (2) months, as set forth in Section 3.1 above.
3.3 Open Pitch: Upon the receipt of the Contracted Price in accordance with Section 2 hereof, the Pitch will be published to the public on the Website, and Creators will be invited to submit Creative Solutions; provided that, if Brand requested that BootBe provide translation services, the Pitch will be published within three (3) business days after the conclusion of the Pending Pitch period. The Pitch shall remain published on the Website until the conclusion of the response period specified in the Pitch (the "Deadline"), which period shall be not less than seven (7) calendar days and not more than one hundred and eighty (180) calendar days.
3.4 Waiting Pitch: As of the Deadline, the Pitch shall be deemed to be “Waiting" either for the winning Creative Solution to be selected from the submissions within a seven (7) calendar day period after the Deadline, or for the Pitch to be revised in accordance with Section 9 hereof.
3.5 Closed Pitch: Upon the selection of a winning Creative Solution and the subsequent release of the Budget to the Creator of the winning Creative Solution and the release of the winning Creative Solution to Brand in accordance with Section 6 hereof, BootBe shall retain copies of all Creative Solutions submitted in response to such Pitch in accordance with the T&Cs. In no event shall Brand have access to any Creative Solution other than the winning Creative Solution, except in the event of Brand’s purchase of one or more additional Creative Solutions pursuant to Section 8 below.
4. Disclosure of Creative Solutions to Brand. During the Waiting stage of the Pitch, subject to the terms and conditions of this Agreement, BootBe shall provide Brand with electronic access to the Creative Solutions via the BootB Service. Brand shall not have the right to know the identity of any Creator unless and until a Creative Solution has been selected or purchased pursuant to Section 6 or 8 below, at which time Brand shall learn the identity of the Creator of the winning Creative Solution or any additional Creative Solution purchased by Brand.
5. Review of Creative Solutions by Brand. Brand agrees that BootBe’s disclosure of Creative Solutions to Brand is for the sole and exclusive purpose of allowing Brand to determine in good faith its interest in the commercial use and/or exploitation of the Creative Solutions. Brand shall have no right to, and hereby agrees that Brand shall not put to any use, commercial or otherwise, whether pursuant to the Pitch or not, any Creative Solution or part, element, idea or other fraction thereof or embedded therein (the "Creators' Intellectual Property”), prior to the completed transfer to Brand of any such Creative Solution and any Intellectual Property embedded therein in accordance with Section 6 hereof. Any unauthorized use of any Creators' Intellectual Property shall result in automatic termination of Brand's account with BootBe, including the termination of any Pending, Open or Waiting Pitches, and BootBe shall immediately pursue any and all remedies available against Brand in any appropriate jurisdiction.
6. Selection of Winning Creative Solution; Release of Funds and Transfer of the Winning Creative Solution. In the event that Brand selects a winning Creative Solution during the Waiting Pitch period, Brand shall confirm its selection by clicking on the “My choice” button relating to the chosen Creative Solution. Thereafter a confirmation link will be sent to Brand by e-mail in order to verify the accuracy of Brand’s choice. In the event that Brand confirms his selection, it shall constitute the Brand's irrevocable choice of the winning Creative Solution and shall serve as the Selection Confirmation Notification. Upon its receipt from BootBe of a Selection Confirmation Notification, the Creator shall have five (5) calendar days to verify the payment details provided to BootBe, and BootBe shall, within additional five (5) business days, (i) remit to the payment details provided by Creator to BootBe the Budget payable in connection with the Pitch; and (ii) transfer to the Brand all right, title and interest in the winning Creative Solution and any intellectual property embedded therein.
7. Termination; Disclaimers. Upon distribution of the Budget to the Creator of the winning Creative Solution and transfer of the winning Creative Solution to Brand pursuant to Section 6 hereof, the escrow arrangements created hereunder shall terminate. The obligations of BootBe under this Agreement are subject to the following terms and conditions:
7.1 Limited Liability. BootBe acts hereunder as a depository only and is not responsible for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any funds, documents or other materials deposited with it. BootBe shall not be required to defend any legal proceeding which may be instituted against it with respect to the subject matter of this Agreement or escrow arrangement unless it is requested to do so by one of the parties and is indemnified by such requesting party to BootBe's satisfaction against the cost and expenses, including legal fees of such defense, unless arising from BootBe's bad faith or willful misconduct. BootBe shall not be required to institute legal proceedings of any kind. BootBe shall not be required to perform any acts which will violate any law or applicable rules of any governmental agency.
7.2 No Requirement to Determine Authenticity. BootBe shall be entitled to rely upon any notice (including, for the avoidance of doubt, the Selection Confirmation Notification given in accordance with Section 6 hereof), certification, demand or other writing delivered to it hereunder by Brand or Creator without being required to determine the authenticity or the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment.
7.3 Act in Reliance upon Signature. BootBe may act in reliance upon any signature reasonably believed by it to be genuine, or any electronic confirmation, acceptance, rejection, or like communication delivered via the Website, and may assume that any person purporting to give any notice or receipt, or make any statements, in connection with the provisions hereof has been duly authorized to do so. It is the sole and exclusive responsibility of the Brand to safeguard the privacy of its account and password, and to limit access to such information to those with the authority to act on Brand 's behalf.
7.4 Act in Reliance on Counsel. BootBe may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith, and neither it nor any of its directors, officers or employees shall be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence.
8. Purchase of Additional Creative Solutions. In the event Brand wishes to purchase one or more Creative Solutions in addition to the winning Creative Solution, Brand may request it by clicking on the “Also this” button, relating to such Additional Creative Solution, and then following instructions on the Website. Upon the selection of such Creative Solution by Brand, BootBe shall send to Brand an Amendment to Brand’s Agreement which shall specify the terms and conditions of the Purchase of Additional Creative Solutions. BootBe shall negotiate in good faith with the Creator of each additionally selected Creative Solution, in an effort to secure the Additional Creative Solution for Brand on the terms offered. Each such purchase of any Additional Creative Solution shall be subject to an additional fee payable to BootBe. The amount of such transfer shall be equal to 25% of the Contracted Price. From such amount the BootBe Fee shall be calculated as a sum equal to twenty percent (20%) and the remaining eighty percent (80%) shall be made available as payment of the Budget for the Additional Creative Solution purchased. Brand shall not be entitled to be informed of the identity of the Creator of any such Additional Creative Solution, unless and until the Creator’s Agreement for the Purchase of Additional Creative Solution has been agreed and signed by the Parties, the purchase price has been paid to the Creator of such Additional Creative Solution and the fee has been paid to BootBe.
9. Revision of Brand’s Request. In the event that Brand does not wish to select a winning Creative Solution from the Creative Solutions made available during the Waiting Pitch stage, Brand shall be entitled to make certain revisions to the Pitch. Such revisions can be made by Brand only once per Pitch.
9.1 Revision of the Pitch. In the event that Brand determines to revise a Pitch, then Brand shall have the right to do once any of the following during the seven (7) calendar days immediately following the Deadline. Any such revision by Brand shall also simultaneously extend the Deadline by not less than seven (7) days but not more than ninety (90) days, provided that no Pitch shall be published on the Website for more than one hundred and eighty (180) days in the aggregate:
a. request assistance from an account manager at BootBe; and/or
b. update the published Pitch; and/or
c. increase the Contracted Price by at least one thousand and five hundreds euros (1,500 EUR); and/or
d. order any of the additional services from BootBe in accordance with Section 11 hereof.
In the event that upon expiration of the extended Deadline, fewer than five Creative Solutions have been submitted in response to a Pitch, then BootBe shall return to Brand the Contracted Price (including any increase) transferred by Brand to BootBe; provided that such Deadline was extended by at least 14 calendar days.
9.2 Additional Provisions Relating to Contracted Price Increases and Additional BootBe Services. In the event that Brand determines to increase the Contracted Price in accordance with the terms of Section 9.1 hereof, Brand shall transfer to BootBe an amount equal to the difference between the original amount of the Contracted Price and the increased sum of the Contracted Price. Such amount may consist of (a) the additional Budget, equal to eighty percent (80%) of the additional Contracted Price, (b) the additional Fee, equal to twenty percent (20%) of the additional Contracted Price, and/or (c) payment for any additional services requested by Brand. Such transfer shall be paid and held in accordance with the provisions indicated in Section 2 hereof. Brand shall transfer such funds no later than the tenth calendar day after the revision has been submitted on the Website. Any extension of the Deadline shall commence running on the date on which BootBe completes the processing of payment of the increased Contracted Price. Upon the revision of the Pitch by Brand, BootBe shall submit to Brand an Amendment to Brand’s Agreement which shall specify the terms and conditions of the revised Pitch, including the amount of the new increased Contracted Price. If BootBe receives an amount different from the increased Contracted Price that is specified in the Amendment, then such amount that is actually received by BootBe shall be deemed to be the new increased Contracted Price, and new extension of the Deadline shall commence on BootBe’s receipt of such amount. If BootBe does not receive the payment for the increased Contracted Price by the tenth calendar day after the date on which Brand advised BootBe of its desire to increase the Contracted Price, the revision of the Pitch shall be null and void. In such event, Brand shall, within seven (7) calendar days thereof, select a winning Creative Solution from among the Creative Solutions submitted in response to the Pitch. If the Brand is unable or unwilling to select a winning Creative Solution, then BootBe shall select the winning Creative Solution in accordance with Section 10 below.
10. Brand’s Failure to Make a Selection. In the event that Brand does not select a winning Creative Solution during the period of time indicated herein, BootBe shall have the right to select the winning Creative Solution on behalf of Brand, and Brand hereby grants an irrevocable power of attorney to BootBe for the limited purpose of making such selection on Brand's behalf. BootBe shall exercise such power of attorney and make such selection within seven (7) calendar days immediately following the expiration of Brand’s time to select a winning Creative Solution; provided that BootBe shall make a good faith attempt to contact Brand and solicit Brand's input regarding such selection. BootBe’s failure or inability to contact Brand shall not limit BootBe's authority under this power of attorney to make such selection on Brand's behalf. In the event BootBe exercises its power of attorney hereunder and makes such selection on Brand's behalf, BootBe shall be empowered to give the Selection Confirmation Notification on the Website. In such event, the release of the Budget to the Creator of the winning Creative Solution and the transfer to Brand of the winning Creative Solution and any intellectual property embedded therein shall proceed in accordance with Section 6 hereof, as if Brand had made the selection.
11. Additional BootBe Services. BootBe may offer additional services to Brand, which Brand may elect to receive at the “Draft Period” stage or during the Revision Process, as set forth in Section 9.1 hereof, on the Website by clicking the corresponding icon. BootBe reserves the right to change the additional services and pricing at any time in its sole discretion. The payment for any additional services selected by Brand is added to the transfer slip used to pay the Contracted Price. Any compensation paid by Brand to BootBe for any additional services shall not be part of the Budget or the Fee, and no portion thereof shall be transferred to the Creator of the winning Creative Solution. Brand’s selection of some additional services may affect the terms of Pitch publishing. For example, translation services for a Pitch may require up to three (3) additional business days from the date of BootBe’s receipt of payment to prepare the Pitch for publishing. BootBe shall make reasonable attempts to inform Brand of any changes to the Pitch as a result of optional services, but reserves the right to make such changes without notice, in its sole discretion. By accepting this Agreement, you also agree that your use of some BootB Services we offer may be governed by separate Agreements and privacy policies
12. Warranties and Indemnification. Brand represents and warrants that: (a) Brand has the full and unrestricted authority and right to enter into this Agreement; and (b) Brand’s execution of this Agreement does and will not violate any applicable law, rule or regulation, or breach or conflict with any contractual or other obligation of Brand to any other party.
13. Ownership of Intellectual Property.
13.1 Winning Creative Solution. It is intention of the parties that, upon the selection of a winning Creative Solution pursuant to Section 6 or 10 hereof, Brand shall own all rights and interests in the winning Creative Solution and all intellectual property embodied therein or related thereto. However, in the absence of its own negligence, BootBe shall not be liable for any failure by Brand or Creator to adhere to the terms or make any assignments and transfers, or any fault or defect in such intellectual property rights, and Brand hereby agrees to hold BootBe harmless against any such claims.
13.2 Non-Winning Creative Solution. Those Creators whose work is not selected continue to own full rights to their work, and we make it very clear to Brands that they cannot simply modify the work of another person and use it – they acquire full rights only to the work they’ve selected and only after the creative is paid. The Brand accepts that BootBe shall not be liable for any use made by the Brand of all the Creative Solutions received.
13.3 Penalty. The Brand accepts to pay an amount equal to 50% of the Budget for the Winning Solution if any action made by the Brand infringes the Intellectual Property of any Creators who presented a Creative Solution.
14. Corporate Existence and Power. If Brand is a legal entity, Brand represents and warrants, that it (a) is duly organized, validly existing and in good standing under the laws of its country or state of formation; (b) has all requisite power and authority to conduct the business in which it is currently engaged; (c) is duly qualified as a foreign corporation, licensed and in good standing under the laws of each jurisdiction in which its the conduct of its business requires such qualification; and (d) has the corporate power and authority to authorize, execute, deliver and perform its obligations under this Agreement.
15. Confidentiality. Brand understands and agrees that the unauthorized disclosure of the Creative Solutions by Brand to others would irreparably damage the Creator of such Creative Solutions. As consideration and in return for the disclosure of the Creative Solutions, Brand shall keep secret and hold in confidence all Creative Solutions and treat the Creative Solutions as if they were Brand’s own proprietary property by not disclosing them to any person or entity.
16. Use of the BootB Service. Brand understands, acknowledges and agrees that (a) BootBe shall have no liability of any nature in connection with the execution, performance, existence or breach of the T&Cs by Creator, or any failure or refusal by Creator to perform its obligations in connection with the BootB Service, including the failure by Creator to adhere to the terms of the transfer ownership of the winning Creative Solution; (b) BootBe has no obligation to continue to operate the BootB Service and may choose to cease operations; (c) BootBe does not monitor and has no responsibility for any content included in any Creative Solution submitted by any Creator in response to a Pitch; and (d) Brand shall not enter into any agreement regarding the Creative Solutions directly with any Creator without BootBe’s prior written consent. In the event of BootBe’s termination of the BootBe Service prior to the Deadline for a Pitch posted by Brand, BootBe shall return to Brand all amounts actually paid by Brand to BootBe in connection with the posting of such Pitch(es), with Brand solely responsible for any bank charges or other fees charged by third parties in connection with the return of such amounts, unless Brand has already selected and received a Creative Solution(s) for such Pitch(es), in which case BootBe shall continue to have the right to receive from Brand the Contracted Price for such Creative Solution(s).
17. Right to Counsel. Each party is entering into this Agreement freely, knowingly and voluntarily, without duress or coercion, with full understanding of its terms. Each party represents that each has had, or has had the opportunity to have, this Agreement reviewed by independent counsel of their own choice.
18. Governing Law. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective legal representatives, successors, and assigns. This Agreement shall be governed by and construed in accordance with the substantive law of Italy without regard to its conflicts of laws principles. The italian courts shall have exclusive jurisdiction over any legal action arising in any way under this Agreement.
19. Exhibits; Integration. This Agreement, its pre-amble and Annex A, along with the T&Cs, represents the entire agreement between Brand and BootBe and contains all agreements, whether written, oral, expressed or implied, between the parties relating thereto and supersedes and extinguishes any other agreement or understanding relating thereto, whether written, oral, express or implied, between the parties. This Agreement may not be modified or amended, nor may any rights under it be waived, except in a writing signed and agreed to by the parties.
20. Counterparts. This Agreement may be executed by electronic confirmation via the BootB Service or in one or more counterparts, which, together, shall constitute one and the same agreement. A PDF, digital signature or facsimile signature shall be as valid as the original.
PLEASE CAREFULLY READ THE FOLLOWING AGREEMENT BEFORE PUBLISHING YOUR SOLUTION AS A CREATOR USING THE BOOTB SERVICE. BOTH THE ACT OF ACCEPTING THIS AGREEMENT AND ANY USE OF THE BOOTB SERVICE CREATES A BINDING CONTRACT BETWEEN BOOTBE AND YOU. BY USING THE BOOTB SERVICE, AND SPECIFICALLY BY CLICKING TO AGREE TO THE TERMS OF THIS CONTRACT, YOU AGREE TO THE TERMS OF THIS AGREEMENT JUST AS IF YOU HAD SIGNED IT.
This Creator’s Agreement (the “Agreement”) is entered into as of the Effective Date (as defined below) between (“Creator”) and BootBe Spa., an italian company with offices at 20144 Milan, via Forcella 13 Italy.
WHEREAS, BootBe operates an Internet-based platform that facilitates introductions and transactions between producers of creative solutions and the consumers of such creative solutions (the “BootB Service”); and
WHEREAS, in accordance with the BootB Service, certain parties referred to as “Brands” have requested creative solutions via an electronic request referred to as a “pitch” on the BootBe website, www.BootB.com (the “Website”); and
WHEREAS, Creator desires to view and respond to the pitch, set forth on the Website by developing and proposing the creative solution including information, concepts, ideas and/or designs (the “Creative Solution”) to the Brand posting such pitch (the “Brand”); and
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, BootBe and Creator agree as follows:
1. Effective Date. The Effective Date of this Agreement shall be the calendar day on which BootBe receives electronic confirmation that Creator (i) has submitted a Creative Solution on the Website; (ii) has agreed to the T&Cs; and (iii) has confirmed that at least one of the payment methods available on the Website is appropriate for Creator to receive payment for Creator’s Creative Solution in accordance with Section 6 hereof. Confirmation of the Effective Date, together with a copy of this Agreement, will be sent to Creator at the e-mail address supplied by Creator upon registration. Failure to receive such copy of this Agreement shall not relieve the Creator of its obligations hereunder. Copies of this Agreement as it relates to Creator can be found on the Website under the Creator's account information, or by request at info@BootB.com.
2. Transfer of Creative Solutions to BootBe. Subject to the terms and conditions of this Agreement, Creator hereby transfers all right, title and interest in and to the Creative Solution and any Intellectual Property Rights (as defined below) embodied therein or related thereto to BootBe to hold on behalf of the Creator until released in accordance with Section 6 hereof. For purposes hereof, "Intellectual Property" shall mean confidential information and other proprietary information and rights, copyrights, mask works, know-how, technology, designs, plans, ideas, marketing materials, inventions (whether patentable or subject to copyright or trade secret protection and whether reduced to practice), invention disclosures and any improvements thereto.
3. Disclosure of Creative Solution to Brand. Subject to the terms and conditions of this Agreement, Creator hereby authorizes BootBe to retain the Creative Solution and to provide the Brand with electronic access to such Creative Solution via the BootB Service for the sole and exclusive purpose of determining in good faith the Brand’s interest in the commercial use and/or exploitation of the Creative Solution. Creator’s identity shall not be disclosed to the Brand unless and until the Brand purchases the Creative Solution.
4. Retention of Creative Solutions.
4.1 Intellectual Property Rights. In the event that the Creative Solution is not selected as the winning Creative Solution, all right, title and interest in the Creative Solution and any intellectual property rights embedded therein, shall automatically transfer back to Creator. BootBe may retain a copy of the Creative Solution in accordance with the T&Cs.
4.2 Intellectual Property Infringement Liability. The Creator accepts that BootBe shall not be liable for any use made by the Brand of all the Creative Solutions received.
4.3 Penalty. The Creator accepts to solve any dispute, concerning or relating to any Creative Solutions submitted, receiving by the Brand an amount equal max to 50% of the Budget for the Winning Solution if any action made by the Brand infringes the Intellectual Property of the Creator.
5. Designation of BootBe as Agent. BootBe is hereby appointed escrow agent to hold and release the Creative Solution and any intellectual property embedded therein, and BootBe accepts such designation and agrees to hold and release the Creative Solution and any associated intellectual property in accordance with the provisions hereof.
6. Release by BootBe. Upon the Brand’s selection of a winning Creative Solution, Creator will be notified that Brand has selected a winning Creative Solution. If Creator’s Creative Solution is selected as the winning Creative Solution, then Creator shall be asked: (i) to verify his, her or its payment details if Creator has chosen bank transfer as the payment method, or (ii) to provide BootBe with the e-mail address on which Creator has registered his/her/its PayPal account, for purposes of receiving the sum transferred by Brand to BootBe as compensation for the Creative Solution (the “Budget”), and BootBe shall, (i)within five(5) business days after the Brand has selected a winning Creative Solution, deliver to the Brand all right, title and interest in the Creative Solution and any intellectual property embedded therein, and (ii) within five (5) business days of receipt of payment details or PayPal e-mail address from Creator, remit to Creator to the account designated by Creator, the Budget payable in connection with the Pitch, as set forth on the Website. If (i) Creator's Creative Solution is not the winning Creative Solution; or (ii) no winning Creative Solution is selected because fewer than five (5) Creative Solutions are submitted in response to the Pitch, then all right, title and interest in Creator’s Creative Solution and any intellectual property embedded therein shall be released from the escrow arrangement hereunder and shall be returned to Creator outright. Such release of the Creative Solution from this escrow arrangement shall be deemed to have automatically occurred: (i) upon the selection of a winning Creative Solution other than Creator’s Creative Solution; or (ii) upon Creator’s receipt of notice from BootBe that fewer than five (5) Creative Solutions were submitted in response to the Pitch. BootBe shall provide any such notice to Creator within five (5) business days of the Deadline for the Pitch. Information about the selection of the winning Creative Solution and the date of its selection, and corresponding release from escrow of all Creative Solutions held by BootBe can be found on the Website, or by request at info@BootB.com.
7. Termination / Disclaimers. Upon distribution of the Budget and the Creative Solution pursuant to Section 6 hereof, the escrow arrangements created hereunder shall terminate. The obligations of BootBe under this Agreement are subject to the following terms and conditions:
7.1 Limited Liability. BootBe acts hereunder as a depository only and is not responsible for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any funds, documents, Intellectual Property or other materials deposited with it. BootBe shall not be required to defend any legal proceeding which may be instituted against it with respect to the subject matter of this Agreement unless it is requested to do so by one of the parties and is indemnified by such requesting party to BootBe's satisfaction against the cost and expenses including legal fees of such defense, unless arising from BootBe's bad faith or willful misconduct. BootBe shall not be required to institute legal proceedings of any kind. BootBe shall not be required to perform any acts which will violate any law or applicable rules of any governmental agency.
7.2 No Requirement to Determine Authenticity. BootBe shall be entitled to rely upon any notice, certification, demand or other writing delivered to it hereunder by Brand or Creator without being required to determine the authenticity or the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment.
7.3 Act in Reliance of Signature. BootBe may act in reliance upon any signature reasonably believed by it to be genuine, or any electronic confirmation, acceptance, rejection, or like communication delivered via the Website, and may assume that any person purporting to give any notice or receipt, or make any statements, in connection with the provisions hereof has been duly authorized to do so. It is the sole and exclusive responsibility of the Creator to safeguard the privacy of his, her or its account and password, and to limit access to such information to those with the authority to act on Creator's behalf.
7.4 Act in Reliance on Counsel. BootBe may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith, and neither it, its directors, officers or employees shall be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence.
7.5 License for Use. The user grants a worldwide, royalty, free, irrevocable, perpetual license to BootBe Inc and all associated companies to use any Designs you submit to display on all BootBe websites for promotional purposes; and to reproduce, distribute, prepare derivative works of, and display your Designs or any other works, item or thing you supply to BootBe.
8. Warranties and Indemnification. Creator represents and warrants that: (a) Creator has the full and unrestricted right to enter into this Agreement and to disclose the Creative Solutions; (b) neither Creator’s execution of this Agreement nor Creator’s disclosure and/or sale of the Creative Solutions, will violate any applicable law, rule or regulation, or breach or conflict with any contractual or other obligation of Creator to any other party; (c) the Creative Solution is the original work of Creator or in the public domain, are free and clear of any and all restrictions, and will not infringe the intellectual property or other proprietary rights of any other party. In the event that Creator’s provision of the Creative Solution results in a claim being made by a third party against either Brand or BootBe and any of their respective officers, directors, employees or agents based upon: (a) Creator’s inability to provide the Creative Solution; (b) Creator’s breach of a contractual or other obligation of Creator to any other party; or (c) the Creative Solution infringing any third party’s copyrights or other rights, Creator hereby irrevocably agrees to indemnify and hold BootBe and any of its officers, directors, employees or agents harmless and fully indemnify each of them from any and all liabilities (whether by judgment, settlement or otherwise) or costs and expenses incurred by virtue of such claim(s). Creator shall be responsible for any and all legal fees, costs and expenses incurred in the defense of any such action (whether incurred in connection with the prosecution or defense of an appeal or in any other aspect of litigation, including pre-litigation negotiation) and BootBe shall be entitled to retain counsel of its own choosing.
9. Corporate Existence and Power. If Creator is a legal entity, it represents and warrants, that it (a) is duly organized, validly existing and in good standing under the laws of its country or state of formation; (b) has all requisite power and authority to conduct the business in which it is currently engaged; (c) is duly qualified as a foreign corporation, licensed and in good standing under the laws of each jurisdiction in which the conduct of its business requires such qualification; and (d) has the corporate power and authority to authorize, execute, deliver and perform its obligations under this Agreement.
10. Confidentiality. BootBe understand that the unauthorized disclosure of the Creative Solution to others could damage the Creator. In recognition thereof, BootBe will take reasonable steps to ensure that Brand holds the Creative Solution confidential, including requiring Brand to agree in writing not to make unauthorized disclosures. Notwithstanding the foregoing, in the absence of its own negligence, BootBe shall not be liable for Brand’s failure to keep such information confidential or protect against disclosure to third parties.
11. Use of the BootB Service. Creator understands, acknowledges and agrees that (a) BootBe shall have no liability of any nature in connection with the execution, performance, existence or breach of BootBe’s T&Cs by Brand, or any failure or refusal by Brand to perform its obligations in connection with the BootB Service; (b) BootBe has no obligation to continue to operate the BootB Service and may choose to cease operations with no notice and no liability to Creator; and (c) Creator shall not enter into any direct agreement with Brand regarding the Creative Solution without BootBe’s prior written consent.
12. Right to Counsel. Each party is entering into this Agreement freely, knowingly and voluntarily, without duress or coercion, with full understanding of its terms. Each party represents that each has had, or has had the opportunity to have, this Agreement reviewed by independent counsel of their own choice.
13. Governing Law. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective legal representatives, successors, and assigns. This Agreement shall be governed by and construed in accordance with the substantive law of Italy without regard to its conflicts of laws principles. The italian courts shall have exclusive jurisdiction over any legal action arising in any way under this Agreement.
14. Exhibits; Integration. This Agreement, its pre-amble and Annex, together with the T&Cs, represents the entire agreement between BootBe and Creator with respect to the subject matter hereof and contains all agreements, whether written, oral, express or implied, between the parties relating thereto and supersedes and extinguishes any other agreement or understanding relating thereto, whether written, oral, express or implied, between the parties. This Agreement may not be modified or amended, nor may any rights under it be waived, except in a writing signed and agreed to by the parties.
15. Counterparts. This Agreement may be executed by electronic confirmation via the BootB Service or in one or more counterparts, which, together, shall constitute one and the same agreement. A PDF, digital signature or facsimile signature shall be as valid as the original.