These Terms of Use ("Terms") govern your use of the Web Platform and other services operated by Boutique Pool ("Boutique Pool", "BPool", "we", "us" or "our") where these Terms are posted (collectively, the "Platform"). These Terms represent a binding contract between BPool and you or the entity you represent. By creating an account or otherwise accessing the Platform, you expressly represent that you are legally competent to enter into this agreement and agree to be bound by these Terms. If you are agreeing to these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind those entities to these Terms. If you do not have such authority or otherwise do not agree to these Terms, you may not use the Platform. If you are agreeing to these Terms on behalf of a company or other legal entity, "you" or "your" as used in the remainder of these Terms refers to the entity you represent.

Certain areas, features or functionalities of the Platform may be subject to different or additional terms, rules, guidelines or policies ("Additional Rules"), and we may provide these Additional Rules to you via postings, pop-up notices, links or other means at the time you access or use the relevant area, feature or functionality. From time to time, these Additional Rules may conflict with these Terms. In the event of such conflict, the Additional Rules shall prevail. Any reference to the "Terms" in this agreement includes the Additional Rules.

IMPORTANT NOTICE: PLEASE NOTE THE ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER SET FORTH BELOW, WHICH REQUIRE YOU TO ARBITRATE CLAIMS YOU MAY HAVE AGAINST US INDIVIDUALLY. INDIVIDUAL ARBITRATION MEANS THAT YOU WILL NOT HAVE, AND WAIVE, THE RIGHT TO A JUDGE OR JURY TO DECIDE YOUR CLAIMS AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.

"Partner" or "Creative Partner" means both marketing agencies and creative, planning, content production, design and/or technology companies and studios in any media, small and medium-sized, that provide marketing services available for contracting by Clients through the Platform;

"Matchmaking" means the stages of selection of Creative Partners promoted by the Platform, based on a proprietary algorithm developed by the Platform and specific criteria determined within the scope of the Project requested by a Client. At the end of the Matchmaking stage, the Platform will indicate three ideal Creative Partners for the demand requested by the Client;

"Curation" means the application of methodologies for the analysis and selection of Platform participants on a regular basis, using human intervention, curators and Boutique Pool evaluation algorithms to approve Partners who meet the standards required by Boutique Pool, so that they can be indicated and connected with Clients, respecting the particularities and expectations necessary for the proper development of business between both parties;

"Asset" priced creative product with its detailed scope, such as land page, website, concept board, creative concept, packaging design, point of sale material design, among others

"Asset Market" lists creative products in marketplace format categorized by type and specialty of communication and marketing services presented to the Client, duly priced with full scope detail. The Client can select projects from the Asset Market or set up their own project.

"Service" or "Project" means marketing services contracted by the Client from selected Creative Partners or projects developed for Clients by Partners specifically using the Platform's tools. The projects are defined by the Partner and the Client exclusively in the Platform environment, where their specifics, schedule and remuneration are necessarily indicated, which will be presented and validated by both, and may include communication services in general, events, training and/or research, as well as the creation of printed, electronic, audiovisual or radio materials, observing the legal protections inherent in the Copyrights defined throughout these Terms.

"Competition" means stages of a specific selection, other than Matchmaking, through which Creative Partners may be invited by Clients to submit commercial and creative proposals for a given Project. In such cases, the Creative Partner and Client must adhere to a specific agreement, which will contain the rules of the respective Competition.

To access certain parts of the Platform, you must create an account. You agree to provide true and accurate information during the account creation process. You also agree to maintain the accuracy of all data submitted. If you provide false, inaccurate or incomplete information, we reserve the right to terminate your account and suspend your use of any and all parts of the Platform.

You are responsible for preserving the confidentiality of your account password and agree to notify us of any known or suspected unauthorized use of your account. You agree that you are responsible for all acts or omissions that occur under your account while your password is in use. Boutique Pool will not ask you for your password by any means or for any reason other than to access the Platform.

The Platform and its content, features and functionality, including, without limitation, information, text, graphics, logos, button icons, images, audio clips, video clips, data compilations and the design, selection and arrangement thereof (collectively, the "BPool Content"), are the exclusive property of BPool, our licensors or other content providers, and are protected by United States and international copyright, trademark, patent and other intellectual property or proprietary rights laws, and may not be used or exploited in any way without our prior written consent.

We are providing you with access to the Platform pursuant to a limited, non-exclusive, non-sublicensable, non-transferable and revocable license. You may use the Platform for personal, non-commercial use subject to these Terms. This license is available to you provided that you are not prevented from accessing the Platform by applicable law and that your access has not been terminated by us. If these Terms are not applicable where you are located, you may not use the Platform. BPool reserves all rights, title and interest not expressly granted under this license to the maximum extent possible under applicable laws.

Under this license, you may download information from the Platform and print a hard copy for your personal, non-commercial use, provided that you keep intact and do not remove or alter any copyright or other notice (e.g. trademark, patent, etc.) contained in the Platform.) contained on the Platform, Except as otherwise expressly provided, you may not modify, copy, distribute, display, reproduce, sell, license or create derivative works from any BPool Content, in whole or in part, including any text, images, audio and video in any form, without the prior written permission of BPool or any applicable third party providers. Any unauthorized use of BPool Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. You agree to comply with reasonable written requests made by us to help us protect our proprietary and intellectual property rights.

TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT FOR THE RIGHTS GRANTED TO CONSUMERS UNDER APPLICABLE LAWS, THE PLATFORM AND THE CONTENT ON THE PLATFORM ARE PROVIDED "AS IS". BPOOL MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE PLATFORM OR THE CONTENT OR COMMUNICATIONS ON THE PLATFORM, OR TO ANY WEBSITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSED DIRECTLY OR INDIRECTLY THROUGH THE PLATFORM, TO THE EXTENT PERMITTED BY LAW.bpool disclaims any implied warranties that the platform and all software, content and services, information distributed through the platform are merchantable, of satisfactory quality, accurate, timely, fit for a particular purpose or need or non-infringing. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY BPOOL OR A REPRESENTATIVE SHALL CREATE A WARRANTY.

WE DO NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, OR THAT IT WILL BE ERROR-FREE, RELIABLE, UNINTERRUPTED OR AVAILABLE AT ALL TIMES. WE DO NOT WARRANT THAT THE SERVICES THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE AND ACCURATE OR WILL MEET YOUR REQUIREMENTS.WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE PLATFORM (DIRECTLY OR THROUGH THIRD PARTY NETWORKS) AT ALL TIMES OR LOCATIONS OF YOUR CHOICE.
‍
FURTHERMORE, BPOOL DOES NOT ENDORSE AND MAKES NO WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY OPINION, INFORMATION, ADVICE OR STATEMENT ON THE PLATFORM. UNDER NO CIRCUMSTANCES WILL BPOOL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE CONTENT OF THE PLATFORM. IT IS YOUR RESPONSIBILITY TO EVALUATE THE TIMELINESS, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE PLATFORM. CONSULT PROFESSIONAL ADVICE AS APPROPRIATE REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT ON THE PLATFORM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT PERMITTED BY LAW, BPOOL SHALL HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) FOR ANY DAMAGES OR LIABILITIES, INCLUDING DIRECT, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING ANY LOSS OF DATA, REVENUE OR PROFITS OR DAMAGES ARISING FROM PERSONAL INJURY/INJURIOUS DEATH) ARISING OUT OF YOUR USE OF THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO DAMAGES ARISING OUT OF (i) USE OR INABILITY TO USE THE PLATFORM, (ii) COST OF ACQUISITION OF SUBSTITUTE GOODS AND SERVICES, (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS BY THIRD PARTIES, (iv) THIRD PARTY CONTENT MADE AVAILABLE TO YOU THROUGH THE PLATFORM, OR (v) ANY OTHER MATTER RELATING TO THE PLATFORM.

In addition, when using the Platform, information will be transmitted over a medium that is beyond the control and jurisdiction of BPool, its partners, advertisers and sponsors or any other third party mentioned on the Platform. Accordingly, BPool assumes no responsibility for or relating to delays, failures, interruptions or corruption of any data or other information transmitted in connection with the use of the Platform.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

These Terms have been drafted and shall be construed in accordance with the laws of the United States (including the Federal Arbitration Act) and the State of Delaware, without giving effect to any principles of conflict of laws. Except for disputes or claims properly brought in a small claims court in the United States, any disputes or claims not subject to the arbitration clause discussed above shall be resolved by a court located in Delaware, and you agree and submit to the exercise of personal jurisdiction of such courts for purposes of litigating any such claim or action. You further agree that such claims shall be brought and maintained only individually and not as part of any class, consolidated, collective or representative capacity, and that you waive your right to a jury trial with respect to any such action.

You and BPool acknowledge that these Terms evidence a transaction involving interstate commerce. Any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9U.S.C. §§ 1-16).

The Platform is only available to natural or legal persons with the legal capacity to contract. If You do not have this capacity, if You are a minor or if Your Client account is suspended or canceled, You may not use the Platform.

At the time of registration, You must provide documents and information proving identity and the capacity to contract on behalf of the legal entity represented (if applicable), as requested by BPool to carry out the registration.

The documentation provided by You must be current, legal and in force. BPool assumes no responsibility for actively supervising Customers, so damages arising from false or inaccurate information will be the sole responsibility of Customers.

To create an account, the User must provide an e-mail address and a temporary password will be provided to the User by BPool to access the Platform.

The User may request the cancellation of his/her account at any time, without prejudice to the Service requests already accepted by our Partners at the time of the cancellation request, which shall be completed normally, as if the account remained active for such purposes.

By registering your account, approving the prices of the standard table of projects and Assets or negotiating the price of a specific Asset on the Platform, provided that such prices are within the standards understood by BPool as adequate and, finally, adhering to this Term, You may use the Platform to contract Projects and/or Services with selected Creative Partners, using the tools available on the Platform, which include (i) access to the Asset Market for selecting Assets or Projects according to the approved Asset and/or Projects; (ii) matchmaking of possible Partners for the realization of Projects by means of a matching algorithm, specific market experience and professional qualifications; (iii) environment for defining the briefing, schedule and final scope; (iv) digital signature of the Specific Project Term defined below; (v) mutual rating system for partial and final evaluations of each Project; (vi) centralization of the payment of multiple partners contracted through the Platform; (vii) provision of an information dashboard with the investments made through the Platform in each Project and the average evaluation of each partner contracted.

BPool will make its best efforts to curate the best possible Partners, with ethics and creative quality for the Services requested by the Client and thus promote the environment for the Service to be provided in the best possible way, being responsible for auditing the relationships established between Client and Partner, through the Platform, exchanging and excluding Creative Partners who do not provide the Services following the rules of the Platform and/or when requested by the Client.

The application of Curatorship, Matchmaking and/or Tenders and contracts must be carried out ethically and responsibly by the parties involved, with the definition of the contracting premises prior to contracting the Services. Partners must respect BPool's and Clients' Codes of Ethics and Anti-Corruption.

To use the Platform, the Client (with their login and password) will select a package of Assets with a pre-defined value (approved by their purchasing area in the Platform registration) and the matchmaking algorithm will indicate three Creative Partners who will inform them whether or not they can meet the requested demand according to the conditions defined by the Client. The Client will then choose which Partner they want to work with based on their portfolio, expertise and empathy.

Once selected to develop a certain Project or provide a certain Service, in accordance with the Curation and Matchmaking procedures carried out, the Creative Partner will receive an e-mail inviting them to participate in said Project with all the details of the Service and/or Project, including delivery time and payment amount, among other information ("Invitation").

The Partner shall be obliged to indicate whether or not it wishes to provide services in a given Project within one (1) working day of receiving the Pool's indication message via the Platform. A Partner's silence will be interpreted as a refusal to accept a Project.

The three selected Partners who have accepted the Invitation will be presented to the Client and the Platform will assist the Client's choice by displaying the portfolio, history and credentials of such Partners, as well as stimulating face-to-face conversations or making calls so that the Client can choose at his/her discretion.

The Client will have to decide between these Partners which is the most suitable for the Service or Project within the period selected on the Platform. If the Client does not select a Partner within the respective period, the Creative Partner is authorized to withdraw from the Project.

Once the Matchmaking has been carried out and the Partner selected by the Client, the final scope and the respective macro-steps of the Project are adjusted on the platform, specific elements linked to remuneration and payment, which in any case will follow the process established by the Platform. Once the Terms have been checked by the Partner and the Client, the latter will give their "Acceptance" by checking the specific validation box ("checkbox"). Marking and validating the checkbox referred to in this item will result in acceptance of the Terms and the consequent binding of the Parties to the Project, and this instrument, as well as the mechanisms available on the Platform, should be used as a reference for resolving any disputes that may arise.

Any Creative Partner selected by the Client for the provision of Services or execution of Projects under these Terms shall be bound by the Project Terms by which the Parties are bound. The Client's obligations assumed with the Creative Partner are directly enforceable by the Creative Partner towards the Client.

The Platform will contain evaluation tools for the Service or Project carried out by the Partner following each of the stages defined at the beginning of each Project/Service contracted between Clients and Partners. In the event of evaluations inconsistent with a Client's expectations and briefing, a given Partner will have to adapt the submitted materials by reworking them in accordance with the instructions indicated in writing by the respective Client. While this adjustment is being made, specific payments to that Partner may be suspended, with the amounts relating to services already completed being safeguarded. Once the adjustments or stages have been completed and upon satisfactory evaluation by the Customer who contracted the Services, specific payment will be made to this Partner.

The evaluation works as follows:

a) Upon acceptance of the terms of the Project and the start of the provision of services by the Partner, the Parties declare that they are aware that the Customer will receive weekly or monthly emails, depending on the nature of the Project, to be triggered by the BPool Platform and through which they will be encouraged to objectively express their views on the progress of the Partner's services and their satisfaction with the Project.

b) For the purposes of letter 'a)' of this item, scores below 3 will indicate poor performance by the Partner; between 3.0 and 3.99, fair; between 4.0 and 4.74, good and between 4.75 and 5, excellent.

If the Customer's evaluation of the Partner's performance is lower than 3 in the first two evaluations, the Customer may request that the Project be canceled or that the Partner be replaced. In the event of cancellation, the Client will be able to use any existing balance for other projects contracted via the Platform and, if they choose to be replaced, they will evaluate other Partners indicated by BPool.

In the event of cancellation or replacement, the Partner will be owed the amounts relating to the services provided, and the macro-steps defined by the Client on the Platform must be observed in order to calculate the amounts owed.

The Platform will limit the number of times a given Project can be redone or adapted, avoiding excessive burden on Partners. In cases where a given Client exceeds the number of adjustments allowed or changes the briefing and scope of Services in a Project several times, it will be up to each Partner to negotiate a new contract with the Client on the Platform, or through the "Project extension" feature available on the Platform.

Evaluations carried out on the Platform, provided they have been previously approved by Partners and Clients, will be available to all Platform subscribers. Evaluations must be carried out in good faith and objectively, providing feedback to Partners in a concise manner. The Platform will not make publicly available partial evaluations of Creative Partners during the execution of Projects.

If a Partner disagrees with an assessment, they can ask BPool to review it and clarify any doubts.

BPool may exclude Partners from the Platform who receive 3 or more bad reviews on specific contracts within a period of up to 6 months. In such cases, BPool will inform the excluded Partner in writing of the reasons for their exclusion.

When requested, the Platform will not list Partners who are working with other clients in the same product category as the Client.

The criterion for establishing whether a Partner is "working with" is the turnover of an Invoice in the last 3 months. To establish non-competition practices, only the brands of products and/or services within a given category are considered, and not the companies that own and market the brands of such products and/or services.

If the Creative Partner already has non-compete agreements with one of its Clients, it must provide this information at the beginning of its relationship with BPool, during its registration, by checking the "non compete active" option.
‍
If a Client requires a minimum non-compete period for the Partner, this must be mentioned in the project briefing. In this case, the Creative Partner who takes on the Project will be deemed to have verified and agreed to this limitation by agreeing to start working with said Client, without any liability on the part of BPool in the event of demands relating to the non-compete period already accepted in a given Project.

The Client shall remunerate the Creative Person under the terms defined for each Service or Project contracted, including when there are staggered payments ("Remuneration"). Bpool will manage the payment flow for the contracted Projects, releasing payments according to the completion of pre-defined stages between the Parties, retaining only the amounts due for the intermediation of the contracted Services.

Should the Client attempt to change the scope after a Project has been approved, it will be the Creative Partner's responsibility to inform BPool of such changes in order to avoid possible damage.Additions to the Platform's standard scopes can also be contracted via the "Project Extension and Non-Standard Items" functionality on the platform, via the "Production" Menu within each Project.

Payments made by the Client will be made to BPool, which will make the payments to each Creative Partner under the conditions of each Project. In certain Projects, BPool may manage payment in stages to a Creative Partner as each stage is completed. Payments to Creative Partners must, in any case, be in accordance with the Clients' payment terms.

The Parties agree that the payment of the Remuneration by the Client shall take place in accordance with the flow described below.

(i) The Customer must enter the order or purchase order number ("Order"), where applicable, or authorize Billing on the platform;

(ii) After placing the Order on the Platform or authorizing the Billing, the Creative Partner will be notified by email with instructions to upload the invoice on the platform to Bpool for the amount of the Remuneration foreseen for the Partner, according to the final scope approved in the Project Validation tab;

(iii) BPool will then issue an invoice with the sum of the Services provided by the Creative Partner plus the Transaction Fee, which will be transparently described in the invoice and in the Project Terms validated by the Parties ("Transaction Fee"), and will send it to the Client according to the instructions entered on the platform (e-mail, upload to the system and/or physical receipt);

(iv) The Customer will make full payment of the amount referred to in item (iii) to Bpool, which will pay the partner's invoice, in accordance with the final scope and within the conditions described in the Terms of Use.

Before the work is completed, the Client may ask the Partner to revise and adapt the materials submitted as a result of the contracted Project. While the revision is being carried out, the Client shall not be obliged to make full payment of the adjusted remuneration to the Partner, which shall only take place after the revision work has been completed. The Client declares that it will comply with the number of revisions envisaged for the Project and that, if they are exceeded, they must be negotiated with the Partner as an extension of the Project.

In the event of late payment of the Remuneration by means of invoices sent, received and not contested by the Client, a fine of 2% (two percent) will be charged, in addition to default interest of 1% (one percent) per month, calculated prorata die. The fine and default interest referred to in this item will be due to the Creative Partner and BPool, in proportion to their respective remunerations, subject to the contractual terms of each Project or Service.

On the date of adhesion to this Term, the Customer will be exempt from paying the monthly fee to BPool for the use of the Platform ("Monthly Fee"). However, the Customer is aware and agrees that BPool may charge the Customer the Monthly Fee at any time after adherence to this Term, upon prior notification to the Customer.

Depending on the number of creative items to be entered into the system, as well as if there is a need to adapt the curation and hiring criteria according to the Customer's specific needs, the Customer is aware and agrees that a setup fee may be charged by BPool, upon prior notification to the Customer.

The Partner and BPool may adjust the conditions under which the assignment of credit rights by the Partner to BPool, arising from Projects carried out within the scope of the BPool Platform, may be carried out.

Customer's trademarks, name, content, features and functionality, including, without limitation, information, text, graphics, logos, button icons, images, audio clips, video clips, data compilations and the design, selection and arrangement thereof (collectively, the "Customer Content"), are the exclusive property of Customer, its licensors or other content providers and are protected by United States and international copyright, trademark, patent and other intellectual property or proprietary rights laws, and may not be used or exploited in any way without our prior written consent.

The Customer is providing the Partner with access to the Platform under a limited, non-exclusive, non-sublicensable, non-transferable and revocable license. Partners may use Client Content solely to provide services and in accordance with the Terms applicable to each Project. The Client reserves all rights, titles and interests in its Content not expressly granted under this license to the maximum extent possible under applicable laws.

Except as otherwise expressly stated herein, Partners may not modify, copy, distribute, display, reproduce, sell, license or create derivative works of any Client Content, in whole or in part, including any text, images, audio and video in any form, without the Client's prior written permission. Any unauthorized use of Customer Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. The Partner agrees to comply with Bpool's reasonable written requests to help us protect our Customers' proprietary rights and intellectual property.

Copyrighted materials will be assigned to Clients when a given Partner is selected in a given Curation, Matchmaking or Proposal and the Service is provided. This assignment is onerous under the terms of each contract, specific for use in each contracted Project and limited to the uses foreseen in each Project. In the absence of a specific definition, the assignment will be considered unlimited, definitive and will cover all materials produced by the Creative Partner that are subject to Copyright.

Creative Partners must own the copyright of the materials they submit for use on the Platform.

Partners must create original concepts that will be offered for hire by Clients.

If non-original materials are found to have been used, Partners may be excluded from the Platform, without prejudice to any right to compensation that the Client may have against the Partner.

BPool has no liability for the infringement of Copyright by third parties in the provision of the Services, and the injured party must pursue their rights with the Partner who infringed such rights.

In relation to third parties, the assignment of Copyright by the Partner shall be carried out by the Partner with the guarantee that it has obtained the rights of the authors of the materials contained in the Services. In the event of failure to obtain the assignment from individuals, it will be up to each Client to decide whether to obtain the assignment of these Copyrights in an additional manner or to cancel the contract of a given Partner. BPool will be responsible for excluding that Partner from the Platform, at the Customer's request, if the Partner fails to provide the Customer with documents demonstrating that the Copyright has been correctly transferred.

The Project submitted and approved by the Partner and the Client may be terminated early ("Termination"), by either Party, at any time and without charge, provided that the party interested in promoting the termination formally communicates its intention, by written notice to the other Party, delivered by e-mail, 60 (sixty) calendar days in advance, without prejudice to the execution of the Project by the Partner that has already been contracted during this period and the respective payment by the Client for the Services that have been effectively provided until the termination.

Termination for cause may occur in the following cases:
(i) non-compliance by the other Party with its obligations contractually established or validated through the Platform, not remedied within the period established in the written notice sent by the innocent Party to the defaulting Party regarding such non-compliance;
(ii) in the event of the decree of bankruptcy, commencement of judicial or extrajudicial reorganization proceedings or judicial or extrajudicial liquidation of any Party;
(iii) in the event of acts of God or force majeure that prevent the continuity of the Services;
(iv) if a Party assigns or transfers to third parties the obligations assumed when accepting the Project Terms, without the prior consent of the other Party.

In the event of termination for cause, with the exception of item (iii), the guilty party shall be obliged to pay to the innocent party a non-compensatory termination penalty corresponding to 10% (ten percent) calculated on the sum of the Remuneration due at the time of termination, without prejudice to (a) the Client's right to receive any materials resulting from the Services provided as a result of the approved Project, and which are in force up to that time; and (b) the Partner's right to receive the compensation due as a result of the assets fully fulfilled and delivered up to the effective date of termination.

In any event of termination, under the terms: (i) the Partner shall return to the Client all documents or information provided to it as a result of the approval and execution of the Project; (ii) the Partner shall delete from its database any data to which it has had unauthorized access by the Client; and (iii) the materials and products produced or developed up to that point by the Partner shall be delivered to the Client.

These Additional Rules ("Terms") govern the use of the online platform ("Platform") specifically by companies or persons wishing to provide creative marketing services through the Platform ("Creative Partner", "Partner" or "You").

By creating an account or otherwise accessing the Platform, you expressly represent that you are legally competent to enter into this agreement and agree to be bound by these Terms.

If you are agreeing to these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entities to these Terms.
‍
If you do not have such authority or do not agree to the general User Terms and/or these Terms, you may not use the Platform.

If you are agreeing to these Terms on behalf of a company or other legal entity, "you", "your", "Creative Partner" and "Partner", as used in the remainder of these Terms, refer to the entity you represent.

The Platform is only available to natural or legal persons with the legal capacity to contract. If You do not have this capacity, if You are a minor, or if Your Partner account is suspended or canceled, You may not use the Platform.

At the time of registration, You must provide documents and information proving the identity and contracting capacity of the legal entity represented (if applicable), as requested by BPool to carry out the registration.

The documentation provided by You must be current, legal and in force. BPool assumes no responsibility for the active supervision of Customers, so that damages arising from false or inaccurate information will be the sole responsibility of Customers.

To create an account, the Customer must provide an e-mail address and a temporary password that will be provided by BPool to access the Platform.

The Client may request the cancellation of his/her account at any time, without prejudice to the Service requests already accepted by our Partners at the time of the cancellation request, which shall be completed normally, as if the account remained active for such purposes.

By registering your account and adhering to this Term, You may be selected by the Platform to provide services to Bpool's Clients, using the tools available on the Platform, which include (i) formalization of the briefing, final scope and approval of each Project; (ii) exchange of formal messages of completion of each milestone of the Projects and changes in the schedule; (iii) registration of partial and final evaluations of a delivered project; (iv) formalization of the final files exchanged between the parties on a Project; (v) formalization of the signatures of the Project Specific Term; and (vi) invoicing.

BPool will make its best efforts to curate Partners with ethics and creative quality for the Services requested by the Client and thus promote the environment for the Service to be provided in the best possible way, being responsible for auditing the relationships established between Client and Partner, through the Platform, exchanging and excluding Creative Partners who do not provide the Services following the rules of the Platform and/or when requested by the Client.

The application of Curatorship, Matchmaking and/or Tenders and contracts must be carried out ethically and responsibly by the parties involved, with the definition of the contracting premises prior to contracting the Services. Partners must respect BPool's and Clients' Codes of Ethics and Anti-Corruption.

To use the Platform, the Partner (with their login and password) will select a package of Assets with a pre-defined value (approved by their purchasing area in the Platform registration) and the matching algorithm will indicate three Creative Partners who will inform them whether or not they can meet the requested demand according to the conditions defined by the Client. The Client will then choose which Partner they want to work with based on their portfolio, expertise and empathy.

Once selected to develop a certain Project or provide a certain Service, in accordance with the Curation and Matchmaking procedures carried out, the Creative Partner will receive an e-mail inviting them to participate in said Project with all the details of the Service and/or Project, including delivery time and payment amount, among other information ("Invitation").

The Partner shall be obliged to indicate whether or not it wishes to provide services in a given Project within one (1) working day of receiving the Pool's indication message via the Platform. A Partner's silence will be interpreted as a refusal to accept a Project.

The three selected Partners who have accepted the Invitation will be presented to the Client and the Platform will assist the Client's choice by displaying the portfolio, history and credentials of such Partners, as well as stimulating face-to-face conversations or making calls so that the Client can choose at his/her discretion.

The Client will have to decide between these Partners which is the most suitable for the Service or Project within the period selected on the Platform. If the Client does not select a Partner within the respective period, the Creative Partner is authorized to withdraw from the Project.

Once Matchmaking has been carried out and the Partner has been selected by the Client, the final scope and the respective macro-steps of the Project are adjusted on the Platform, as well as specific elements linked to remuneration and payment, which will in any case follow the process established by the Platform. Once the Terms have been checked by the Partner and the Client, the latter will give their "Acceptance" by checking the specific validation box ("checkbox"). Marking and validating the checkbox referred to in this item will result in acceptance of the Terms and the consequent binding of the Parties to the Project, and this instrument, as well as the mechanisms available on the Platform, should be used as a reference for resolving any disputes that may arise.

Any Creative Partner selected by the Client for the provision of Services or execution of Projects under these Terms shall be bound by the Project Terms by which the Parties are bound. The Client's obligations assumed with the Creative Partner are directly enforceable by the Creative Partner towards the Client.

The Platform will contain evaluation tools for the Service or Project carried out by the Partner following each of the stages defined at the beginning of each Project/Service contracted between Clients and Partners. In the event of evaluations inconsistent with a Client's expectations and briefing, a given Partner will have to adapt the submitted materials by reworking them in accordance with the instructions indicated in writing by the respective Client. While this adjustment is being made, specific payments to that Partner may be suspended, with the amounts relating to services already completed being safeguarded. Once any adjustments or stages have been completed and upon satisfactory evaluation by the Client who contracted the Services, specific payment will be made to this Partner.

The evaluation works as follows:

a) Upon acceptance of the terms of the Project and the start of the provision of services by the Partner, the Parties declare that they are aware that the Customer will receive weekly or monthly emails, depending on the nature of the Project, to be triggered by PlataformaBPool and through which they will be encouraged to objectively express their views on the progress of the Partner's services and their satisfaction with the Project.

b) For the purposes of letter 'a)' of this item, scores below 3 will indicate poor performance by the Partner; between 3.0 and 3.99, fair; between 4.0 and 4.74, good and between 4.75 and 5, excellent.

If the Customer's evaluation of a Partner's performance falls below 3 in the first two evaluations, the Customer may request that the Project be canceled or that the Partner be replaced. In the event of cancellation, the Customer may use any existing balance for other projects contracted via the Platform and, if they choose to be replaced, they will evaluate other Partners indicated by BPool.

In the event of cancellation or replacement, the Partner will be owed the amounts relating to the services provided, and the macro-steps defined by the Client on the Platform must be observed in order to calculate the amounts owed.

The Platform will limit the number of times a given Project can be redone or adapted, avoiding excessive burden on Partners. In cases where a given Client exceeds the number of adjustments allowed or changes the briefing and scope of Services for a Project several times, it will be up to each Partner to negotiate a new contract with the Client on the Platform, or through the "Project extension" feature available on the Platform.

Evaluations carried out on the Platform, provided they have been previously approved by Partners and Clients, will be available to all Platform subscribers. Evaluations must be carried out in good faith and objectively, providing feedback to Partners in a concise manner. The Platform will not make publicly available partial evaluations of Creative Partners during the execution of Projects.

If a Partner disagrees with an assessment, they can ask BPool to review it and clarify any doubts.

BPool may exclude Partners from the Platform who receive 3 or more bad reviews on specific contracts within a period of up to 6 months. In such cases, BPool will inform the excluded Partner in writing of the reasons for their exclusion.

The Project submitted and approved by the Partner and the Client may be terminated early ("Termination"), by either Party, at any time and without charge, provided that the party interested in promoting the termination formally communicates its intention, by written notice to the other Party, delivered by e-mail, 30 (thirty) calendar days in advance, without prejudice to the execution of the Project by the Partner already contracted during that period and the respective payment by the Client for the Services that have been effectively provided until the termination.

Termination for cause may occur in the following cases:
(i) non-compliance by the other Party with its obligations contractually established or validated through the Platform, not remedied within the period established in the written notice sent by the innocent Party to the defaulting Party regarding such non-compliance;
(ii) in the event of a decree of bankruptcy, commencement of judicial or extrajudicial reorganization proceedings or judicial or extrajudicial liquidation of any of the Parties;
(iii) in the event of unforeseeable circumstances or force majeure preventing the continuity of the Services;
(iv) if a Party assigns or transfers to a third party the obligations assumed when accepting the Project Terms, without the prior consent of the other Party, unless otherwise agreed in writing.

In the event of termination, CreativePartner shall mitigate the amounts of fees and expenses accrued during any notice period to necessary expenses pre-approved by Client. Client shall pay for any Services it has previously authorized in writing prior to the effective date of termination to the extent they have been satisfactorily completed by Creative Partner. The Client shall pay all uncontested, non-cancellable and non-refundable amounts that have not previously been invoiced or paid for and for which Creative Partner is entitled to seek reimbursement from the Client. The Client shall be entitled to a pro rata refund of any fees paid to Creative Partner for any Services not performed or Deliverables not provided prior to the effective date of termination and thereafter the Client shall have no further obligation hereunder. The Client shall not be obligated to pay for any Services performed by Creative Partner or Deliverables provided after the effective date of expiration or termination. Upon termination, the Client shall be entitled to use any Deliverables and/or Services provided hereunder.

In any event of termination in accordance with the terms: (i) the Partner shall return to the Client all documents or information provided to it as a result of the approval and execution of the Project; (ii) the Partner shall delete from its database all data to which it has had access in a manner unauthorized by the Client; and (iii) the materials and products developed up to that point by the Partner shall be delivered to the Client.

When requested, the Platform will not list Partners who are working with other clients in the same product category as the Client.

The criterion for determining whether a Partner is "working with" is the billing of an Invoice in the last 3 months.

To establish non-compete practices, only the brands of products and/or services within a given category are considered, and not the companies that own and market the brands of such products and/or services.

If a Creative Partner already has non-compete agreements with one of its clients, it must provide this information at the beginning of its relationship with BPool, during its registration, by checking "non- compete active".

If a Client requires a minimum period of non-competition for the Partner, this must be mentioned in the project briefing.

If so, the Creative Partner carrying out the Project shall be deemed to have verified and agreed to such limitation by agreeing to start working with said Client, and BPool shall not be liable for any claims relating to the period of non-competition already accepted in a given Project.

The Client will remunerate the Creative Partners under the terms defined for each Service or Project contracted, including when there are staggered payments ("Remuneration"). Bpool will manage the flow of payments for the contracted Projects, releasing payments according to the fulfillment of predefined stages between the Parties, retaining only the amounts due for the intermediation of the contracted Services.

If the Client tries to change the scope after a Project has been approved, it will be up to the Creative Partners to inform BPool of such changes in order to avoid any possible damage.Additions to the Platform's standard scopes can also be contracted through the "Extension of Projects and Non-Standard Items" functionality on the platform, via the "Production" Menu within each Project.

Payments made by the Client will be made to BPool, which will make the payments to each Creative Partner under the conditions of each Project. In certain Projects, BPool may manage payment in stages to a Creative Partner as each stage is completed. Payments to Creative Partners must, in any case, be in accordance with the Clients' payment terms.

The Parties agree that the payment of the Remuneration by the Client shall take place in accordance with the flow described below.

(i) The Customer must enter the order or purchase order number ("Order"), where applicable, or authorize Billing on the platform;

(ii) After placing the Order on the Platform or authorizing the Billing, the Creative Partner will be notified by email with instructions to upload the invoice on the platform to Bpool for the amount of the Remuneration foreseen for the Partner, according to the final scope approved in the Project Validation tab;

(iii) BPool will then issue an invoice with the sum of the Services provided by the Creative Partner plus the Transaction Fee, which will be transparently described in the invoice and in the Project Terms validated by the Parties ("Transaction Fee"), and will send it to the Client according to the instructions entered on the platform (e-mail, upload to the system and/or physical receipt);

(iv) The Customer will make full payment of the amount referred to in item (iii) to Bpool, which will pay the partner's invoice, in accordance with the final scope and within the conditions described in the Terms of Use.

Before the work is completed, the Client may ask the Partner to make revisions and adaptations to the materials submitted as a result of the contracted Project. While the revision is being carried out, the Client shall not be obliged to make full payment of the adjusted remuneration to the Partner, which shall only occur upon completion of the revision work.The Client declares that it will comply with the number of revisions envisaged for the Project and that, should they be exceeded, they shall be negotiated with the Partner as an extension of the Project.

In the event of late payment of the Remuneration by means of invoices sent, received and not contested by the Client, a fine of 0.5% (half a percent) will be charged, in addition to default interest of 0.5% (half a percent) per month, calculated pro rata die, provided, however, that prior to any of these actions, BPool gives prior written notice to the Client and provides a reasonable opportunity to remedy the problem. The fine and default interest referred to in this item shall be due to the Creative Partner and BPool in proportion to their respective remuneration, subject to the contractual terms of each Project or Service.

On the date of adhesion to this Term, the Customer will be exempt from paying the monthly fee to BPool for the use of the Platform ("Monthly Fee"). However, subject to the Customer's prior written approval (acceptable in the form of an e-mail), the Customer is aware and agrees that BPool may charge the Customer the Monthly Fee at any time after joining this Term, upon receipt of 6 (six) months' prior notice (acceptable in the form of an e-mail) from BPool.

The Partner and BPool may adjust the conditions under which the assignment of credit rights by the Partner to BPool, arising from Projects carried out within the scope of the BPool Platform, may be carried out.

The Partner undertakes to maintain the strictest confidentiality of the content of this instrument, as well as all Confidential Information received as a result of the provision of the services contracted by the Platform, except when authorized in writing by the Party holding the information.

For this instrument, "Confidential Information" means all information, elements, documents and data, verbal, written and/or recorded by any means, including electronic, that may be exchanged between the Partner and the Client as a result of a Project contracted in the Platform environment, which are not public knowledge, including, but not limited to those relating to research, inventions, formulas, recipes, industrial processes, know-how, systems, accounting, engineering, corporate relations, market research, industrialization, marketing, sale and launch of products, administration and management of the company, whether such information is identified as "confidential" or not.

The definition of Confidential Information excludes information that:

(i) are public knowledge or become public knowledge by any means other than disclosure by the Party receiving the Confidential Information;
(ii) were already public knowledge or known to the Partner prior to the signing of this instrument;
(iii) become available to the general public through the act of a duly authorized third party, provided that such third party is not in breach of any confidentiality obligation established by doing so;
(iv) become available to the general public as a result of the provision of the Services, provided that such disclosure is restricted to the Project and the Client has previously authorized it.

The receiving party shall use reasonable care, but in no event less care than that used by such party to safeguard and protect its own Confidential Information, to protect the disclosing party's Confidential Information, and such party shall not use the receiving party's Confidential Information for any purpose other than the performance of its obligations under this Agreement. Each party may make the other party's Confidential Information available to its officers, directors, employees, agents and representatives (each a "Representative") and their affiliates only on a "need to know" basis. The Representatives shall be informed of their obligation to comply with the confidentiality obligations set forth herein and the receiving party shall be liable for a breach by any of its Representatives.

Upon the Client's request, the Partner shall destroy, in a verifiable manner, any material, document or electronic medium containing Confidential Information, provided and used for the execution of the contracted Project in the Platform environment, including any electronic information in a computer program or database.

Whenever the Partner receives a request, notification, subpoena or interpellation from a public agent, administrative and/or judicial body and/or any third party, involving a request for information, data, documents, testimony in judicial or administrative proceedings, relating to the information shared by the Client, the Partner shall immediately inform the Client and await instructions before complying with any request.

Neither party shall disclose the other's Confidential Information to any third party without the prior written consent of the disclosing party.

The dissemination of "press releases" (notes/media releases) constitutes a breach of this Section, unless previously and expressly approved in writing by the Client.

Likewise, any reference by one of the Parties to the name of the other of its subsidiaries, parent companies or affiliates, its divisions, products and/or respective brands in any means of communication or material support is prohibited, under penalty of trademark infringement.

Upon expiration or earlier termination of each project, unless otherwise required by applicable laws, rules or regulations, each party shall return to the other all Confidential Information of the other party in its possession or control, and not thereafter use such Confidential Information in furtherance of its own business or the business of any third party, or otherwise make use of or refer to any Confidential Information or the identity of the other party. The confidentiality obligations set forth herein shall remain in effect for five (5) years after the expiration or earlier termination of each project.

Customer's trademarks, name, content, features and functionality, including, without limitation, information, text, graphics, logos, button icons, images, audio clips, video clips, data compilations and the design, selection and arrangement thereof (collectively, the "Customer Content"), are the exclusive property of Customer, its licensors or other content providers and are protected by United States and international copyright, trademark, patent and other intellectual property or proprietary rights laws, and may not be used or exploited in any way without our prior written consent.

The Customer is providing the Partner with access to the Platform under a limited, non-exclusive, non-sublicensable, non-transferable and revocable license. Partners may use Client Content solely to provide services and in accordance with the Terms applicable to each Project. The Client reserves all rights, titles and interests in its Content not expressly granted under this license, to the extent possible under applicable laws.

Unless otherwise provided herein, all intellectual property rights made or conceived by Creative Partner arising out of Creative Partner's performance of the Services ("Deliverables") shall be considered work made for hire. In the event that such Services are not considered work made for hire for any reason, Creative Partner unconditionally assigns to Client all of its rights, title and interest therein. Creative Partner agrees to execute any and all documents deemed necessary by Client to effectuate the foregoing at any time, whether before or after the expiration or earlier termination of this Agreement.

a) Intellectual Property Rights owned and developed by Creative Partner prior to the performance of the Services shall remain the property of Creative Partner; provided that Creative Partner grants Client and its affiliates a non-exclusive, non-transferable right and license to use Creative Partner's Intellectual Property to the extent incorporated into the Services.

(b) The intellectual property rights owned and developed by the Client prior to the performance of the Services, including without limitation the Client's Intellectual Property, shall remain the property of the Client; provided that the Client grants Creative Partner and its affiliates a limited, revocable, non-exclusive, non-transferable right and license to use the Client's intellectual property rights only to the extent necessary for the performance of the Services. The Creative Partner acknowledges and agrees that its use of the Client's intellectual property shall not create any right, title or interest in its favor with respect to the Client's intellectual property. All use of the Client's intellectual property by the Creative Partner and all rights arising therefrom, as well as the goodwill generated thereby, shall be secured solely for the benefit of the Client and are and shall be the exclusive property of the Client. Except as otherwise expressly stated herein, Partners may not modify, copy, distribute, display, reproduce, sell, license or create derivative works of any Client Content, in whole or in part, including any text, image, audio and video in any form, without the prior written permission of the Client. Any unauthorized use of Customer Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. The Partner agrees to comply with BPool's reasonable written requests to help us protect our Clients' intellectual property and proprietary rights.

Creative Partner shall submit to Client for its written approval any and all Deliverables that Creative Partner creates or engages a third party to create on Client's behalf reasonably prior to the anticipated date of first public release or availability. No approval by the Client pursuant to this section shall be deemed a representation or opinion by the Client that such Deliverables comply with any applicable laws, regulations or rules. In addition, Creative Partner shall not use the services of third parties ("Subcontractors") without Client's prior express written consent.

Creative Partner represents and warrants that it will comply with all applicable laws, rules and regulations in the performance of the Services and the provision of the Deliverables and that it will not engage in any behavior on Client's premises or with respect to Client's employees that violates any of Client's policies or that results in Client's violation of law.

Creative Partner represents and warrants that it has full power and authority to enter into this Agreement and that this Agreement does not conflict with any of its other agreements.

All Services and Deliverables provided by Creative Partner under this Agreement shall meet all requirements and specifications (if any) set forth or described in any documentation provided to Creative Partner by Client identifying the requirements or specifications for the Services and/or Deliverables.

Copyrighted Materials will be assigned to Clients when a given Partner is selected in a specific Curation, Matchmaking or Proposal and the Service is provided. This assignment is onerous under the terms of each contract, specific for use in each contracted Project and limited to the uses foreseen in each Project. In the absence of a specific definition, the assignment will be considered unlimited, definitive and will cover all materials produced by the Creative Partner that are subject to Copyright.

Creative Partners must own the copyright of the materials they submit for use on the Platform.

Partners must create original concepts that will be offered for hire by Clients.

Creative Partner represents and warrants that the Services and Deliverables do not violate or infringe any trademark, trade secret, copyright or similar intellectual property right of any third party. The Creative Partner also represents and warrants that it is the rightful owner or licensee, where owned by a third party, of any software programs or other materials used by the Creative Partner in the performance of the Services and Deliverables and that it has all necessary rights to convey to the Client ownership or license, as the case may be, of all products delivered pursuant to the Services. In the event of any infringement action or threatened action arising from a breach of the foregoing warranties, CreativePartner shall, at its expense, either (a) procure for Client the right to continue to use the affected Services/Deliverables; or (b) replace or modify such Services and/or Deliverables to make Client's use non-infringing, without in any event adversely affecting Client's use of such Services and/or Deliverables.

If non-original materials are found to have been used, Partners may be excluded from the Platform, without prejudice to any right to compensation that the Client may have against the Partner.

BPool has no liability for the infringement of third-party copyright in the provision of the Services, and the injured party must pursue their rights with the Partner who infringed such rights.

In relation to third parties, the assignment of the Partner's Copyright shall be made by the Partner with the guarantee that he/she has obtained the rights of the authors of the materials contained in the Services. In the event of failure to obtain the assignment from individuals, it will be up to each Client to decide whether to obtain the assignment of these Copyrights in an additional manner or to cancel the contract of a given Partner. BPool will be responsible for excluding that Partner from the Platform, at the Customer's request, if the Partner fails to provide the Customer with documents demonstrating that the Copyright has been correctly transferred.

(a) Client will indemnify, defend and hold harmless Creative Partner and its parents, subsidiaries and affiliates and each of their respective officers, directors, employees, agents and representatives, to the fullest extent permitted by law, from and against any and all third party claims, losses, damages, costs, expenses or other liabilities, including, without limitation, reasonable outside attorneys' fees (collectively, "Losses") arising out of or relating to a breach by Client of any representation or warranty in each project.

(b) The Creative Partner shall indemnify, defend and hold harmless the Clients and their subsidiaries and affiliates, as well as their respective officers, directors, employees, agents and representatives, to the fullest extent permitted by law, from and against any and all Losses arising out of or in connection with (i) actual or alleged damages to any person (including death) or property, to the extent caused, in whole or in part, by Creative Partner, (ii) breach or alleged breach by Creative Partner, or its employees or subcontractors, of any representations and warranties made under this Agreement, (iii) receipt by Client of any personally identifiable information without its prior written consent; (vi) any negative or defamatory representation of the Client by Creative Partner, which shall be determined in the Client's sole discretion in each case; (v) false advertising or product liability claims, provided that any advertising materials and/or products provided by Creative Partner are used in accordance with any applicable limitations set forth herein; and/or (vi) any act or omission of Creative Partner (or its employees, contractors or agents) relating to the Services or this Agreement.

(c) The Client shall reasonably cooperate, at the Creative Partner's expense, in such defense. The Client shall have the right to participate in the defense of any Losses and to retain counsel, at its own expense, separate from counsel retained by the Creative Partner. Notwithstanding anything to the contrary herein, Creative Partner shall not consent, and Client shall not be obligated to agree, to any settlement, compromise or judgment that Client has not pre-approved in writing in each instance.

Privacy and data security. Creative Partners shall maintain appropriate practices, policies and procedures to prevent unauthorized disclosure of Client Confidential Information. Creative Partner represents and warrants that it will comply with the data security and privacy requirements in accordance with the Security and Privacy Addendum attached hereto as Exhibit A. In addition to the foregoing, Creative Partner shall implement and maintain an information security program, including a business continuity and disaster recovery plan (the "Security Program") applicable to all facilities, networks and infrastructure used by Creative Partner to provide the Services, including any applicable Subcontractor facilities, networks and infrastructure that may be reviewed by Client upon request. Creative Partner shall also train its employees to comply with the Security Program. Creative Partner shall implement and maintain industry standard security practices, including standards and practices that ensure the security of any and all Client material and equipment used by Creative Partner and/or Subcontractor to connect to Client's network.

The Creative Partner undertakes to notify the Client if it knows or has reason to believe that any breach of any of these obligations has occurred.

If the Creative Partner, its staff, agents, affiliates or subcontractors fail to comply with the relevant Mandatory Requirements in this term, where the Client considers that such breach can be remedied, the Creative Partner shall take all additional measures stipulated by the Client to remedy the breach, including the implementation of appropriate procedures so that such breach does not occur again.

Where the concerns arising from the breach are material and the breach cannot be or is not remedied in accordance with the requirements set out above, the Client reserves the right to terminate the performance of the project with immediate effect. In the event that the Client terminates the project pursuant to this clause, without prejudice to any charges due or any other pre-existing liabilities, neither the Creative Partner nor its affiliates shall be entitled to claim damages or any other remuneration, regardless of any activities or agreements with additional third parties entered into prior to termination.

‍

In the event that any provisions of thisExhibit conflict with the terms of the Agreement and/or any Statement of Workbetween the parties, the provisions of this Exhibit shall govern. Except asotherwise provided herein, the Agreement and any fully executed Statement of Work between the parties shall remain in full force and effect.

1. Processing of Privacy Data. For purposes of applicablelaws, including without limitation the California Consumer Privacy Act of 2018("CCPA") and the Virginia Consumer Data Protection Act ("CDPA"), CreativePartner shall be a service provider or processor or equivalent term,respectively, with regard to Privacy Data (as defined herein), and Client shallbe a business or controller or equivalent term, respectively, with regard toPrivacy Data. Privacy Data shall only be accessed, used, maintained, collected, modified, merged, shared or disclosed by Creative Partner as necessary forCreative Partner to perform its obligations on behalf of Client under thisExhibit and the Agreement, and otherwise required by Client in writing. "Privacy Data" shall mean any informationthat identifies, relates to, describes, is capable of being associated with, orcould reasonably be linked, directly or indirectly, with a particular consumeror household including, without limitation, any inferences drawn therefrom orderivatives thereof. Except as expresslyprovided to Creative Partner, no right, title, or interest in Privacy Data is transferred to Creative Partner, and as between Creative Partner and Client,all Privacy Data is and will be deemed to be and will remain the exclusiveproperty of Client. Except as set forthin this Exhibit, or as Client otherwise directs in writing, Creative Partnermay not modify the Privacy Data, merge it with other data, or sell, resell, lease, assign, rent, sublicense, distribute, transfer, disclose, time-share orotherwise use Privacy Data (or any portion thereof) for any purpose, commercial or otherwise. The acts or omissions ofCreative Partner's employees, agents, representatives, contractors,subcontractors or affiliates (and such affiliates' employees, agents, representatives,contractors, or subcontractors) will also be deemed the acts or omissions ofCreative Partner.

1. Sensitive PersonalData. Creative Partner shall notcollect, solicit, request, or receive any Sensitive Personal Data in connection with this Agreement or otherwise on behalf of Client. "Sensitive Personal Data" means: (1) personaldata that reveals (A) a consumer's social security, driver's license, stateidentification card, or passport number; (B) a consumer's account log-In,financial account, debit card, or credit card number in combination with anyrequired security or access code, password, or credentials allowing access toan account; (C) a consumer's precise geolocation; (D) a consumer's racial orethnic origin, religious or philosophical beliefs, or union membership; (E) thecontents of a consumer's mail, email, or text messages, unless the business is the intended recipient of the communication; (F) a consumer's genetic data;(2)(A) the processing of biometric data for the purpose of uniquely identifyinga consumer; (B) personal data collected and analyzed concerning a consumer'shealth; or (C) personal data collected and analyzed concerning a consumer's sexlife or sexual orientation; and (3) personal data of an individual known to beunder the age of 13 years. SensitivePersonal Data is a subset of Privacy Data. In the event the parties agree to allow Creative Partner to process Sensitive Personal Data, additional security terms must be agreed in connectiontherewith prior to any collection, use, or processing of such Sensitive PersonalData.

1. Transfer of PrivacyData. The parties agree that anytransfer or disclosure of personal Privacy Data between Creative Partner andClient under the Agreement is not for monetary or other valuable considerationand therefore does not constitute a sale of personal information under theCalifornia Consumer Privacy Act of 2018. Additionally, Creative Partner shall not further transfer or disclose Privacy Data in exchange for any monetary or other valuable considerationwithout Client's prior written consent, in all cases subject to Section 4 below("Privacy Data Sales").

1. Privacy Data Sales. Creative Partner shall not sell any PrivacyData unless in each instance: (a) Client has provided express prior written approval; and (b) Creative Partner (or another party acting on Creative Partner's behalf) has provided the applicable consumers with (1) explicit notice about the potential sale of their information by Creative Partner and (2) an opportunity to opt out of such sale within a reasonable time (but in no event less than ten business days) of receiving such notice. Such notice and opt-out opportunity shall beseparate from any notice or opt-out opportunity originally provided to suchconsumers by Client. If Creative Partnerreceives any direction from a consumer not to sell the consumer's Privacy Data(or if the consumer is a minor and Creative Partner has not received consent to sell the minor's Privacy Data), Creative Partner shall not sell the consumer's Privacy Data going forward, unless the consumer subsequently provides expressauthorization for such sale.

1. Access Limitations. Creative Partnershall not disclose or transfer Privacy Data to any third party, including anyagent, contractor or subcontractor, without the prior permission of Clientgiven in writing or via email, or other electronic means, except to the extent that a disclosure or transfer is required by law or is authorized under theAgreement or an applicable Statement of Work. Creative Partner will restrictaccess to Privacy Data only to those individuals who have a need to know orotherwise access the Privacy Data to enable Creative Partner to perform itsobligations under this Exhibit, and as otherwise permitted by this Exhibit,provided that (a) a background check has been conducted of those individualsand (b) those individuals have committed in writing to follow thisExhibit. Upon Client's written request,Creative Partner will promptly identify in writing all individuals who havebeen granted access to the Privacy Data as of the date of the request. Creative Partner will at all times cause itsemployees and others to whom it provides Privacy Data to strictly abide byCreative Partner's obligations under this Exhibit. Creative Partner further agrees that it willmaintain a disciplinary process to address any unauthorized access, use or disclosure of Privacy Data by any of Creative Partner's officers, partners, principals, employees, agents or independent contractors.

1. Assistance. Should Client receive a request from an individual exercising their rights under applicable privacy or data security laws,including, without limitation, the California Consumer Privacy Act, CreativePartner shall promptly (and in any event, within seven (7) days) and at the request of Client, assist Client in the fulfillment of Client's obligation to respond to such request. Individualrequests may seek, without limitation, easily portable copies of, correctionsto, or deletion of all Privacy Data relating to the individual. Creative Partner shall implement technical and administrative procedures necessary to categorize, access, modify, delete, and upload Privacy Data so that Creative Partner can promptly and fully assistClient if requested. If Creative Partnerreceives a request directly from an individual, Creative Partner will, to theextent not prohibited by applicable law or any regulatory authority: (a)promptly (and in no event longer than 24 hours after receipt of such request)forward the request to Client for handling; (b) if requested, provide Clientwith copies of documents relating to the request; (c) not refer to Client orits affiliates in any correspondence with the requester without Client's prior written consent; and (d) not disclose any confidential information of Client orits affiliates without Client's prior written consent. Creative Partner shall, upon Client'srequest, cooperate in good faith with Client to enter into additional ormodified contract terms to address any modifications, amendments, or updates toapplicable laws, including, without limitation, the California Consumer PrivacyAct of 2018.

1. Confidentiality. Creative Partnershall: (a) keep confidential all such Privacy Data which it uses pursuant tothe terms of the Agreement; and (b) limit access to such Privacy Data only tothose of its employees who have a need to access such Privacy Data in order toperform their job functions, and to ensure that those employees are trainedwith respect to the obligations imposed by this Exhibit and sign an undertakingto comply with these obligations as described below. This obligation shall survive termination of the Agreement to the extent that Creative Partner has no such Privacy Data in its possession.

1. Security. The CreativePartner shall comply with high standards of security in accordance withindustry best practices and applicable laws and regulations. The CreativePartner shall implement appropriate technical and organizational measures toprevent unauthorized access, disclosure, alteration, or destruction of data,including but not limited to encryption, firewalls, access controls, and regular security audits. The Creative Partner shall also ensure that allpersonnel who have access to the data, tools, and systems are trained in andcomply with the highest standards of security. In the event of a breach orpotential breach of security, the Creative Partner shall notify the other partyimmediately and take prompt action to mitigate any harm caused. CreativePartner warrants that it has adopted and implemented, and will maintain for as long as this Agreement is in effect or as long as Creative Partner stores or processes Privacy Data (whichever is later), technical and organizationalmeasures to protect Privacy Data against accidental, unauthorized or unlawfuldestruction, loss, alteration, disclosure, and access, and against all otherunlawful activities. To fulfill itsobligations under this section, Creative Partner shall have in place, at a minimum, any physical, technical, administrative, and organizational safeguardsthat provide for and ensure: (a) protection of business facilities, paperfiles, servers, computing equipment, including without limitation all mobiledevices and other equipment with information storage capability, and backupsystems containing Privacy Data; (b) network, application (including databases)and platform security; (c) business systems designed to optimize security andproper disposal of Privacy Data according to the terms of this Exhibit; (d)secure transmission and storage of Privacy Data; (e) authentication and accesscontrol mechanisms over Privacy Data, media, applications, operating systemsand equipment; (f) personnel security and integrity, including backgroundchecks where consistent with applicable law; (g) annual training to Creative Partner'semployees on how to comply with the Creative Partner's physical, technical andadministrative information security safeguards and confidentiality obligationsunder applicable laws, rules, regulations and guidelines; (h) reasonably up todate versions of security agent software for systems that house Privacy Data,which include malware protection, and use reasonably up-to-date patches andvirus definitions; and (i) storage limitations such that Privacy Data residesonly on servers in data centers that comply with industry standard data centersecurity controls, and restrictions to ensure that Privacy Data files are notplaced on any notebook hard drive or removable media, such as compact disc orflash drives, unless encrypted. Except as otherwise required by law, all digital and hard copies of Privacy Data shall be securely deleted or destroyed once such information is no longer required for Creative Partner to perform its obligations under the Agreement or applicable Statement of Work. Creative Partner shall immediately delete or securely return, at Client's discretion, all copies of Privacy Data upon expiration or termination of the Agreement, or upon Client's request.

1. PCI Compliance. To the extentapplicable to the services provided under the Agreement, Creative Partneracknowledges that it is responsible for the security of the credit, debit orother cardholder payment information it processes, and hereby represents andwarrants that it will comply with the most current PCI Standard in connectionwith the processing of such data, including, but not limited to: (a) creatingand maintaining a secure network to protect cardholder data; (b) using alltechnical and procedural measures reasonably necessary to protect cardholderdata it maintains or controls; (c) creating and implementing secure measures tolimit access to cardholder data; (d) monitoring access to cardholder data itmaintains or controls; and (e) creating and implementing an informationsecurity policy that assures employee compliance with the foregoing. Creative Partner acknowledges that it isresponsible for maintaining compliance with the then-current PCI DSSrequirements and monitoring the PCI DSS compliance of all associated thirdparties Creative Partner may provide with access to cardholder data inaccordance with the terms of the Agreement.

1. encryption. Creative Partnershall ensure that (a) any Privacy Data that it transmits over a network,whether via email, file transfer protocol, or other means of electronicexchange, and (b) any Privacy Data stored on a portable device, including butnot limited to a laptop computer, USB drive, floppy disk, or CD, shall beencrypted using a cryptographic algorithm employing a key length of at least128 bits.

1. Data Breaches. In the event ofany actual or suspected unauthorized access to or acquisition of Privacy Data or Client Confidential Information ("Data Breach"), Creative Partner shallinform Client in writing or via email or facsimile of the same within one (1)day of Creative Partner's discovery of the Data Breach. In addition, CreativePartner shall investigate and remediate the Data Breach and, to the extent thata Data Breach results in a legal obligation on Creative Partner or Client tonotify impacted individuals or would put impacted individuals at risk, CreativePartner shall provide Client with assurances satisfactory to Client that a DataBreach will not recur. Creative Partner warrants that if there has been a DataBreach, all responsive steps will be documented, and a post-incident reviewwill be made of both the events and also actions taken, if any, to changebusiness practices made relating to Privacy Data. Creative Partner agrees to fully cooperate with Client in Client's handling of the matter, including without limitationany investigation, reporting or other obligations required by applicable law orregulation, or as otherwise required by Client, and will work with Client tootherwise respond to and mitigate any damages caused by the Data Breach. Creative Partner shall not notify any thirdparty of the Data Breach without Client's prior, written authorization. Creative Partner shall reimburse Client forall costs incurred in responding to and/or mitigating damages caused by a DataBreach, including, without limitation, costs of forensic investigation,regulatory fines, notification costs, credit monitoring, and/or reasonableattorneys' fees.

1. Agents and Subcontractors. Creative Partner may share Privacy Data with agents, subcontractors, or other third parties only withClient's prior written consent. Prior toengaging any third party that will process Privacy Data, Creative Partner shallconduct and document a thorough review of such third party's technical, administrative,and organizational safeguards to protect sensitive information. Any such thirdparty to which Creative Partner discloses Privacy Data shall be required byCreative Partner to enter into written contractual obligations that are no lessstringent than the obligations imposed upon Creative Partner by this Exhibit.Upon written request, Creative Partner shall provide to Client copies of suchwritten contractual obligations to evidence compliance with the foregoing. Creative Partner shall be fully and solelyresponsible for all acts or omissions of its agents, subcontractors, or otherthird parties in relation to this Exhibit.

1. No Export; United States Only. Creative Partner shall notcollect, solicit, request, or receive any Privacy Data from outside of theUnited States. Creative Partner will nottransmit, directly or indirectly, any Privacy Data to any country outside ofthe United States without the prior written consent of Client. Where Client provides its consent, such cross-border transfer must comply with any relevant requirements of any applicable law, rule, or regulation, including, without limitation, those related to the protection of personal information.

1. written program. Creative Partner represents and warrants thatit has a written program instructing its employees and Partners how to protectPrivacy Data. Creative Partner furtherrepresents and warrants that it shall use all necessary steps to protectPrivacy Data, including conducting on a regular basis assessments offoreseeable internal and external risks to the security, confidentiality andintegrity of electronic, paper and other records containing personalinformation, and as necessary improving the effectiveness of its safeguards tolimiting such risks, including employee training, ensuring ongoing employeecompliance with its written program, and the development of measures fordetecting and preventing security system failures. Creative Partner has identified a specificrepresentative to be in charge of its program, and shall ensure that thisindividual is available to Client to respond to any questions and to work withClient in the event of a Data Breach.

1. Audit and Inspection. Client reserves the right to conduct (or have conducted by a third-party auditor) on-site audits to ensure Creative Partner's (and its subcontractors') compliance with the PrivacyData obligations under this Exhibit, including, if applicable, compliance withapplicable privacy and data protection laws, rules, regulations, and orders. Creative Partner shall otherwise cooperate with Client in Client's efforts to monitor Creative Partner's compliance. On an annual basis, Creative Partner willprovide a current SSAE16 SOC Type I and/or Type II audit of its internal controls. Creative Partner will promptly, at its sole expense, remediate any material deficiencies identified in any such audit.

1. Injunctive Relief. Creative Partner acknowledges and agrees thata threatened or actual breach of this Exhibit will result in irreparable harm for which monetary damages may not provide a sufficient remedy, and that inaddition to all other remedies, Client shall be entitled to obtain specificperformance and injunctive relief, specifically to protect against thedisclosure or improper use of Privacy Data, as a remedy for any such breach ofthis Exhibit by Creative Partner without posting security and without prejudiceeto such other rights as may be available under this Exhibit or under applicablelaw. Further, Creative Partner's failure to comply with any of the provisions of this Exhibit shall be deemed a material breach of the Agreement, and Client may terminate the Agreement without liability to Creative Partner.

1. Representations and Warranties. Creative Partner represents and warrants that it will comply with all applicable laws, rules,regulations and industry guidelines, including, without limitation, MA 201C.M.R. §§ 17.00 et seq., the VirginiaConsumer Data Protection Act, and the California Consumer Privacy Act of 2018,in the fulfillment of its obligations and otherwise in its rendering ofservices to Client. Creative Partnerrepresents and warrants that it has created written guidelines to ensure itscompliance with its obligations under this Exhibit, and shall provide thosewritten guidelines to Client upon request.

1. Indemnification/Remedies. Creative Partner agrees to indemnify, defend and hold harmless, on demand, Client, including its parent, subsidiaries,affiliates and each of their respective officers, shareholders, directors andemployees ("Indemnified Parties"), from and against any claims, losses, liabilities, costs or expenses (including reasonable attorneys' fees) arising out of or in relation to Creative Partner's performance of its obligations (or the performance of a third party working on behalf of Creative Partner) relating to the Privacy Data provisions of this Exhibit or Creative Partner'sor any of its employees' (or the performance of a third party working on behalf of Creative Partner) failure to comply with this Exhibit. Creative Partner'sindemnification obligations under this Exhibit shall not be subject to anydisclaimer of damages, cap on liability, or other limitation of liability.Creative Partner agrees that, without limiting any of its other rights orremedies under the Agreement or at law, Client will have the right to terminatethe Agreement upon written notice to the Creative Partner in the event ofbreach by Creative Partner (or a third party working on behalf of CreativePartner) of any of its Privacy Data obligations under this Exhibit.

Processor/ServiceProvider/Contractor Addendum

Effectiveas of January 1, 2023, this Addendum amends the parties' existing agreement toaddress the new legal requirements under California's Consumer Privacy RightsAct (CPRA) and Virginia's Consumer Data Protection Act (VCPDA). Specifically, the parties intend to add to their existing agreement those contract terms which are legally required to be included in written contracts between controllers and processors (in the case of VCDPA) and business and service providers or contractors (in the case ofCPRA).

Theparties hereby agree as follows:

1. Definitions.
a. "Client" means theClient hiring creative partners in the platform.
b. "Partner" means thecompany providing Services to Client pursuant through the platform.
c. "Existing Agreement"means this term of use to which Partner agrees to provide the services toClient.
d. "Client Personal Data" means information about an individual that is defined as "Personal Data" or "Personal Information" by CCPA or VCDPA relating to the collection, use, storage, disclosure or other processing of information about an identifiableindividual that is Processed by Partner on behalf of Client.
e. "Process", "Processed" or "Processing" means any operation or set of operations performed,whether by manual or automated means, on personal data or on sets of ClientPersonal Data, such as the collection, use, storage, disclosure, analysis,deletion, or modification of Client Personal Data.
f. "Services" meansthe services outlined in the Existing Agreement.

1. Client Personal Data Subject to CCPA.
a. To the extent the California Consumer Privacy Act of 2018 (asamended by the California Privacy Rights Act of 2020), codified at Cal. Civ.Code § 1798.100 et seq., and the regulations issued thereunder, in each case,as amended ("CCPA"), applies toPartner's Processing of Client Personal Data, such Client Personal Data will bedisclosed by Client to Partner to perform the Services, and Partner will act asClient's "Service Provider" or "Contractor," as such terms are defined underCCPA, with respect to such data.
b. The parties agree that the specific "business purpose(s)", as"business purpose" is defined under CCPA, of Partner's Processing of ClientPersonal Data are in Section 4 below. Client is providing Client Personal Data to Partner only for the limited and specified purposes listed in Section 4 below.
c. Partner shall not: (a) "sell" or "share" Client Personal Data, as "sell" and "share" are defined under CCPA; (b) retain, use, or disclose Client Personal Data: (i) for any purpose other than those listed in Section 4below, unless permitted by CCPA, (ii) for a commercial or any other purposeother than for the specific purpose of providing, managing, or supporting theServices, or as otherwise permitted by the CCPA, or (iii) outside of the directbusiness relationship between Partner and Client, unless expressly permitted byCCPA; or (c) combine Client Personal Data that Partner receives from or onbehalf of Client with Personal Data that Partner receives from or on behalf ofanother person, or collects from its own interaction with an individual, unlesspermitted by CCPA.
d. Partner shall comply with all applicable sections of CCPA.
e. Partner hereby grants Client the right to take reasonable and appropriate steps to ensure that Partner is using Client Personal Data in a manner consistent with Client's obligations under CCPA.
f. Partner shall notify Client after its determination that itcan no longer meet its obligations under CCPA.
g. Partner hereby grants Client the right, upon notice, to take reasonable and appropriate steps to stop and remediate any of Partner's use ofClient Personal Data.
h. Partner shall enable Client to comply with consumer requestsmade pursuant to CCPA. Client shallnotify Partner of any consumer requests made pursuant to CCPA that Partner mustcomply with and provide the information necessary for Partner to comply withthe request.
i. If Partner subcontracts with another person in providing theservices to Client, then Partner shall notify Client of the engagement, andshall have a written contract with such subcontractor that complies with CCPA.
j. To the extent that Partner is deemed to be a "Contractor" (such term is defined under the CCPA), Partner certifies that it understands therestrictions on its Processing of Client Personal Data as set forth in thisSection 2 and will comply with them.

1. Client Personal Data Subject to VCDPA. To the extent the Virginia Consumer Data Protection Act, and the regulations issued thereunder, in each case, as amended("VCDPA"), applies to Partner'sProcessing of Client Personal Data, such Client Personal Data will be disclosedby Client to Partner to perform the Services, and Partner will act as Client's"Processor" as such terms are defined under VCDPA, with respect to such data.
a. The parties agree that the terms of this Agreement shall bebinding on the parties and shall govern Partner's data processing procedureswith respect to processing performed on behalf of Client.
b. The parties agree that the instructions and details for processingClient Personal Data are in Section 4 below, and the rights and obligations ofthe parties with respect to Client Personal Data are set forth in this Addendumand the Existing Agreement.
c. Partner shall: (a)ensure that each person processing Client Personal Data is subject to a duty ofconfidentiality with respect to Client Personal Data; (b) at Client's direction, delete or return all Client Personal Data to Client as requested atthe end of the provision of services, unless retention of Client Personal Datais required by law; (c) upon the reasonable request of Client, make availableto Client all information in its possession necessary to demonstrate Partner'scompliance with the obligations in VCDPA; (d) allow, and cooperate with,reasonable assessments by Client or Client's designated assessor; alternatively, Partner may arrange for a qualified and independent assessor toconduct an assessment of Partner's policies and technical and organizationalmeasures in support of the obligations under VCDPA using an appropriate andaccepted control standard or framework and assessment procedure for suchassessments. Partner shall provide a report of such assessment to Client uponrequest; and (e) engage any subcontractor pursuant to a written contract in accordance with applicable law that requires the subcontractor to meet the obligations ofthe processor with respect to Client Personal Data.

1. Instructions for Processing Client Personal Data. Subject to the terms and conditions of thisAddendum, Client hereby instructs Partner to Process Client Personal Data asset forth in this Section 4:
a. The nature and purpose of Processing (including the businesspurpose(s)): to provide the Services, provided that the use of Client PersonalData shall be reasonably necessary and proportionate to achieve the operationalpurpose for which Client Personal Data was collected or processed or foranother operational purpose that is compatible with the context in which ClientPersonal Data was collected
b. The type of data subject to Processing: Client's consumers
c. The duration of processing: for the term of the Existing Agreement, subject to its survival terms

Last Update: October 2021

This Privacy Policy has been compiled to provide users with information about how Boutique Pool ("BPool", "we", "us" and "our") treats their personally identifiable information when they visit our website and other services, and anywhere else this Privacy Policy is posted ("Site"). "Personally identifiable information" is information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, device or household. Please read our Privacy Policy carefully for information on how we collect, use, protect or otherwise handle your personally identifiable information. If you have any questions about how your personally identifiable information is being used, you can contact us via our contact details at the end of the Privacy Policy.

By visiting this Site, or by providing us with your personally identifiable information, you are accepting the practices described in this Privacy Policy and Terms of Use. Please exit this Site immediately if you do not accept this Privacy Policy and Terms of Use, or if you are accessing the Site from a country or other territory where use of the Site is not permitted.

The types of information we collect when you use the Site depend on the features you use on the Site. We will treat your personally identifiable information in accordance with this Privacy Policy and describe the information collected below:

We are a service provider to our clients and process personally identifiable information on behalf of our clients as requested. Outside of our role as a service provider, we do not transfer your personally identifiable information to third parties unless we provide you with prior notice. This does not include our own service providers, such as website hosting partners and other parties who help us operate our Site, conduct our business or provide services to you, provided that these parties agree to keep this information confidential.

We may share or transfer your personally identifiable information in the course of any direct or indirect reorganization process including, but not limited to, mergers, acquisitions, divestitures, bankruptcies and sales of all or a portion of our assets. Your personally identifiable information may be shared after the completion of such transaction and/or during the valuation process pending transfer. If transferred in such a case, your information will remain subject to this Privacy Policy or a policy that, at a minimum, protects your privacy to the same degree as this Privacy Policy.

We may also disclose your information when we believe disclosure is appropriate to comply with the law, enforce our Site policies or protect our rights, property or safety or those of others.