Boost CTR

BoostCTR Marketplace User Agreement, Terms & Conditions

This BoostCTR Marketplace User Agreement, (the "Agreement") is entered into by and between the company or individual specified during this online registration process ("User") and Boost Media Inc., a Delaware corporation with its principal place of business at 16020 SW 76 Ave, Miami, Fl 33157, U.S.A. ("BoostCTR") for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. Capitalized terms are defined throughout the Agreement and in Section 13

The policies, terms and conditions below limit BoostCTR's liability and obligations to you and allow BoostCTR to change, suspend or terminate your access to and use of the BoostCTR Marketplace. We urge you to carefully read the following terms and conditions, and all policies referenced below or elsewhere within the BoostCTR Marketplace. The policies and rules are incorporated into this Agreement by reference and provide additional terms and conditions governing your use of the BoostCTR Marketplace. The Policies include but are not limited to the following: the Billing and Payments Policy; Community Forums Policy; Community Forums Usage Policy; Dispute Resolution Policy; General User Obligations; Guidelines on Enforcement of Policies; BoostCTR Community Values; Job Openings and Applications Policy; Policy on Managing and Working on Challenges; Privacy Policy; and Ratings and Feedback Policy. To the extent that there are any conflicts between the terms or conditions in such Policies and this Agreement, the terms and conditions of this Agreement will govern

YOU UNDERSTAND THAT BY CHECKING THE BOX AND CLICKING THE "SUBMIT" BUTTON, BY USING THE BOOSTCTR MARKETPLACE (INCLUDING ANY CONTENT PROVIDED THEREIN) OR YOUR BOOSTCTR ACCOUNT, HAVING ANY FORM OF COMMUNICATION WITH A BUYER OR PROVIDER OR BY POSTING ANY CHALLENGES VIA THE BOOSTCTR MARKETPLACE, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT (INCLUDING THE INCORPORATED POLICIES). IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE BOOSTCTR MARKETPLACE. IF YOU AGREE TO THESE TERMS AND CONDITIONS ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT BUSINESS

1.   BOOSTCTR MARKETPLACE
1.1   Purpose of the BoostCTR Marketplace. The BoostCTR Marketplace is an online portal and website located at www.BoostCTR.com (the "Site") provided by BoostCTR where Users may locate Buyers of Copywriting services or Providers of Copywriting services and access and use the BoostCTR Tools (collectively, the "BoostCTR Marketplace"). In addition, payments for the Copywriting services contracted for through the BoostCTR Marketplace are made through the BoostCTR Marketplace. On the BoostCTR Marketplace, Buyers may post Challenges to invite submitted ads by Providers and Providers may post information about their capabilities and submitted ad on Challenges.

1.2   Eligibility. The BoostCTR Marketplace is available only to persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. Without limiting the foregoing, the BoostCTR Marketplace is not available to temporarily or indefinitely suspended Users. Users are not employees, agents or contractors of BoostCTR. You will not use or access the BoostCTR Marketplace if you are located or reside in a country (a) in which use or participation is prohibited by law, decree, regulation, treaty or administrative act or (b) that is prohibited from entering into trade relations with the United States or its citizens. Such countries include, without limitation, Cuba, Iran, North Korea, Sudan and Syria.

1.3   Role of Ad Copywriting and the Role of BoostCTR. If a Buyer accepts a Provider's submitted ad for a Challenge, a copywriting services contract is formed directly between such Buyer and Provider subject to the terms specified in Section 2 (Service Contract Terms Between Buyer and Provider) and/or any other terms and conditions that Buyer and Provider may agree upon through the BoostCTR Marketplace ("Service Contract"). Subject to and in accordance with the "Buy-Out"provision set forth in the Billing and Payments Policy, User agrees that, whether acting as a Buyer or Provider, User shall not agree on any terms outside the BoostCTR Marketplace and any attempt to agree on terms outside the BoostCTR Marketplace shall constitute a material breach of this Agreement and be null and void. BoostCTR is not a party to any Service Contract between Buyers and Providers and BoostCTR itself does not deliver any Challenges or Ad copywriting, nor does BoostCTR make any representations regarding the quality thereof, except as may be otherwise explicitly set forth by BoostCTR.

1.4   Acknowledgement of BoostCTR's Interest in Proper Performance of Service Contracts. Even to the extent BoostCTR is not a party to a Service Contract, User acknowledges and agrees that the reputation and goodwill of BoostCTR may be adversely affected if, as a Buyer or Provider, the User engages in violations of the Service Contract. User further acknowledges and agrees that BoostCTR is an intended third-party beneficiary of each Service Contract User enters into and BoostCTR has the right to take such legal actions against User as BoostCTR, in its sole discretion, deems necessary to protect the interests of BoostCTR.

1.5   Payment of BoostCTR Fee. User agrees that BoostCTR shall be paid a fee (the "BoostCTR Fee") for maintaining the BoostCTR Marketplace. The amount of such fee and the method of its payment are set forth in the Billing and Payments Policy.





2.   SERVICE CONTRACT TERMS BETWEEN BUYER AND PROVIDER.
User agrees that all Ad Copywriting between User and any Buyer or Provider regarding particular Challenges shall: (i) unless Buyer and Provider expressly agree otherwise through the BoostCTR Marketplace, contain substantially the same terms and conditions provided in Sections 2.1 through 2.8 below ("Terms"); (ii) name BoostCTR as an express third party beneficiary under the Service Contract; and (iii) make no representations or warranties on behalf of BoostCTR. Notwithstanding the foregoing, to the extent that Buyer and Provider agree to terms in their Service Contract different than the Standard Terms, nothing in such Service Contract will in any way limit or modify BoostCTR's rights
2.1   Copywriting services. Under Fixed Price Challenges, Provider shall submit an ad for consideration. Provider may not subcontract with third parties to perform Copywriting services on behalf of Provider

2.2   Fees. BoostCTR shall pay Provider the agreed-upon fees for winning ads (under Bill Rate Challenges). All amounts paid by Buyer shall be paid through the BoostCTR Marketplace as set forth in the Billing and Payments Policy.

2.3   Termination. Under Bill Rate Challenges, Buyer may terminate the Providers ad at any time for any or no reason.

2.4   Ad copywriting. Any copyrightable works prepared by Provider in connection with a Challenge for Buyer shall be "works for hire"; consequently, Buyer will be considered the author and owner of such works. Unless prohibited by applicable mandatory law, all Proprietary Rights in and to Ad copywriting shall vest in Buyer upon creation. If under mandatory law, Proprietary Rights do not vest in Buyer upon creation, Provider hereby assigns all Proprietary Rights to Ad copywriting to Buyer, effective upon creation. To the extent that under mandatory law, rights can only be assigned after creation, Provider hereby irrevocably agrees to assign, immediately following the creation, all Proprietary Rights to Ad copywriting to Buyer. To the extent that under mandatory law, Proprietary Rights cannot be assigned, Provider hereby irrevocably agrees to grant, and hereby grants, to Buyer an exclusive (excluding also Provider), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Ad copywriting in any manner now known or in the future discovered. To the extent such license grant is not fully valid, effective or enforceable under mandatory law, Provider hereby irrevocably agrees to grant, and hereby grants, to Buyer, such rights as Buyer reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership. In order to ensure that Buyer will be able to acquire, perfect and use such Proprietary Rights, Provider will transfer possession, ownership, and title to ad to Buyer. Provider also irrevocably authorizes Buyer to act and sign on Provider's behalf and take any necessary steps in order to perfect Buyer's rights under this Agreement. In case that under mandatory law, Provider retains any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights" (collectively "Moral Rights") or other inalienable rights to Ad copywriting or Confidential Information under this Agreement, Provider irrevocably agrees to waive, and hereby waives, all such rights, or, to the extent Provider cannot waive such rights, Provider agrees not to exercise such rights, until Provider has provided prior written notice to Buyer and then only in accordance with any reasonable instructions that Buyer issues in the interest of protecting its rights. Provider agrees to assist Buyer in every proper way to obtain and enforce the Proprietary Rights and other legal protections for the Ad copywriting in any and all countries

2.5   Pre-existing IP in Ad copywriting. User shall ensure that no Ad copywriting created or delivered by User as a Provider is includes any pre-existing Ad copywriting. User acknowledges that, without limiting any other remedies, User shall not be entitled to payment for, and shall refund any Provider Fees paid to User for, any Copywriting services performed on a Challenge if the Ad copywriting contains any Pre-existing IP that was not approved in accordance with this Section 2.5

2.6   General. Ad Copywriting shall be governed by Sections 5 (Confidential Information) 11 (General) and 12 (Definitions) of this Agreement, as applicable either directly or by way of analogy.

2.7   Entire Agreement. The terms and conditions set forth in this Section 2 and/or any additional or different terms expressly agreed by Buyer and Provider through the BoostCTR Marketplace shall constitute the entire agreement and understanding of Buyer and Provider with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.

2.8   No Contracts outside the BoostCTR Marketplace. User, whether as a Buyer or Provider, agrees to use the BoostCTR Marketplace to enter into all contracts with other Users and except pursuant to the "Buy Out" provision set forth in the Billing and Payments Policy, shall take no steps to use any other means to enter into any contract with any other User that was introduced through the BoostCTR Marketplace.





3.   ACKNOWLEDGMENTS BY USER OF BOOSTCTR'S ROLE.
3.1   Service Contracts. User expressly acknowledges, agrees and understands that: (i) the BoostCTR Marketplace is merely a venue where Users may act as Buyers or Providers; (ii) BoostCTR is not a party to any Ad Copywriting between Buyers and Providers; (iii) BoostCTR shall not have any liability or obligations under or related to Ad Copywriting or any acts or omissions by Users; (iv) BoostCTR has no control over Providers or over the Copywriting services promised or rendered by Providers; and, (v) BoostCTR makes no representations as to the reliability, capability, or qualifications of any Provider or the quality, security or legality of any Service, and BoostCTR disclaims any and all liability relating thereto.

3.2   BoostCTR Tools. BoostCTR and its licensors reserve all Proprietary Rights in and to the BoostCTR Tools. User may not use the BoostCTR Tools except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement and on the terms set out in the License Agreement. Without limiting the terms of Section 12.5, BoostCTR reserves the right to suspend or terminate User's access to the BoostCTR Marketplace and BoostCTR Tools at any time in its sole discretion, and to withdraw, expand and otherwise change the BoostCTR Marketplace and BoostCTR Tools (including the functionality of the BoostCTR Tools) at any time in BoostCTR's sole discretion. Without limiting any provisions contained in the License Agreement, User shall not be entitled to create any "links" to the BoostCTR Tools, or "frame" or "mirror" any content contained on, or accessible through, the BoostCTR Tools, on any other server or internet-based device.

3.3   BoostCTR's Compensation. BoostCTR is paid its fees for the maintenance of the BoostCTR Marketplace. All fees are non-refundable, whether or not Challenges were satisfactorily completed.





4.   FEES AND PAYMENTS.
4.1   Provider Fees. BoostCTR shall act as a payment processor for Provider Fees as set forth in the Billing and Payments Policy.

4.2   Formal Invoices and Taxes. BoostCTR shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Provider Fees. Instead, Provider shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Provider Fees and for issuing any invoices so required. Provider shall also be solely responsible for: (a) determining whether Provider or BoostCTR is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Provider Fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or BoostCTR, as appropriate; and (b) determining whether BoostCTR is required by applicable law to withhold any amount of the Provider Fees, notifying BoostCTR of any such requirement and indemnifying BoostCTR (either by permitting BoostCTR to offset the relevant amount against a future payment of Provider Fees or by refunding to BoostCTR the relevant amount, at BoostCTR's sole discretion) for any requirement to pay any withholding amount to the appropriate authorities. BoostCTR shall have the right, but not the obligation, to audit and monitor Provider's compliance with applicable tax laws as required by this Section 4.2

4.3   Invoices to Buyer. Buyer will be invoiced for Provider Fees in accordance with the Billing and Payments Policy. If Buyer believes a Bill Rate Challenge charge to be incorrect, Buyer shall notify BoostCTR within the time period set forth in the Billing and Payments Policy, in which case BoostCTR will investigate the Time Log to determine, in its sole discretion, whether an adjustment is appropriate. BoostCTR's determination shall be final. If Buyer does not notify BoostCTR within this time, the charge automatically becomes final.

4.4   Payment. Buyer hereby authorizes BoostCTR to run credit card authorizations on all credit cards provided by Buyer, to store credit card details as Buyer's method of payment for Copywriting services, and to charge Buyer's credit card (or any other form of payment authorized by BoostCTR or mutually agreed to between Buyer and BoostCTR) in accordance with the Billing and Payments Policy.

4.5   Dispute Resolution Policy. All disputes between a Provider and a Buyer regarding the chargeable nature of the number of hours recorded in the Time Logs shall be resolved pursuant to BoostCTR's Dispute Resolution Policy.

4.6   No Direct Payments. Except pursuant to the "Buy-Out" provisions set forth in the Billing and Payments Policy, Buyer shall (i) make all payments relating to, or in any way connected with, a Challenge (including, without limitation, bonuses) through the payment channels provided or specified by BoostCTR, and (ii) not make any such payments directly to a Provider or through any other payment channels. Buyer shall immediately notify BoostCTR if a Provider requests that Buyer make a payment directly to it or through any channels other than those provided or specified by BoostCTR. Provider shall not accept any payments relating to an Challenge (including, without limitation, bonuses) from a Buyer directly or through any payment channels other than those provided or specified by BoostCTR. Provider shall immediately notify BoostCTR if a Buyer or any of its agents attempts to make a payment to Provider directly or through any payment channels other than those provided or specified by BoostCTR.





5.   CONFIDENTIAL INFORMATION.
5.1   Confidentiality. To the extent a Buyer provides Confidential Information to a Provider or to BoostCTR, the Provider or BoostCTR (as the case may be) shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not: (i) disclose Confidential Information to anyone except, in the case of BoostCTR, to any Provider engaged by Buyer for the Challenge; and (ii) use the Confidential Information, except as necessary for the performance of Copywriting services for the relevant Challenge (including, without limitation, the storage or transmission of Confidential Information on or through BoostCTR Tools for use by Provider)

5.2   Return. If and when Confidential Information is no longer needed for the performance of Copywriting services for the relevant Challenge, or at the Buyer's written request (which may be made at any time at Buyer's sole discretion), Provider or BoostCTR (as the case may be) shall promptly destroy or return to Buyer all Confidential Information and any copies thereof contained in or on its premises or systems or otherwise under its control. Provider and BoostCTR agree to provide written certification to Buyer of compliance with this Section 5.2 within ten (10) days after the receipt of Buyer's written request to certify

5.3   Publications. Without limiting Section 5.1 (Confidentiality), neither Provider nor BoostCTR shall publish, or cause to be published, any Confidential Information or Ad copywriting





6.   WARRANTY DISCLAIMER.
BOOSTCTR MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE COPYWRITING SERVICES, BOOSTCTR TOOLS, BOOSTCTR MARKETPLACE OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BOOSTCTR DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 9.2 (TERMINATION) STATES USER'S SOLE AND EXCLUSIVE REMEDY AGAINST BOOSTCTR WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.


7.   LIMITATION OF LIABILITY.
IN NO EVENT WILL BOOSTCTR BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF BOOSTCTR TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) U.S. $2,500; AND (B) ANY BOOSTCTR FEES RETAINED BY BOOSTCTR WITH RESPECT TO CHALLENGES ON WHICH USER WAS INVOLVED AS BUYER OR PROVIDER DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.


8.   INDEMNIFICATION.
8.1   Proprietary Rights. Each User shall indemnify, defend and hold harmless (on a monthly basis, as costs are incurred) BoostCTR and its subsidiaries, affiliates, officers, agents, employees, representatives and co-branders or other partners (each an "Indemnified Party" for purposes of this Section 8) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any Ad copywriting, Copywriting services or action or omission by such User infringes Proprietary Rights or other rights of any third party

8.2   Indemnification by Buyer. Each Buyer shall indemnity, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Buyer's use of Copywriting services, including without limitation claims by or on behalf of any Provider for Worker's Compensation or unemployment benefits, or (ii) any Service Contract entered into between such Buyer and a Provider. 8.3 Indemnification by Provider. Each Provider shall indemnity, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Provider's provision of Copywriting services, or (ii) any Service Contract entered into between such Provider and a Buyer.





9.   TERM AND TERMINATION.
9.1   Term. The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with Section 9.2 below

9.2   Termination. Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to BoostCTR, provided that any such termination for convenience shall not affect the validity of any Ad Copywriting that have been concluded prior to termination and this Agreement shall continue to apply with respect to such Ad Copywriting

9.3   Consequences of Termination. Termination shall not relieve Buyer of the requirement to pay for ads purchased prior to the effective date of the termination, which fees shall be invoiced to Buyer following termination pursuant to Section 4.3 (Invoices to Buyer), and charged to Buyer's credit card or other form of payment pursuant to Section 4.4 (Payment). Subject to Section 4.5 (Dispute Resolution Policy), BoostCTR shall pay Provider, in accordance with the provisions of Section 4 (Fees and Payments), for all ads written prior to the effective date of the termination

9.4   Survival. Sections 3 through 13 of this Agreement shall survive any termination thereof.





10.   ENTIRE AGREEMENT; PREVIOUS AGREEMENTS AND ONGOING CHALLENGES.
10.1   Entire Agreement. This Agreement, including the incorporated Policies, sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them. In particular, this Agreement cancels and supersedes any BoostCTR Buyer Copywriting services Agreement, Freelancer Provider Copywriting services Agreement, and/or Affiliate Copywriting services Agreement that User might have previously entered into with BoostCTR ("Previous Agreements"). In case of any inconsistencies between the Policies and the other terms of this Agreement, the latter shall prevail.

10.2   Rights and Obligations under Previous Agreements. As of the Transition Date, User shall have no rights against BoostCTR under Previous Agreements except that User remains entitled to any fees for Copywriting services which User has become entitled to receive from BoostCTR under the terms of such Previous Agreements and which BoostCTR has not remitted as of the Transition Date. BoostCTR remains entitled to payment on invoices for Challenges commenced under Previous Agreements with User. User's continued use of the BoostCTR Marketplace as a Buyer or Provider on or after the Transition Date shall be solely governed by the terms of this Agreement

10.3   Ongoing Challenges. Failure by any Buyer to terminate any Challenge commenced under a Previous Agreement prior to the Transition Date ("Ongoing Challenge") constitutes an offer to the Provider under such Ongoing Challenge to continue the Ongoing Challenge under a Service Contract with the terms and conditions set forth in Section 2 (Service Contract Terms Between Buyer and Provider) or any other terms expressly agreed to by the Buyer and the Provider through the BoostCTR Marketplace ("Offer to Continue"). A Provider's continuation of work on any Ongoing Challenge on or after the Transition Date constitutes the Provider's acceptance of the Buyer's Offer to Continue such Ongoing Challenge

10.4   No Violation of Non-Solicitation Provisions. Under no circumstances shall participation in and interaction with other Users exclusively through the BoostCTR Marketplace be viewed as a prohibited solicitation under the terms of any Previous Agreement. Without limiting the generality of Section 10.1, any non-solicitation and/or no-hire clauses under Previous Agreements are cancelled.





11.   GENERAL
11.1   No Employment. User acknowledges and agrees that this Agreement does not constitute an employment agreement or create or acknowledge an employment relationship (neither with BoostCTR nor with any other User). The parties shall be independent contractors at all times and not partners, joint venturers or otherwise participants in a joint undertaking

11.2   Limited Privacy. User acknowledges and understands that any Ad copywriting, and any other information (including the terms of this Agreement) that User provides or makes available on the BoostCTR Marketplace as a Provider may be made available to Buyers and others in accordance with BoostCTR's Privacy Policy. User has no expectation of privacy related to Copywriting services or any other activities performed as a Provider in connection with this Agreement.

11.3   Compliance. User shall not violate any laws or third party rights on or related to the BoostCTR Marketplace. Without limiting the generality of the foregoing, User agrees to comply with all applicable import and export control laws and third parties' Proprietary Rights.

11.4   Notices; Consent to Electronic Notice. You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the BoostCTR Marketplace. Notices hereunder shall be invalid unless made in writing and given (a) by BoostCTR via email (in each case to the address that you provide), (b) a posting on the BoostCTR Site or (c) by you via email to support@BoostCTR.com or to such other addresses as BoostCTR may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted

11.5   Modifications. (a) BoostCTR reserves the right in its sole discretion to amend this Agreement without advance notice. Modifications to this Agreement or any Policies will be posted on the Site or made in compliance with any notice requirements set forth in this Agreement. Subject to Section 9, if any modification is not acceptable to you, your only recourse is to cease using the BoostCTR Marketplace. By continuing to use the BoostCTR Marketplace after BoostCTR has posted any modifications on the Site or provided any required notices, you accept and agree to be bound by the modifications. (b) Except only as permitted by Section 11.5(a), no modification or amendment to this Agreement shall be binding upon either party unless in a written instrument signed by a duly authorized representative of each party (and, for the purposes of this Section 11.5(b), a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles)

11.6   Dates and Timelines. All references to days shall be to business days (Monday to Friday, GMT, excluding bank holidays), except as expressly noted otherwise

11.7   No Waiver. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative

11.8   Assignability. User may not assign this Agreement, or any of its rights or obligations hereunder, without BoostCTR's prior written consent in the form of a written instrument signed by a duly authorized representative of each party (and, for the purposes of this Section 11.8, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). BoostCTR may freely assign this Agreement without consent of User. For the purposes of this Agreement a Challenge will be deemed a "Change of Control." Any attempted Challenge or transfer in violation of this Section will be null and void. A "Change of Control" means (a) the direct or indirect acquisition of either (i) the majority of voting stock of such party or (ii) all or substantially all of the assets of such party, by another entity in a single transaction or a series of transactions; or (b) the merger of such party with another entity. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties

11.9   No 3rd Party Beneficiary Rights. Except as specified in Sections 1 (The BoostCTR Marketplace) and 2 (Service Contract Terms Between Buyer and Provider), this Agreement shall: (a) create rights and obligations only between BoostCTR and each individual User that accepts this Agreement; and (b) not create any rights for any other parties. For the avoidance of doubt, without any limitation, no user shall be entitled to enforce the terms of this Agreement as they apply between BoostCTR and another user

11.10   Severability. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction

11.11   Choice of Law. This Agreement and any dispute arising out of or relating to this Agreement ("Dispute") shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG)

11.12   Arbitration. All Disputes shall be finally resolved by binding arbitration before three (3) arbitrators, selected and proceeding pursuant to the International Arbitration Rules of the International Centre for Dispute Resolution (ICDR), in the English language, in Miami, Florida, or any other location on which all three arbitrators unanimously agree. The arbitrators shall, at either party's request, give a written opinion stating the factual basis and legal reasoning for the decision in the English language. The arbitrators so appointed shall have the authority to determine issues of arbitrability. The arbitrators shall have the authority to award compensatory damages only and shall not award punitive or exemplary damages. The parties, their representatives, other participants and arbitrators shall hold the existence, subject matter and result of arbitration in confidence. Notwithstanding the foregoing, either party may, at its sole discretion, seek injunctive relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief). The prevailing party in any legal proceeding brought by one party against the other party in a Dispute shall be entitled to recover its legal expenses, including, but not limited to, the costs of any court or arbitration proceeding and reasonable attorneys' fees

11.13   Prevailing Language. The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.





12.   DEFINITIONS.
12.1   "Challenge" means a particular ad group for which a Buyer has requested Copywriting services to be performed by a Provider

12.2   "Bill Rate" for a Challenge means, in respect of a Provider, the fixed fee specified for that Provider in the BoostCTR Marketplace

12.3   "Bill Rate Challenge" means a Challenge for which Buyer is charged based on the Bill Rate

12.4   "Buyer" means any company or individual, including User, utilizing the BoostCTR Marketplace to request Copywriting services to be performed by a Provider

12.5   "Confidential Information" means Ad copywriting, and any other information provided to, or created by, a Provider for a Challenge, regardless of whether in tangible, electronic, verbal, graphic, visual or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Provider or Buyer; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by Provider prior to receiving it from Buyer and was not received from a third party in breach of that third party's obligations of confidentiality; or (d) was independently developed by Provider without use of Confidential Information

12.6   "Ad Copywriting" means text, instructions, IP and any other information or materials that a Provider receives from a Buyer for a particular Challenge

12.7   "Effective Date" means the date of acceptance of this Agreement

12.8   "Fixed Price" means a fixed fee agreed between a BoostCTR and a Provider, prior to the commencement of a Challenge, for the completion of all Copywriting services requested by Buyer for such Challenge.

12.9   "Fixed Price Challenge" means a Challenge for which Buyer is charged a Fixed Price for a winning ad

12.10   "License Agreement" means the license agreement between User and BoostCTR relating to use of the BoostCTR Tools software

12.11   "BoostCTR Team" means the online platform accessed using the BoostCTR Tools software and through which a Buyer communicates with a Provider in relation to a Challenge once such Challenge has commenced

12.12   "BoostCTR Tools" means any software, information and other items provided by BoostCTR, including, without limitation, BoostCTR Team, BoostCTR share, Mailing List, SVN Source Code Repository and Bugzilla bug-tracking, subject to change and update by BoostCTR from time to time at BoostCTR's sole discretion

12.13   "Payment Period" shall mean the four (4) or five (5) week period beginning on the Monday following the prior Payment Period and ending on the Sunday nearest to the last day of the relevant month

12.14   "Proprietary Rights" means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to IP, recognized in any jurisdiction, whether or not perfected.

12.15   "Provider" means any company or individual, including User, utilizing the BoostCTR Marketplace to offer Copywriting services for Buyers and/or to enter into Service Contracts

12.16   "Copywriting services" means the creation of text for the Buyer

12.17   "Transition Date" means the Monday following the end of the last Payment Period under any Previous Agreement between User and BoostCTR or, if there is no such Previous Agreement, the Effective Date

12.18   "Ad copywriting" means any tangible results or deliverables that Provider agrees to create for, or actually delivers to, Buyer as a result of performing the Copywriting services on a particular Challenge