Terms of Use

2.1 How the Service Works

Breef connects Clients and their work "Projects" with Agency Talent. A Project is either (i) a brief posted to the Service, or (ii) any work undertaken between a Client and Agency Talent following an "introduction" (defined herein). The Service requires approval to register and participate from our project managers. Projects are not automatically approved. Agency Talent must also apply to participate in the Service and cannot participate until approved by our project managers. When approved, Agency Talent will be eligible to be invited to provide "Proposals" to undertake work on Projects for Clients. There is no obligation upon a Client to accept a Proposal or to work with Agency Talent.

2.2 What Breef Does

1. We operate the online and offline features of the Service. We are the administrator of the Service. We facilitate introductions between Clients and Agency Talent. Participation in the Service as User is at Breef’s sole discretion.
2. We facilitate the payment process for your Project. All payments must be processed through Breef.

2.3 What Breef Does Not Do

1. We do not make any representation (either express or implied) as to the suitability, reliability, capability, or qualifications of Agency Talent for a particular Project. We do not endorse or make specific recommendations about Agency Talent or Clients. We merely facilitate the availability of information about these Users.
2. We do not negotiate contracts, statements of work, service agreements or other final project details and specifications. This is a matter for Users to negotiate amongst themselves.
3. We do not participate in the execution of work on your Project. We are not a party to nor do we have any liability with respect to any agreement between a Client and Agency Talent. We do not provide services to supervise or manage your Project through Breef. We have no control over Clients or Agency Talent, nor the work promised or rendered through any relationship between Users.
4. Breef is not an agent for Clients or Agency Talent.

2.4 You Acknowledge and Agree

1. Breef reserves the right to select Agency Talent to submit Proposals, and also to forward any Proposals to you.
2. We are not responsible for who you select and contract with to undertake work on your Project, or which Clients and Projects you submit Proposals to.
3. Any agreement between you and another User or party which seeks to alter or modify these Terms must be agreed to in writing by Breef.
4. The Service is a place where Clients and Agency Talent can connect and also facilitate payment for Projects.
5. Breef is not a party to any contract you may enter into with another User and Breef shall not have any liability or obligations whatsoever under such contracts.

2.5 Our Requirements of Agency Talent

Among other items in these Terms, and the Required Terms (defined herein) we require that Agency Talent Users, and if you are an Agency Talent User, you agree to only:

1. Undertake Projects that do neither present a conflict of interest nor breach any duty that you have to existing clients, service providers or other parties;
2. Undertake Projects that require skills in which you are proficient, experienced with and have the requisite knowledge to complete to the standard agreed between you and the Client.

3.1 User Eligibility

In order to be eligible to use the Service, you:

1. Must be capable of forming legally binding contracts in the jurisdiction in which you are using the Service;
2. Shall provide us with accurate information to create an account, including your name and contact information, as well as company information;
3. Represent and warrant that your company is not doing a business in a country where use of the Service is prohibited by law in your jurisdiction;
4. Represent and warrant that your company is not a citizen of, or doing business in, a country or region subject to US or other sovereign country sanctions or embargoes;
5. Must not be associated or doing business with any person or entity identified by law, including US Government lists such as the US Department of Commerce’s Denied Person’s or Entry List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List, or otherwise ineligible to receive items subject to US export control laws and regulations, or other economic sanction rules of any sovereign nation;
6. Confirm that you are not prohibited to participate in the Service by any contract (such as employment, confidentiality, service, or non-disclosure agreements) or any similar obligations.

Despite the foregoing, participation in the Service shall at all times be at the sole discretion of Breef. If you or your company’s User account was previously deactivated by Breef, you are no longer permitted to, and must not use the Service without the written authorization of Breef.

3.2 User Verification

Breef reserves the right to validate your identity, eligibility and account information at any time. Failure to provide Breef with evidence to verify your account within a timeframe requested by Breef may result in the suspension or cancellation of your account.

3.3 Company Information

By registering with the Service, you consent to us displaying your company’s details in the Service. You also consent to us displaying your company’s name, logo and other relevant information within the Service. The fact that your company is using the Service is not confidential information and you consent to it being disclosed to other Users, and in promotional materials advertising Breef and the Service, including the use of your company name and logo for these purposes. Breef shall not require additional consent to use your company name and logo for the purposes outlined above.

3.4 Independent Contractor Status

The relationship between Breef and User is that of independent contractor. Nothing in these terms shall be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer or agency relationship. You agree and acknowledge that:

1. You have no authority to act on behalf of Breef;
2. We do not have a special relationship with you nor owe you a fiduciary duty;
3. Neither Breef nor you shall have the right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, each other;
4. Breef is not an agent for Clients or Agency Talent.

As an independent contractor, you acknowledge that neither you, employees, agents or anyone else at your company shall be entitled to participate in or receive any compensation or benefits from Breef whatsoever, including, without limitation, worker’s compensation insurance, health insurance or benefits, holiday pay, sick pay, bonuses, salary or any other similar compensation or benefits. Companies registered through the Service, as well as any Users, are responsible for the compensation arrangements for those who provide services to any User either by you, or on your behalf.

Additionally, you are responsible for reporting to all applicable government agencies, all amounts paid to employees and agents of your company, including, without limitation, payroll tax, unemployment insurance, Federal insurance Contributions Act and Federal Unemployment Tax Act. You are also responsible for compliance with all applicable laws relating to employment, agency, contracting etc., including those relating to workers’ compensation insurance, reporting of independent contractors, issuance of tax forms (including W-2 and 1099), the immigration Reform Control Act, and equal opportunity laws.

3.5 Required Terms – Project Exhibit

As a part of the Service, Breef manages all payments for Projects. In order to facilitate payments, and maintain the standard of the Service, Breef provides what we call a “Project Exhibit” which contains “Required Terms” that all Users must include in any contract for a Project.

Those terms do not constitute legal advice. Breef recommends that Users obtain independent legal advice in drafting and negotiating your Project contracts.

You agree to:

1. Co-operate with Breef in completing the Project Exhibit (which requires that you also provide us with payment terms and other key Project information); and
2. Provide us with a copy of the completed Project Exhibit, and any agreements and statements of work relevant to your Project so that we can verify your compliance with these Terms.

5.1 Using the Service

Breef is free to join and access.

Breef’s “Fees” are charged on either a (i) Project basis or (ii) a “Placement” – when you hire someone to work for your company after they were introduced to you or your company through the Service.

As a part of the Service, you and your company agree to pay the Fees in accordance with the Terms, and agree that they are fair and reasonable. All fees are non-cancelable and non-refundable.

Under these Terms,“Work Fees” refer to the total fees payable by a Client to Agency Talent for a Project, inclusive of bonuses or other incentive payments (i.e. the total amount).

“Initial Deposit” payments refer to the initial payment made by a Client prior to the commencement of a project, which shall total at least thirty percent (30%) of the Work Fees

For the purpose of these Terms, being “introduced” or an “introduction” shall include any circumstance under which a User becomes aware of another User through interaction with the Service.

1. A Client posts a brief to which Agency Talent identifies the client (irrespective of whether the Agency Talent submits a proposal);
2. A Client posts a brief and becomes aware of Agency Talent (irrespective of whether the Agency Talent submits a proposal);
3. A Client and or Agency Talent communicate outside of the Service; or
4. Any other circumstance that Breef reasonably expects shall be subject to Breef Fees within the spirit of the Terms of Use.

5.2 Types of Fees Payable to Breef

Fees payable to Breef “Breef Fees” are as follows:

1. Project Fees – where Clients and Agency Talent pay a fee to Breef on a Project basis, which is a proportion of the Work Fees; and
2. Placement Fees – where Breef is paid a fee, by the hiring party, for hiring a Breef User, or person introduced through the Service, to work for a company, each being a “Breef Fee” depending on whether a Project or Placement is being undertaken.

5.3 How Project Fees are Calculated

Prior to the commencement of work on a Project, Client and Agency Talent must notify Breef of the key terms relating to the Project (including dates, milestones, fees payable to Agency Talent etc), and also provide Breef with any relevant and/or signed documentation (service agreements, contracts, statements of work etc). Client and Agency Talent shall negotiate and agree Work Fees.

The following Fees are payable to Breef per Project, comprising the “Project Fees”:

1. Agency Talent Fee;
2. 15% of the Work Fees shall be paid to Breef. This “Agency Talent Fee” shall be deducted from the initial deposit payment paid by a Client to Breef. The Agency Talent Fee is payable to Breef over the first twelve (12) months from the first project commencing between the Client and Agency Talent introduced through the Service. In the event that Work Fees are (a) payable on a monthly retainer, or (b) increase, the Agency Talent Fee shall be payable over the course of all work undertaken between the Client and Agency Talent;
3. Client Fee;
4. A Fee is payable by the Client to Breef of 5% on top of the Work Fees “Client Fee”;
5. Breef Fees for a Project shall be payable irrespective of whether a Project is completed to the Client’s satisfaction;
6. You acknowledge, understand and agree that these Terms contain provisions which require that Breef Fees be paid for a period of time for all work undertaken by Agency Talent for Clients introduced through the Service, irrespective of whether those parties remain Users.

5.4 How Placement Fees are Calculated

Breef shall be paid a Placement Fee equal to twenty percent (20%) of the first year’s salary (bonus and incentives inclusive) for each individual hire made by a company to whom an introduction was made through the Service.

5.5 Payment of Work Fees and Breef Fees

For Projects, Users are required to process all Project payments (i.e. the payments from a Client to Agency Talent, the total of which comprise Work Fees) through the Service. Our project managers will assist in coordination of the payment process once Clients and Agency Talent have agreed terms for a Project. Breef will disburse Work Fees in accordance with the instructions of Clients (and, where applicable, Agency Talent). By using the Service, you authorize Breef to manage process Breef Fees by deducting amounts from Work Fee payments for your Project. You also authorize Breef to process payments for any work undertaken with parties to whom you were introduced through the Service. In cases of fraud, abuse or violation of these Terms, Breef reserves the right to setoff against any amounts due to you through the Service any damages or costs the Company incurs as a result of such fraud, abuse or violation.

In the case of a Placement, you will pay the hired worker(s) through your company, and any Placement Fees will be invoiced to your company by Breef and payable within fourteen (14) days of receipt of such invoice.

Please note the non-circumvention and disintermediation provisions in these Terms. Any violation of these Terms where you encourage or solicit any payments between Users outside of the Service is a breach of these Terms and will result in additional Fees being charged and liquidated damages being payable by the parties in breach.

Failure to pay Agency Talent through the Service in accordance with an agreed payment schedule may result in the offending User(s) being removed from the Service and additional enforcement proceedings.

We do not hold funds on a Client’s behalf for more than thirty (30) days. Any payments made to Breef which are not applied to a Project or released to a Client within ninety (90) days of being paid to Breef shall be considered abandoned “Abandoned Funds”. Abandoned funds shall become the property of Breef ninety (90) days after being paid to Breef, with no refunds permitted or other application to existing or future Projects or other Client spend through Breef under any circumstances. For the avoidance of doubt, Abandoned Funds are the property of Breef and cannot be used for future credit through Breef or any other purpose.

5.6 Taxes

Breef is a third party processor. Pursuant to Section 6050W of the Internal Revenue Code, we will provide a 1099-K form to the Internal Revenue Service for any Agency Talent based in the United States who is paid over $20,000 through the Service and participates in over 200 Projects in a calendar year.

Other than as stated above, Breef has no responsibility for determining whether Users are required to submit tax forms. Breef will not (except as stated above) issue tax forms, and is not responsible for determining, remitting or withholding any taxes applicable to Work Fees and other Fees under the Service. You will be solely responsible for determining, remitting, or withholding any taxes applicable to Work Fees and other Fees under the Service, and you will be solely responsible for determining whether you are required by applicable law to file any tax forms or remit to the appropriate authorities any taxes or similar charges applicable. You are also responsible for the filing of any such tax forms and remitting any such taxes or charges to the appropriate authorities.

6.1 Obligation to Use the Service

To ensure that the Service functions as intended, when Users are introduced to each other through the Service, they agree that they must follow our Project and payment procedures and terms.

From the moment you register as a User and for twelve (12) months after you terminate these Terms, or your account is suspended or deactivated, you agree not to:

1. Enter into agreement to become an employee of another User or other party to whom you were introduced through the Service;
2. Enter into an agreement to provide services for another User, User company, any affiliates (whether individually or through engagement of a third party or other entity), or other party, where you and the other User(s) or other party have been introduced through the Service; or
3. Approach, solicit, induce, entice, offer to perform services, receive services, consult with or for, or otherwise be engaged for reward (directly or indirectly) with any User introduced through the Service, in any other way than through the Service, without complying with the Project payment processes and procedures, payment of Breef Fees, and other applicable clauses of these Terms.

6.2 Disintermediation

You agree to use the Service as your exclusive method to engage with other Users and parties to whom you were introduced through the Service, unless Breef agrees in writing.

You agree not to provide or receive services with or from other Users (or other parties to whom you were introduced through the Service) without processing all payments for work with those Users/parties and without engaging each other through the Service. We call this “disintermediation”. Not only can it result in you and your company being permanently banned from Breef, it means you are not protected by the Service’s features and will be liable to Breef for Fees, liquidated damages, and other enforcement action.

These obligations apply regardless of whether or not you and the other User(s) or parties had worked together previously or had any prior relationship.

Any action encouraging or soliciting payments outside of the Service is a violation of these Terms. You must notify us immediately if you are approached to perform or receive services outside of the Service. You also agree to accurately report all amounts paid between you and other parties introduced to you through the Service (whether Users or otherwise). Even if you have already engaged, contracted or retained a User or other such party outside of the Service, you must notify us in writing that this has occurred. You must also notify us if another User or party to whom you were introduced through the Service proposes making payments outside of the Service. Your failure to notify us may result in us enforcing our rights under these Terms, and you and your company being permanently banned from Breef.

6.3 Audit Rights

You acknowledge that an important part of maintaining the integrity of the Service is ensuring that Breef can enforce its rights in relation to exclusivity and non-circumvention of the Service.

You agree to:

1. Create and maintain records to document satisfaction of your obligations under these Terms, as well as any contract for services that you enter; and
2. Provide copies of such records to Breef upon request.

Furthermore, you agree (whether or not registered with the Service) to maintain such records for a period of three (3) years following termination of the Terms, or suspension or deactivation of your account.

Breef, and any third party engaged by Breef (inclusive of its advisors and agents) shall have the right to routinely, up to a maximum of three (3) occasions annually, audit a User’s operations and financial records to the extent required to confirm compliance with the Terms. Such audit rights extend to both Clients and Agency Talent, whether or not they continue to maintain a Breef account. Audit rights shall last for a period of three (3) years following the termination of the Terms, or suspension or deactivation of your Breef account.

Nothing in this clause should be construed as providing Breef with the right or obligation to supervise or monitor the activities of services performed by Users, or former “Users” of the Service, as the case may be.

6.4 Additional Fees

You agree that if Breef discovers under an audit in accordance with clause 6.3 or other means, that you have breached the Fee payment obligations of these Terms, and that we are owed Fees by you under these Terms, we shall invoice you, and you agree to pay, as liquidated damages in respect of such breach:

1. Fees equal to twice (2x) the Breef Fees payable that you would otherwise have been required to pay if you had complied with your Fee payment obligations through the Service; and
2. All of our reasonable expenses (legal, accounting, advisor and otherwise) in recovering any amounts owed to Breef under this clause, (constituting a “Fee Event”).

In addition, you agree that Breef shall be entitled to interest of ten percent (10%) per annum for all Fees owing under a Fee Event, or the maximum interest allowed under the applicable state law, calculated from the earlier of (i) the date any qualifying service commenced and (ii) the date of termination of the Terms or suspension or deactivation of your Breef account (if applicable).

You acknowledge and agree that amounts payable under a Fee Event are not a penalty, but rather a reasonable measure of damages payable to Breef. You agree that the foregoing is in addition to all other remedies Breef may have against you for any such breach, including remedies under law and equity.

Any parties subject to a Fee Event shall be permanently banned from the Service, unless otherwise agreed in writing by Breef. A Fee Event shall apply to all parties the subject of a transaction constituting a Fee Event, irrespective of whether they are, at that time, a User of the Service.

6.5 Summary

For the avoidance of doubt, in relation to this clause 6:

1. You accept and acknowledge that your obligations under these Terms, including this clause (around introductions, non-solicitation and audit rights) are reasonable in every respect;
2. You will continue to use Breef to process payments for Projects and other work undertaken by parties introduced to you through the Service;
3. It is immaterial whether you continue to be a registered User of the Service and subsequently engage a User (Client or Agency Talent) or former “User” outside of these Terms. The intention of these Terms are that you are required to continue to use Breef for twelve (12) months following termination of your account where you seek to engage or contract with parties or Users or other parties introduced to you through the Service;
4. Breef does not need to suffer or prove any demonstrated loss before enforcing its rights under the Terms;
5. After the aforementioned twelve (12) month period has ended, you are free to deal directly with parties or Users that you have been introduced to outside of the Service and independently from these Terms.

8.1 User Content

The Service allows Users to post content such as profile information, comments, questions, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Service “User Content”). The User Content you create remains yours; however, by sharing User Content through the Service, you agree to allow others to view, edit, and/or share your User Content in accordance with your settings and this Agreement. Breef has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.

You agree not to post User Content that: (a) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (b) may create a risk of any other loss or damage to any person or property; (c) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (d) may constitute or contribute to a crime or tort; (e) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (f) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (g) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (h) contains any information or content that you know is not correct and current.

You also must not:

1. Undertake any conduct which interferes with or disrupts the operation of the Service, or the businesses of Clients and Agency Talent;
2. Use the information or details of other Users in a manner not expressly authorized by those Users, or the Service;
3. Copy, collect, save information about other Users except for the purpose of completing a specific Project;
4. Sell, redistribute, or use information you access through the Service for a commercial purpose without the prior written consent of Breef;
5. Market goods or services directly to other Users in a manner not contemplated by these Terms;
6. Introduce any malicious code or other program (including viruses, Trojan horses or worms) which may damage the Service, or the computers or services of another User or third party;
7. Stalk, harass or otherwise intimidate anyone;
8. Breach the trademark, copyright, patent or intellectual property rights of any party;
9. Make any misleading or deceptive statement, act, or omission through the Service or otherwise;
10. Impersonate anyone or create a fictitious person or pseudonym/alternate identity;
11. Attempt to disassemble, decompile, decipher or otherwise reverse engineer the Service (including any software or code comprising the Service);
12. Link any external website through your User Content or any Project or Proposal, or any other feature of the Service, unless we have otherwise given you our prior written consent;
13. Undertake any activity which is considered, or is similar to, spam, unsolicited mass email; and
14. Distribute or publish any content, information or part of the Service on any publicly accessible electronic network, including any online (worldwide web/internet) site, social media site, or any broadcast or publicly available forum.

You agree that any User Content that you post does not and will not violate third party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. Breef reserves the right, but is not obligated, to reject and/or remove any User Content that Breef believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.

Breef does not, nor are we under any obligation or duty to you or anyone else, to review, consider, monitor, evaluate, censor or remove any User Content. Breef does not have (and expressly disclaims) any liability in connection with the User Content.

For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

8.2 Representations and Warranties in Relation to User Content

In connection with your User Content, you affirm, represent and warrant the following:

1. You have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use;
2. Your User Content and Breef’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights;
3. Breef may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise;
4. To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate. Breef takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Breef shall not be liable for any damages you allege to incur as a result of User Content;
5. Your User Content is not misleading, deceptive or materially inaccurate in any way. Information that you provide in relation to the services being sought, as well as Project and Proposal details, i accurate and will assist other Users in participating in the Service.

Breef reserves the right to keep User Content posted on the Service indefinitely unless otherwise removed by a User. You acknowledge and agree that Breef may preserve and/or disclose your User Content if required to do so by law, or if it believes in good faith that such preservation or disclosure is reasonably necessary to ensure compliance with and/or enforcement of these Terms, or to comply with any applicable law or government request.

Breef is not responsible for any advice, opinions, statements or representations made by Clients (in relation to Projects) or Agency Talent in relation to their skill, quality of work or ability to complete a Project. Breef shall have no liability in relation to your communications and other interactions with any User. We do not endorse any User Content nor any communications or other interactions with or information provided by any other User.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR USER CONTENT. BREEF SHALL NOT HAVE, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO YOU IN RELATION TO ANY USER CONTENT OR OTHER MATERIAL ACCESSED THROUGH THE SERVICE. BREEF CAN NOT GUARANTEE, AND MAKES NO REPRESENTATIONS IN RELATION TO, THE COMPLETENESS OR ACCURACY OF ANY USER CONTENT OR OTHER MATERIALS ACCESSED THROUGH THE SERVICE.

IN RELATION TO YOUR USER CONTENT, YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR USER CONTENT, AND AGREE TO INDEMNIFY BREEF, AND KEEP US INDEMNIFIED, FOR AND AGAINST ALL CLAIMS, COSTS, DAMAGE LOSS OR LIABILITY THAT MAY ARISE IN CONNECTION WITH YOUR USER CONTENT. BREEF WILL NOT BE LIABLE FOR THE DELETION, LOSS, OR MODIFICATION (WHETHER AUTHORIZED OR NOT) OF YOUR USER CONTENT. YOU ARE NOT PERMITTED TO USE ANY USER CONTENT OR CONTENT OTHERWISE ACCESSED THROUGH THE SERVICE FOR ANY PURPOSE OTHER THAN THE INTENDED USE OF THE SERVICE.

8.3 User Content License Grant

By posting any User Content on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Breef a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Breef’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under these Terms.

8.4 Our Proprietary Rights

Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Breef Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Breef and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Breef Content. Use of the Breef Content for any purpose not expressly permitted by these Terms is strictly prohibited.

The Breef Content may not be used to disparage Breef, any Users, any applicable third party or the Service, nor shall they be used in any manner that may damage any goodwill of the Breef Content. Use of any Breef Content as part of a link to or from any site is prohibited unless establishment of such link is approved in advance by Breef in writing.

You are not permitted to use or display any of the marks featured in the Service, whether trademarked or not, without first obtaining the express written consent of the owner of the marks. Breef is the owner of the ‘Breef’ logo, marks and brand.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Breef under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Breef does not waive any rights to use similar or related ideas previously known to Breef, or developed by its employees, or obtained from sources other than you.

12.1 Client and Agency Talent Confidential Information

Information shared between the Users relating to:

1. The identity of a Client or Agency Talent;
2. The business or Project of a Client;
3. The business of Agency Talent;
4. Work produced for a Client by Agency Talent;
5. Nonpublic or proprietary information; or
6. Information which, in the ordinary course of business, would be considered as, or is marked “confidential”.

Shall be classified as “Confidential Information” and must remain confidential at all times unless otherwise provided for in these Terms or agreed between Users.

12.2 Breef Confidential Information

All information which you receive access to through the Service relating to the Breef Service, our business, personnel, activities, other Users, and any information marked as “confidential” or which in the ordinary course of your relationship with Breef would be considered confidential, shall be classified the “Confidential Information” of Breef and must remain confidential at all times unless otherwise provided for in these Terms.

12.3 The Form of Confidential Information

The form that Confidential Information shall take includes (but is not limited to): documents, conversations, communications, online content and information created, received, produced or obtained through the Service or Client-Agency Talent relationship, including through any employees, contractors, agents and representatives of either party.

12.4 How to Treat Confidential Information

Information that you receive through the Service classified as Confidential Information shall be treated confidentially by all Users. You agree not to disclose or to attempt to personally benefit from nonpublic or proprietary information of any User. The use of any such Confidential Information shall be restricted in accordance with these Terms until it has become publicly available through no action of your own.

To the extent a User provides Confidential Information to another User, the recipient shall protect 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.

Any use of Confidential Information relating to a User or a Project is a matter for Clients and Agency Talent to agree. We recommend the use of non-disclosure agreements to protect Confidential Information while communicating with Users through the Service and negotiating terms.

As a User of the Service, you agree that in relation to Confidential Information, you shall abide by your obligations to:

1. Treat information confidentially;
2. Not disclose Confidential Information or use it for your own benefit;
3. Restrict its use to purposes permitted by the discloser until it becomes publicly available;
4. Use commercially reasonable efforts to protect the Confidential Information of other Users and Breef; and
5. Follow the processes within these Terms relating to the disclosure of Confidential Information.

Breach of these obligations to protect Confidential Information may result in your immediate removal from the Service and may expose you to further action from Breef and/or other Users.

In the event of you becoming aware of a suspected or actual breach of the obligations in these Terms relating to Confidential Information, you agree to immediately notify Breef.

12.5 Return of Confidential Information

In circumstances where you choose to no longer participate in the Service, Breef is not responsible for the return of Confidential Information. Breef recommends that Users include terms in any agreement or during the Proposal process, requiring that Users protect Confidential Information and return it once no longer being used as intended by the disclosing party.

12.6 Disclosure Compelled by Law

In circumstances where you are legally required to disclose Confidential Information, you shall, at first instance, inform the third party who disclosed and/or owns the Confidential Information of the requirement to disclose as soon as reasonably practicable and liaise with that party prior to disclosing any Confidential Information. Failure to do so shall be considered a breach of these Terms.

12.7 Disclosure of Confidential Information by Breef

Breef may be required to disclose Confidential Information to parties in order for the Service to operate as intended. To find out more about how we share information, please review our Privacy Policy. If you have any questions, please contact us at hello@breef.com 

Breef takes no responsibility for the sharing and use of your Confidential Information as a part of the Service.

16.1 Contacting Breef

For any dispute with Breef, you agree to first contact us at hello@breef.com and attempt to resolve the dispute with us informally.

16.2 Binding Arbitration

In the unlikely event that Breef has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Breef claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. Those rules can be found at www.adr.org 

Nothing in this clause shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights.

16.3 Location and Fees

The arbitration will be conducted in Denver County, Colorado, unless you and Breef agree otherwise. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

16.4 Individual Basis: Class Action and Jury Trial Waivers

YOU AGREE THAT ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND BREEF ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

16.5 Enforcement

Any judgment on the award made by the arbitrator may be entered in any court of competent jurisdiction. The United Nations Conventions on Contracts for the International Sale of Goods shall have no applicability.

16.6 Invalidity

In the event that a court of competent jurisdiction finds the above arbitration provisions invalid or inapplicable, you and Breef each agree to the exclusive jurisdiction of the Federal and State Courts located in Colorado. You and Breef each agree to submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any applicable dispute or claim.

16.7 Opting Out and Survival

If you do not wish to arbitrate disputes with the Breef and you are an individual, you may opt out of your agreement to arbitrate by emailing hello@breef.com within thirty (30) days of the first of the date you access or use the Service. This dispute resolution clause shall survive termination of the Terms and/or suspension or deactivation of your Breef account.

17.1 Assignment

Breef may assign these Terms, any rights or obligations, and licenses granted hereunder without restriction. You may not transfer or assign these Terms, rights and licenses granted hereunder without the express written consent of Breef. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.

17.2 Entire Agreement

These Terms and any schedules or Policies incorporated herein constitute the entire agreement between you and us in relation to their subject matter and cancel and supersede any prior or contemporaneous discussions and content of communication between us. You acknowledge that you have not relied on any representations by us entering this agreement, except those contained in these Terms.

17.3 Continued Application

Even if you are no longer using the Service or deactivate your account or if we terminate your account, these Terms will continue to apply as intended.

17.4 Additional Agreements

Client and Agency Talent Users may enter into additional, supplemental or other agreement they deem appropriate (for example, confidentiality agreements, contractor or work for hire agreements, assignment of rights, etc.) but under no circumstances will Breef be a party to those agreements, except executed in writing by an authorized representative of Breef. Furthermore, these Terms will govern and supersede any term or condition in an additional agreement between Users that seeks to expand or restrict Breef’s rights under this Agreement. Additionally, you are required to report to Breef any attempt by a User to contract outside these Terms.

17.5 Governing Law

The Service is based in the State of Colorado, USA. These Terms shall be governed by the laws of the State of Colorado and any controversy, dispute or claim arising out of relating to these Terms will be governed by those laws of that state, without regard to its conflict of law provisions, and noting the dispute resolution procedure in clause 16 of these terms.

17.6 Notices and Consent to Electronic Notice

You hereby provide us with consent to use electronic means to deliver any notices pursuant to these Terms. Breef may provide notice by email (using the email address that you provide when registering your account); and/or by posting on the Breef website. You may provide notice to us only in writing, either delivered personally or sent by certified mail to:

© 2025 Breef Inc.
3003 E 3rd Ave
Suite 201
Denver, CO
80206 USA

17.7 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 will 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 of each party.

17.8 Using Automated Tools on the Service

The use of any content scraping, crawling or spidering tools on the Service and any associated websites is prohibited, with the exception of by search engines for indexing purposes. Unauthorized links to Breef and the Service are strictly forbidden.

17.9 Variation

Any modification or amendment to these Terms shall not be binding unless approved and signed in writing by an authorized representative of Breef.

Any legislation (present or future) which operates to vary an obligation or right, power or remedy of a person in connection with these Terms shall be excluded to the extent permitted by law.

17.10 Severability

If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms, which shall remain in full force to give maximum effect to the intent of the parties. The illegality, invalidity or unenforceability of a provision of the Terms in a particular 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.

17.11 Cumulative Rights

The rights, powers and remedies provided to us in these Terms are cumulative and not exclusive of the rights, power or remedies provided by law independently of these Terms.

Please contact us at hello@breef.com with any questions regarding these Terms.

PLEASE PRINT AND RETAIN A COPY OF THESE TERMS FOR YOUR RECORDS.