BIDPOST, INC. USER AGREEMENT
Hereunder are the Terms and Conditions under which you (as a Vendor and/or Buyer) may have access to our online procurement system to search for procurement opportunities, be notified of procurement opportunities, respond to requests for proposals, requests for information, and requests for quotation and/or post requests for proposals, requests for information, and requests for quotation for Vendor organizations to gain access to. By accessing the BidPost system, you therefore agree to these terms and conditions.
BidPost, Inc. retains rights amend this Agreement at any time by method of posting the amended User Agreement on our site. Except as otherwise stated, all amended terms will automatically be effective no earlier than five (5) business days after the amended terms are first posted on our website.
1. User Eligibility.
The BidPost system is available only to those organizations, entities, associations and individuals who are authorized to enter into legally binding contracts under applicable state and federal law. The BidPost system is not available to those suspended from its use for violation of these Terms and Conditions, or conduct otherwise deserving of service revocation, including the misrepresentation of any information on our website. If you do not qualify for use, BidPost, Inc. requests that you please do not use our system in any capacity. Further, you may not transfer, share or assign (any of) your BidPost user account(s) or user identification(s), or login information with any other party.
BidPost, Inc. has designed a very basic membership tier system for Vendors to search for procurement opportunities on the BidPost system, be notified of procurement opportunities, respond to requests for proposals, requests for information, and requests for quotation, encompassing both monthly and annual options, at rates detailed on our website. Monthly subscribers are granted three (3) User Accounts, and annual subscribers are granted ten (10) User Accounts. After ten (10) users Vendors are requested to contact BidPost for information concerning the BidPost Enterprise Solution All sales and fees paid to BidPost are final and non-refundable. All BidPost members are granted unlimited access to all requests for proposals, requests for information, and requests for quotation, nationwide in the U.S.A. BidPost Enterprise Solution prices are not advertised, and are available only by direct contact with the BidPost Team. Upon subscription, your payment method (e.g. credit or debit card) will be debited immediately for the current amount(s) due and each recurring renewal stage. All BidPost memberships will auto-renew on the day following the final day of the subscription term, and your payment method (e.g. credit or debit card) will be debited immediately for the current amount(s) due. BidPost avails the opportunity for you to cancel the auto-renewal of your subscription directly on our website, and no communication with BidPost’s staff is required. BidPost must receive your notice to cancel your subscription and/or auto-renewal authorization at least 48 hours prior to the affected billing date. In the event that you do not cancel your subscription and/or auto-renewal authorization 48 hours prior to the affected billing date, your debit or credit card will be charged for the next subscription term. BidPost reserves the right to add different and additional pricing models at any time. BidPost does not impose any fees for Buyer organizations to post requests for proposals, requests for information, and requests for quotation on our website, yet all Buyer organizations are equally bound by the Terms and Conditions detailed herein. BidPost provides access to requests for proposals, requests for information, and requests for quotation from many agencies and organizations, and some of such agencies and organizations may require a fee to be paid directly to the agency or organization. Please see the Agency's terms and conditions for any fees charged independently by the outside agency or organization, but this is wholly separate from BidPost, Inc. and any fees prescribed therefrom. If your subscription automatically renews without your intent to do so; while you do not wish to renew your membership, and you have not cancelled your auto-renewal at least 48 hours prior to the renewal, and further you have not accessed your account on our website during the period that your membership has been renewed, BidPost will grant you a fair opportunity to state your case to a BidPost Customer Service Representative, and if no capricious or unjustified claims or actions are made in support of your decision to cancel, BidPost will honor your decision and a refund may be issued at BidPost’s discretion, as applicable if your request is made within ten (10) days of your debit or credit card being debited. BidPost retains the right to withhold a 15% processing fee of the refunded amounts. A call to BidPost to explain your case is mandatory for receiving of a refund (no email communications will be accepted). If, in advance of contacting BidPost for a refund, you have contacted your credit card company or bank regarding the transaction, BidPost will be unable to process a refund, due to common and adhered to banking and credit practices.
3. BidPost Services
You hereby acknowledge that the BidPost site, in addition to providing many exclusive procurement opportunities in which we directly put Vendors in touch with Buyers and allow procurement opportunities to be posted and bid on directly on our website, BidPost further provides Vendors with a host of procurement opportunities from outside, third-party sources. For the latter procurement opportunities, BidPost simply provides the communication apparatus and a method to allow you to access bids and quotations, and to receive updates on changes to the procurement opportunities. In such cases, BidPost is not involved in the actual transaction between Vendors and Buyers. Resultantly, BidPost does not independently verify the identity of each Buyer, the veracity of statements made in their submissions, or the abilities and willingness of Buyers to purchase or procure products or services. Please be aware of the above, and exercise caution, common sense, and safe trading practices when utilizing the BidPost site and our services. Further, BidPost issues no assurances that any given Buyer is committed to, or will indeed complete any given transaction. BidPost encourages you to take additional steps to confirm the identities of all Buyers within the guidelines permitted by their procurement opportunity, above and beyond the measures taken independently by BidPost, Inc.
4. Release of Liability.
You hereby recognize that any and all disputes, disagreements or misunderstandings between Vendors and Buyers will be settled between those two respective parties without any intervention or involvement by BidPost, Inc., and that BidPost, Inc. shall have no liability of any kind resulting from, or relating to, any communications or transactions between Vendors and Buyers. In the event of a legal dispute, you hereby agree to release BidPost, Inc. ("us"), and our corporate officers, directors, and employees from any and all claims and damages (including both actual and consequential claims and damages) of all kinds and of every legal weight and measure, occurring as a result of, or in any way connected with the aforementioned disputes. If you are a resident of the State of California, you hereby waive California Civil Code §1542, which states that: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
5. Buyers and Vendors.
In order to act as a Buyer organization on BidPost, you must legally and physically be in a position to, and otherwise capable of purchasing the item(s) and/or service(s) for which you are issuing RFPs, RFIs, and RFQs on BidPost’s website. In order to act as a Vendor organization on BidPost, you must be legally and physically be in a position able to sell the item(s) and/or service(s) for which you are posting responses in reference to, regarding RFPs, RFIs, and RFQs posted on the BidPost website. Moreover, your item(s) and/or service(s) provided must match the item(s) and/or service(s) being procured by the Buyer organization for each request for proposal, request for information, and request for quotation posted on BidPost’s website, that you submit any variety of proposal to the Buyer for, via BidPost’s website. You commit to adhering to and remaining in abidance with any and all terms of each contract award, as but forth by the applicable Buyer organization, and as delineated in the applicable request(s) for proposal and/or request(s) for quotation. You further pledge to submit only honest and wholly truthful information on any and all responses submitted to request(s) for information on the BidPost website. If and when your proposal is accepted by the Buyer (e.g. a contract has been awarded to you as a result of your proposal) as a Vendor organization you are obliged to deliver the item(s) and/or service(s) in strict accordance with the terms detailed in the applicable request(s) for proposal and/or request(s) for quotation.
6. Fraud and Misuse Statement.
BidPost reserves the right to terminate your membership without refund if it is reasonably suspected that you and/or person(s) in your organization (whether by trail and conviction, out of court settlement, insurance investigation, or otherwise) have engaged in any measure of fraudulent activity in direct or indirect association with BidPost’s website, including, but not limited to, you providing your organization’s login information to members outside of your organization, or for otherwise having more users than your monthly or annual membership subscription warrants you having at any given time. Neither Buyers, nor Vendors may in any way alter or adjust the prices of any item(s) and/or service(s), nor shall any Buyer or Vendor in any way inhibit or otherwise disrupt or interfere with any other BidPost user’s profile, activity, postings, questions, proposal submissions, or credit or debit card transactions.
7. Information Accuracy and Restrictions.
As a BidPost user, it is your responsibility that any and all information that you provide to BidPost, Inc., and/or on the BidPost website in general, or to other BidPost members via our website, be completely accurate in its entirety, encompassing all information inputted and exchanged in regards to your BidPost membership registration, your BidPost company profile and/or in any activity on the BidPost website, including while responding to request(s) for proposals, request(s) for information, or request(s) for quotation. You hereby assert that any and all of the information you provide, and that any and all item(s) and/or service(s) contracted through BidPost’s site: (a.) shall be altogether accurate and not misrepresented in any way; (b.) shall not in any way be based on fraudulent claims, or in any way entail the contracting of stolen and/or counterfeit item(s) and/or service(s); (c.) does not, and will not in any way encroach on any entity’s patent, trademark, copyright “trade secret” or any other variety of an outside party’s proprietary right(s); (d.) does not, and will not at any future time violate any federal, state, or municipal law or ordinance, including, but not limited to, any and all any federal, state, or municipal laws or ordinances that cover the areas of: anti-discrimination, consumer protection, false advertising unfair competition, or export control); (e.) shall not be in any way include libelous, defamatory, threatening or harassing information, claims, positions, doctrines, methods or policies; (f.) shall not at any time contain any types of viruses or other computer programming regiments that may in any way damage, negatively disrupt, that possesses the ability to intercept or expropriate any personal information, data, or system; and (g.) shall not in any way manifest otherwise undue liability for BidPost, Inc., or any BidPost member, or would cause BidPost, Inc., or any BidPost member to lose any measure of the services of BidPost, Inc.’s, or any BidPost member’s internet service providers (ISP) or other technological equipment or services. Further, at no time may you initiate, participate in or complete any transaction that was originated by using BidPost that could cause BidPost to violate, or be in violation of, any federal, state, or municipal laws or ordinances. For the sole purpose of enabling BidPost to use the information that you enter and/or upload onto BidPost’s website, and as to ensure that at no point is BidPost violating any proprietary or other rights that you might have in the information that you enter and/or upload onto BidPost’s website, you agree to grant BidPost a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right to fully exercise all of the copyright, publicity, and database rights (but no other rights) that you may have in the information that you enter and/or upload onto BidPost’s website, as applicable in any media now known or not currently known, with respect to the information that you enter and/or upload onto BidPost’s website.
8. Accesses and Interferences.
You hereby agree not to use any type of device, or manual process used in effort, or consequence, to survey, monitor or in any way copy any of BidPost’s web pages and/or any of the content contained herein and therein, without the prior expressed written the permission of BidPost, Inc. You hereby agree that you, and no one in your organization, shall not use any device, software or software/programming routine to bypass BidPost’s security, or to otherwise interfere or attempt to interfere with the proper working of our site or any transaction being communicated or conducted on our site. You hereby agree that you will not, and no one in your organization will, take any sort of action that imposes an unreasonable or disproportionately large burden (as based on averages) on the BidPost infrastructure. You hereby agree that you will not in any way copy, reproduce either literally or practically, publish derivative results or products on the basis of, or publicly display any content (with the exception of information contained in your BidPost profile) from BidPost’s website without the express written permission of BidPost, unequivocally as issued in advance of such use, except for that which is expressly understood by all concerned parties that the documents included and the contents thereof may be publically, or otherwise accessible for download, copy, and/or public display, unless such disclosure is otherwise prohibited by the Buyer organization who’s information is in question under such circumstances. Further, you shall not provide access to, or offer any variety of fee-based bid information from, the BidPost website to any other party without the express written permission of BidPost, Inc., unequivocally as issued in advance of such use.
Without in any way impinging upon or otherwise limiting any other remedy or reconciliation, BidPost may at any time issue a warning, effective immediately, may suspend temporarily, or may altogether terminate your membership and discontinue all access to BidPost’s website. Further, BidPost may uniformly refuse to, in any way, provide you with access to any and all of BidPost’s services: (a.) if you in any way, to any measure, breach this User Agreement or in any way, to any measure, breach applicable Terms and Conditions detailed in the documents that may be incorporated, whether by reference or otherwise; (b.) if BidPost is unable to verify or generally authenticate any variety of information you provide to BidPost and/or on the BidPost website; or (c.) if it is believed that any or all actions performed by you or your organization may in any way cause actual or derived legal liability for you, BidPost, Inc., or any other BidPost users.
BidPost provides our website, and all of our services on an “as is” basis, without any implicit warranty, outside of our uptime guarantees, or condition, whether express, implied or dictated by statute. BidPost explicitly disclaims any implied warranties of title, applicability for a particular premise and/or purpose and general non-infringement. As certain U.S. states do not allow for the disclaimer of implied warranties, the above warranty disclaimer may not necessarily apply to you. The applicable foregoing warranty avails you only specific legal rights. You hereby agree to understanding that you may well have additional legal rights, such as which vary from U.S. state to U.S. state.
11. Limitations of Liability.
Under no circumstances shall BidPost, nor any BidPost Buyer organizations, be in any way liable for the loss of profits or any particular, incidental or consequential damages in any way resulting from any connection with the BidPost website, BidPost’s services and practices, or this User Agreement, including those circumstances arising from incidents of negligence. BidPost’s liability to users and/or any third party in any situation is unequivocally limited to the greater of the maximum of the amount in fees that BidPost has charged you in the one-year (12 month) period in advance of the action resulting in the applicable liability. Certain U.S. states may not permit the limitation and/or outright exclusion of incidental and/or consequential damages and in such case, the above limitation and/or exclusion may be incidentally inapplicable to to you and/or your organization.
You and/or your organization hereby agree to fully indemnify BidPost, Inc. and to hold us and (as incidentally applicable) our officers, directors, agents, and/or employees, harmless from any and all claims and/or demands, including, but not limited to, reasonable legal fees by an accredited member of the U.S. Bar Association, as made and/or claimed by any third party due to, or arising directly or indirectly from you, or anyone in your organization’s, breach of this User Agreement and/or the documents and code that it incorporates, whether by reference or otherwise, or your violation of any state or federal law or municipal ordinance and/or any rights of a third party individual, company or organization.
13. Compliance with Applicable Laws.
You and/or your organization and all entities therein hereby agree to comply with and remain in full compliance with all applicable state and federal laws, ordinances and regulations regarding your and/or your organization’s utilization of BidPost’s service(s) and your and/or your organization’s requesting proposals, submitting proposals, bidding on Solicitations, listing Solicitations and opportunities, purchasing item(s) and/or service(s), and selling item(s) and/or service(s), as applicable both domestically and internationally without equivocation.
14. Not an Agency.
You and/or your organization and all entities therein hereby agree that per all interactions and proceedings on BidPost’s website, are to be classified as independent contractors, and no form of Agency or Agencies, Partnership(s), Joint Venture(s), employee-employer or franchise relationship(s) are, or will in any circumstances be, manifest by this User Agreement.
Except as specifically stated in this User Agreement or in applicable law, United States Postal Service shall deliver any Notice to BidPost, Inc. 669 4th St., Suite # 4, Hermosa Beach, CA 90254, (in the case of Notices sent to BidPost) or; to the email address that you and/or your organization have provided to BidPost during the sign-up process, and/or as edited on your “Manage My Account” interface (in your case). Notices will have be deemed to be given twenty-four hours after a Notice email is sent to you, unless BidPost is notified that the email address you have provided is invalid. In such case, BidPost may give you Notice by certified mail with prepaid postage and a return receipt request, as sent to the physical address provided to BidPost during the sign-up process, and/or as edited on your “Manage My Account” interface. In this case, your Notice shall be deemed to be given three (3) days following the date of the mailing.
Any legal claim or controversy that may result from, arise from, or relate to this User Agreement and/or BidPost’s services (excluding all legal actions taken on the part of BidPost to collect on due fees from you and/or your organization, and/or to recover damages for, or obtain an injunction in relation to, BidPost’s website, services, practices, policies, procedures or intellectual property) that if parties to this User Agreement are unable to resolve such legal claims within thirty (30) days after Notice, as delivered via the methods detailed above, of the existence of any such legal claim, will uniformly be handled by binding arbitration in strict accordance with the American Arbitration Association’s rules for commercial arbitration. Any and all legal claims and controversies, should they arise, will be arbitrated on an individual basis, and no claims with any other party shall be consolidated in any arbitration. Arbitrations will uniformly be conducted in the State of California, and the judgment on such arbitrations’ awards may be entered into any state or federal court within the State of California, in circumstances whereby the claims and/or judgments have jurisdiction thereof, as necessary to protect the rights and/or property of you or BidPost pending the completion of arbitration. Both you and/or your organization, and BidPost, Inc. will bear each party’s own attorneys' fees and retainers. All fees and expenses of the arbitrators will be divided, or otherwise distributed, between you and/or your organization and BidPost, Inc. by the subject arbitrator, in strict accordance with the results of the arbitration and the findings of the arbitrator. If either party were to file an action contrary to this provision, the other party may recover attorneys' fees and costs not to exceed $1000.00.
17. General Terms & Conditions.
This User Agreement shall be bound and governed in all legal context by the laws of the State of California, in such manner as legal standards and laws are applied to Agreements entered into and are to be performed entirely within the State of California between California residents and business entities. BidPost, Inc. does not guarantee 100% continuous, uninterrupted or secure access to BidPost’s services or website, and the operations of BidPost’s website may potentially be hindered by a number of factors outside of BidPost’s possible control, although BidPost will take every reasonable measure to ensure that the above is absolutely limited to the lowest possible number of circumstances and with limited exposure in all cases. Should any provision of this User Agreement be decided by a court of law in the State of California or otherwise to be invalid or unenforceable, such provision of the User Agreement will be removed and all of the remaining provisions of the User Agreement shall be enforced, as they otherwise would have been and the User Agreement in sum, less the struck provision(s) will retain full legal weight and consequence. You hereby agree that this User Agreement and all incorporated and associated agreements and provisions may be fully and seamlessly assigned by BidPost, Inc., at BidPost’s sole discretion, to a third party of BidPost’s indication, in the event of any merger or acquisition of BidPost, Inc. The headings on this User Agreement, above, are solely for the purpose of reference and shall not in any way serve to define, limit, construe or describe the scope, applicability or extent of any of the above sections in this User Agreement. BidPost’s failure, in any case, to act in respect to any measure of breach by you and/or your organization, or others, does not in any way waive BidPost’s right to act in respect to comparable or subsequent breaches by you, or any other party. This Agreement hereby sets forth the entirety of the understanding and agreement between BidPost and you, in respect to the entirety of the subject matter hereof.