Terms

Effective Date:  02.02.2024

Last Updated:  02.02.2024

Welcome to SupplyBidder, Inc.! SupplyBidder, Inc. (“SupplyBidder”; the “Company”, “we”, “us”, or “our”) serves Contractors, Manufacturers, Suppliers and Site Visitors (also, and at times collectively, referred to as “Users” or “you”) through our website at www.supplybidder.com (the “Website”) and our mobile applications and related services (collectively, such services, including any new features and applications, and the Website, the “Services”), subject to the following Terms of Service (as amended from time to time, the “Terms of Service”).

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Services user interface, public facing website, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms of Service.

In addition, when using certain Services, you will be subject to any additional terms applicable to such services that may be posted on the Services from time to time, including, without limitation, the Privacy and Cookie Policy located at http://www.supplybidder.com/privacy. All such terms are hereby incorporated by reference into these Terms of Service and collectively form a binding agreement between you and us.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND CLASS ACTION WAIVER AND OTHER IMPORTANT INFORMATION THAT APPLY TO ALL USERS REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS ARBITRATION CLAUSE AND CLASS ACTION WAIVER.

ACCESS AND USE OF THE SERVICES

Services Description: The Services are a web-based digital building material purchasing management platform that connects Contractors to Suppliers and Manufacturers for the purpose of purchasing goods and/or services, building business relationships and accessing information. Contractors may use the Services to find Suppliers and Manufacturers for their Projects or information needs.  Suppliers may use the Services to promote their business (including, but not limited to, products, offers, rebates, and services) and find Projects to supply with materials, goods and/or services.  Manufacturers may use the Services to communicate with Contractors and promote their business (including, but not limited to, products, offers, rebates, and services).  Site Visitors may use the Services to learn more about our Services as they may assist in their business.

Scope: These Terms of Service govern all: (i) applications, software, code, databases, data, content, email, text, hardware, equipment, and other materials information hosted by SupplyBidder; and (ii) training, implementation, and other services related to the Services.

Registration Requirements: Users are required to register for an Account with us in order to access and use certain features of the Services. If you choose to register for the Services, you agree to provide and maintain true, accurate, current, and complete information about your business where applicable, including, but not limited to, your Business Contact Data, Product Catalogs, Pricing, Product Templates, and your Project needs.  The collection, use, storage, and sharing of your User Data is governed more specifically by our Privacy and Cookie Policy. Contractors authorize us to share bid requests (“Request for Bids” or “RFB”), project information, Purchase Orders (“POs”), project data and business contact information with Suppliers and Manufacturers for purposes of performing the Services.  By using the Services in either a Contractor, Manufacturer or Supplier capacity, you consent to receive communications from us regarding Projects, connection requests and promotions via email, phone, text messaging or other, which may include Website access through weblinks embedded or hyperlinked in email or text communications.  You grant us a non-transferrable license to utilize your logos and business name on our website and marketing materials.  If you chose to register your account via a referral code or were invited by an existing customer, you acknowledge that the user who invited you may know that you opened and ordered materials on SupplyBidder.  If you wish to avoid this, do not sign up for a SupplyBidder account through a referral code or invitation.  If you register for an Account, you are responsible for maintaining the confidentiality of your Account information, including username and password, if any, and you are fully responsible for all activities that occur under your Account. You agree to immediately notify us if (1) you suspect any unauthorized use of your Account or any other breach of security or incident; and (2) ensure that you exit from your Account at the end of every session when accessing the Services. We will not be liable for any loss or damage caused or otherwise arising from your failure to comply with this Section.

Eligibility Requirements: If you are under 13 years of age, you are not authorized to use the Services, with or without registering. In addition, if you are under the age of 18, you may use the Services, you may use the Services with or without registering, but only with the approval of your parent of legal guardian.

Special Notice for International Use; Export Controls: Software available in connection with the Services and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. Using the Services is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Services, including as it concerns online conduct and acceptable content.

Modifications to the Services: We reserve the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

General Practices Regarding Use and Storage: You acknowledge that we may establish general practices and limits concerning use of the Services, including without limitation the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on our servers on your behalf. You agree that we have no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Services. You acknowledge that we reserve the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Mobile Services: The Services includes certain services that are available via a mobile device, including (i) the ability to upload content to the Services via a mobile device, (ii) the ability to browse the Services and the Website from a mobile device, (iii) the ability to access certain features through an application downloaded and installed on a mobile device, and (iv) the ability to receive notifications, messages, and updates on your mobile device (including via calls and text messages) (collectively, the “Mobile Services”). To the extent you access the Services through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Services, you are also consenting to be contacted by us or one of our partners about our (or one of our partners’) services and products by telephone (on a recorded line), automated calling, pre-recorded calling, text message, email, fax, telephone or any means, even if you have opted in to the National Do Not Call List, any state equivalent Do Not Call List or the internal Do Not Call List of any company. You do not have to agree to receive such communications as a condition of getting any services or products from us. In the event you no longer want to receive communications from us or one of our partners you agree to notify us directly at privacy@supplybidder.com.

CONDITIONS OF USE

Our Services Platform: Our Services help connect Users.  We are not a party to any agreement, specifically a Purchase Order (“Purchase Order” or “PO”) between Contractors and Suppliers, even in the event a Supplier creates a Bid, which may or may not become an accepted Purchase Order, using SupplyBidder’s name and/or address as the customer for bidding purposes. All dealings are solely between the respective parties and we make no representations and warranties on behalf of Users, Contractors, Manufacturers and/or Suppliers (including but not limited to the cost, quality, or timeliness of any goods or services provided by any Users) and will have no liability for any interactions, business dealings and relationships between Users. We are not responsible for any bid requests (“Request for Bids” or “RFB”), Manufacturer product template accuracy, Manufacturer or Supplier product or service performance, Supplier price quote proposals/bids (“Bid”), or POs between Users, Contractors, and/or Suppliers (or any combination thereof) that you upload to the Services other than making such POs available for review and acceptance as authorized by you. We also have no responsibility for any payments exchanged between any Users. We have no control over and do not guarantee: (1) the existence, quality, safety, or legality of any goods or services subject to any RFB, Bid or PO by Users; (2) the truth or accuracy of any RFB, Bid or PO; (3) the ability of Users to sell/provide goods or services; (4) the ability of Users to pay for any goods or services; or (5) that a User will actually complete a transaction or PO. We do not warrant or guarantee that any goods or services offered through the Services will meet a User’s requirements.  Users may use the services to invite users or potential users to connect for purposes such as chat communication.  In some cases, the invitee user might be auto-connected to the inviter. SupplyBidder reserves the right to provide special promotions, rewards and incentives to Users from time to time at its sole discretion. 

Our Rebate Program. We may offer to Contractors a rebate program on qualifying purchases and manufacturer rebates on certain products from time to time at our sole discretion.  Contractors with a paid Monthly Membership are automatically enrolled to participate in our Rebate Program for any qualifying purchases.  Contractors may opt out by emailing us at pro@supplybidder.com.  This program is to provide an additional value to Contractors, Manufacturers and Suppliers.   Contractors will be required to provide proof that you have met the eligibility criteria for the rebate at issue. In processing a rebate, we will do the leg work and pay Contractors directly via SupplyBidder bank check or 3rd party giftcard/e-gift card within a reasonable period of time after the close of a calendar month in which a rebate was offered and of which you met all eligibility criteria.  Giftcards/E-Gift cards are provided through various 3rd party providers that require us to provide them your name and email address.  By accepting the E-Gift card you authorize SupplyBidder to release this information to gift card provider.  In the event a manufacturer product rebate was offered thru SupplyBidder, we will pass along qualifying information about your qualifying purchase to the manufacturer offering a product rebate.  SupplyBidder is not responsible for any issues in any failure to meet the eligibility criteria or submission of any general rebate offered outside of SupplyBidder.  Any dispute regarding eligibility for a rebate must be resolved between you and SupplyBidder.  At the time of payment, your account and membership must be in good standing as SupplyBidder may withhold rebate payments to apply against overdue balances. Past due balance, however, may not be offset by rebates owed under this Agreement.

User Conduct: Users are solely responsible for all code, video, images, information, data, text, software, files, music, sound, photographs, graphics, messages or other materials (“Content Data”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Services.  The following are examples of the kind of content and/or use that is illegal or prohibited by us and we reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, removing the offending content from the Services, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Services to:

email or otherwise upload any content that: (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “Trojan Horses,” “worms,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose us or our Users to any harm or liability of any type;
interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; or
access or use the Services for purposes of competitive analysis of the Services, the development, provision, or use of a competing software service or product or any other purpose that is to SupplyBidder’s detriment or commercial disadvantage;
violate any applicable local, state, national or international law, or any regulations having the force of law;
impersonate any person or entity, or falsely state or otherwise misrepresent your credentials or your affiliation with a person or entity;
solicit personal information from anyone under the age of 18;
harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
interfere with User use of the Services by attempting. in any way, directly or indirectly to influence, encourage, or otherwise impact Users from using the Services;
advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services.

ACCOUNTS AND FEES

Users who engage with the Services as a Contractor will be provided Access to the Services on a monthly basis for a Monthly Membership Fee of $25.00 per month paid in full at the beginning of the month. SupplyBidder will charge Contractor the Monthly Membership Fee by charging the Contractor’s credit/debit card registered via SupplyBidder’s third-party payment processor, Stripe. To register for a Monthly Membership, Contractor shall register for an Account by providing SupplyBidder its business information, billing information, including physical address, phone number, credit/debit card information, and a business e-mail address where Contractor will receive e-mail notifications. The Monthly Membership starts the day the Contractor accepts the terms of this Agreement (Terms of Service and Privacy and Cookie Policy) and pays the initial Monthly Membership Fee and renews on that date each month (“Renewal Term”). Access to the Services are available for a month. For example if Contractor signs up on January 16, 2021, Contractor has until February 15, 2021 to Access the Services. The first 14 Days is a free trial, after which the Monthly Membership Fee will be charged (“Free Trial Period”).  The Free Trial Period may be extended beyond 14 days in the event special promotional invite codes are issued.  Only one Free Trial Period is available per Contractor. A Contractor seeking to cancel after the Free Trial Period must cancel by providing notice to SupplyBidder by emailing SupplyBidder at cancel@SupplyBidder.com 5 days prior to the first Renewal Term. For example, if Contractor registers for a Monthly Membership on February 1, 2021, then the Contractor must cancel before February 15, 2021 by providing notice to SupplyBidder or the Contractor’s credit/debit card will be charged and a Renewal Term will be triggered. A Monthly Membership for each Renewal Term automatically renews unless Contractor cancels by providing written notice to SupplyBidder pursuant to this Section no later than 5 business days prior to the automatic renewal. In the event you cancel your Monthly Membership, you will have Access to the Services up to the date of your Renewal Term and will not receive a pro-rated refund. A Monthly Membership allows Contractor one login that may be used on multiple devices simultaneously. In the event a credit/debit card is declined, Access to the Services will be terminated as of the final date of the Monthly Membership in effect at the time of the decline.

Users who engage with the Services as an Official Manufacturer Program Member will be provided Access to the Services for a Term Period and Fees agreed upon by Manufacturer and SupplyBidder.  Official Manufacturer Program Members Services may include special features such as a dedicated page within website application, creation of templates, seats for manufacturer personnel and promotional opportunities.  Any optional services and features that are, or may become, available may be posted in the SupplyBidder Manufacturer application interface or other means of communication along with any Fees associated with said features.  SupplyBidder will charge Manufacturer for any Fees associated with optional services and features by charging the Manufacturer’s credit/debit card registered via SupplyBidder’s third-party payment processor, Stripe.  Individual Manufacturer Reps may register for a Free Personal Account to Access the Services, with limited functionality of a personal professional profile, connections and communication capabilities.  To register for an Official Manufacturer Program Membership, Manufacturer shall register for an Account by providing SupplyBidder its business information, billing information, including physical address, phone number, credit/debit card information, logo and a business e-mail address where Manufacturer will receive e-mail notifications. The Official Manufacturer Program Membership starts the day the Manufacturer accepts the terms of this Agreement (Terms of Service and Privacy and Cookie Policy) and any other Documents that may be required by SupplyBidder.  To register as an Individual Manufacturer Rep, Manufacturer Rep shall register for an Account by providing SupplyBidder its personal and business information, which may include first and last name, company name, phone number and business e-mail address.

Users who engage with the Services as an Official Supplier Program Member will be provided Access to the Services for Fees agreed upon by Supplier and SupplyBidder.  SupplyBidder will charge Supplier for Fees (Referral Fee and Campaign Spend) by charging the Supplier’s credit/debit card registered via SupplyBidder’s third-party payment processor, Stripe.  A Referral Fee will be charged to Supplier credit card upon contractor submitting a PO to Supplier (“PO Submitted” or Supplier receiving a ”New Order”/Purchase Order) and will be non-refundable regardless of any order cancellation or product returns by contractor or Supplier not accepting PO.  Referral Fee schedule is posted within the SupplyBidder Supplier application interface and will be charged against the grand total dollar amount (inclusive of total price, all fees and taxes charged to contractor) of the PO Submitted by Contractor to Supplier.  Supplier may create and activate optional advertising campaigns.  Supplier credit card will be charged each time their Campaign Spend reaches a specified amount as posted within the SupplyBidder Supplier application interface.  Any unpaid amount may be invoiced to Supplier.  To register for an Official Supplier Program Membership, Supplier shall register for an Account by providing SupplyBidder its business information, billing information, including physical address (locations), phone number, credit/debit card information, logo, and a business e-mail address where Supplier will receive e-mail notifications. The Official Supplier Program Membership starts the day the Supplier accepts the terms of this Agreement (Terms of Service and Privacy and Cookie Policy) and any other documents that may be required by SupplyBidder.  There is no registration required or fees for individual Supplier reps that are not associated with an Official Supplier to Access the Services when invited by a Contractor to Bid on a Project (“Bid Request”, “Request for Bid”, or “RFB”).

All Fees and other amounts payable by Users under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, User is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by User hereunder, other than any taxes imposed on SupplyBidder’s income.

SupplyBidder may change Fees, including increasing them, at any time by providing prior written notice to Users prior to the commencement of any Renewal Term, if applicable.  SupplyBidder may add or remove features of the Services at any time with or without notice.

USE SPECIFICATIONS

Subject to and conditioned on User (and any Authorized User’s) compliance with these Terms of Service, SupplyBidder hereby grants User a non-exclusive, non-transferable license to: (i) access and use the Services, including in operation with other software, hardware, systems, networks, and services, for Customer’s business purposes during the Term, solely for use by Authorized Users in accordance with these Terms of Service; and (ii) generate, print, copy, upload, download, store, reproduce and otherwise process all content that may result from a User’s use of the Services.

INTELLECTUAL PROPERTY RIGHTS

Specific Services and System Controls. Except as otherwise expressly provided in this Agreement, as between the parties: (1) SupplyBidder has and will retain sole control over the operation, provision, maintenance, and management of the Services; (2) the Services may contain content and features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by us, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Services Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Services. In connection with your use of the Services you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by us from accessing the Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Services or distributed in connection therewith are the property of us, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by us.

USER CONTENT; USE RESTRICTIONS; AND DATA STORAGE

Contractors must carefully review the information provided in the RFB prior to submitting, and Suppliers must carefully review the information provided in the price quote Bid to ensure communication about Contractor’s material/goods/services needs and Supplier’s material/goods/services capacity are 100% true and accurate. SupplyBidder is not responsible for any information communicated or otherwise contained in any RFB, Bid, Chat, Communication, or PO. POs are strictly developed, determined and between Users. Contractors, Suppliers and Manufacturers fully release and hold SupplyBidder harmless from any and all liability for performance under the Purchase Order, including, but not limited to warranties, performance, payment, delivery, returns, and taxes.

SupplyBidder does not guarantee, warrant or in any way represent to Contractors that they will receive any Bids in response to their RFBs or that their PO’s will be accepted by Suppliers or to Suppliers that they will have any of their Bids accepted by a contractor or the effectiveness of any advertising.

Contractors may not submit RFBs on behalf of any other person, organization or enterprise and, similarly, Suppliers, may not respond to RFBs with Bids or accept POs on behalf of any other person, organization or enterprise.

Supplier may not itemize Referral Fees potentially owed to SupplyBidder in Bids to Contractors.  Supplier agrees to not intentionally disintermediate to influence contractors to buy product outside of the Services.  Supplier is responsible to pay Referral Fee to SupplyBidder on all orders placed by a contractor originating from a SupplyBidder Request for Bid (RFB) and/or Bid submitted by Supplier to Contractor regardless of method order is transmitted to Supplier by Contractor including, but not limited to, chat feature communication and communication outside of the SupplyBidder platform such as direct email, direct phone call, direct text or person-to-person.  Supplier agrees to include any Special Offer they promoted to Contractor in their Bid to Contractor.  Contractors authorize Suppliers to provide SupplyBidder with project invoices on Contractor’s behalf from time to time for any purpose.        

Users shall not use the Services in any manner that:

is illegal, or promotes or encourages illegal activity;
promotes, encourages or engages in child pornography or the exploitation of children;
promotes, encourages or engages in terrorism, violence against people, animals, or property;
promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
violates the Fight Online Sex Trafficking Act of 2017 or similar legislation, or promotes or facilitates prostitution and/or sex trafficking;
infringes on the intellectual property rights of another user or any other person or entity;
violates the privacy or publicity rights of another user or any other person or entity, or breaches any duty of confidentiality that you owe to another user or any other person or entity;
violates any person’s or any business right to consent to the disclosure of their personal information or business information;
interferes with the operation of the Website or the Services;
contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or
contains false or deceptive language, or unsubstantiated or comparative claims, regarding us or our Services.

Notwithstanding anything to the contrary in this Agreement, all Services, including all Processing of User Data by or on behalf of SupplyBidder shall be provided solely from within, and on computers, systems, networks, and other infrastructure located in, the United States.

CLAIMS OF COPYRIGHT INFRINGEMENT

We have adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at https://www.copyright.gov/legislation/pl105-304.pdf ).

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to our Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. It our policy to (1) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.

If you believe that material or content residing on or accessible through the Services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:

A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;

Identification of works or materials being infringed;

Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Company is capable of finding and verifying its existence;

Contact information about the notifier including address, telephone number and, if available, email address;

A statement that the notifier has a good faith belief that the material identified in (3) is not authorized by the copyright owner, its agent, or the law; and

A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

Please contact our Designated Agent to Receive Notification of Claimed Infringement at the following address: privacy@supplybidder.com.

REPRESENTATION AND WARRANTIES

Users represent and warrant that, as applicable, it is:

duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;
has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under these Terms of Service;
has all necessary licenses, certifications or otherwise, to conduct any and all underlying transactions in line with the terms and conditions of any RFB, Bid, and/or PO.

INDEMNIFICATION AND RELEASE

You agree to release, indemnify and hold us and our affiliates and their officers, employees, directors and agent (collectively, “Indemnitees”) harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Services, any User Content, your connection to the Services, your violation of these Terms of Service or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “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.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

DISCLAIMER OF WARRANTIES

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

WE MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) ANY ACTS, OMISSIONS, STATEMENTS OR OTHER CONDUCT OF ANY CLIENTS, VENDORS, BUSINESSES OR OTHER THIRD PARTIES ON THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID US IN THE LAST THREE (3) MONTHS, OR, IF GREATER, SEVENTY-FIVE DOLLARS ($75.00).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

DISPUTE RESOLUTION BY BINDING ARBITRATION

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

Agreement to Arbitrate: This Section “Dispute Resolution By Binding Arbitration” is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and the Company, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Company are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Prohibition of Class and Representative Actions and Non-Individualized Relief: YOU AND SUPPLYBIDDER AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

Pre-Arbitration Dispute Resolution: We are always interested in resolving disputes amicably and efficiently, and most user concerns can be resolved quickly and to the user’s satisfaction by emailing us at privacy@supplybidder.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to SupplyBidder should be sent to 5724 Green Street, Ste 200, Brownsburg, IN 46112 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If SupplyBidder and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or SupplyBidder may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by SupplyBidder or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or SupplyBidder is entitled.

Arbitration Procedures: Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless SupplyBidder and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, SupplyBidder agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Costs of Arbitration: Payment of all filing and administration fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, we will pay all Arbitration Fees, which does not include the arbitrator fees that will be borne equally between the parties. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, we will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

Confidentiality: All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Severability: If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief”) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.

Future Changes: Notwithstanding any provision in these Terms of Service to the contrary, the Company agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Company written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

All contents of the Website, any Mobile Application, the Services are: Copyright 2019. All rights reserved. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

TERMINATION

You agree that we, in our sole discretion, we may suspend or terminate your account (or any part thereof) or use of the Services and remove and discard any content within the Services, for any reason, including, without limitation, for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Services, may be referred to appropriate law enforcement authorities. We may also in our sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. Further, you agree that we will not be liable to you or any third party for any termination of your access to the Services. If you are a Contractor that has registered for a Monthly Subscription membership, you may cancel as set forth in Account and Fees.

FORCE MAJEURE

In no event will SupplyBidder be liable or responsible to User or be deemed to have defaulted in any of its obligations under these Terms of Service for any failure or delay in fulfilling or performing any term of these Terms of Service, when and to the extent such failure or delay is caused by any circumstances beyond SupplyBidder reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of these Terms of Service, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.

USER DISPUTES

You agree you are solely responsible for your interactions with any other Users in connection with the Services and we will have no liability or responsibility to you for any reason concerning, dealing with, or arising out of your interactions through the Services with any other Users. We reserve the right, but have no obligation, to become involved in any way with disputes between you and any other User of the Services, including giving Users access to their RFBs, Bids, PO, chat communications, and other User Content.

YOUR PRIVACY

Your privacy is important to us, and, for more information about your privacy rights, please review our Privacy and Cookie Policy, which is incorporated in to these Terms and Service and makes up your Agreement with us.

NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at SupplyBidder, privacy@supplybidder.com.

GOVERNING LAW; SUBMISSION TO JURISDICTION

Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

You irrevocably and unconditionally waive any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Terms of Service or the transactions contemplated hereby.

Effective: February 02, 2024

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