CompanyBids.com User Agreement Last Updated: September 22, 2007.Welcome to CompanyBids.com's online marketplace (the "Site"). Any person or company who wishes to access the Site to buy or bid for goods or services provided on the Site (collectively, the "Services") must accept the terms and conditions of this User Agreement, without change. PLEASE REVIEW THE FOLLOWING TERMS OF SERVICE CAREFULLY BEFORE USING THE SITE. BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE.CompanyBids.com, LLC (hereinafter "CompanyBids" or "CompanyBids.com") reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING CompanyBids’s POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, DO NOT CONTINUE TO USE THE SERVICES OR THIS SITE. 1. Eligibility. Use of the Site and the Services is limited to parties that lawfully can enter into and form contracts under applicable law. Without limiting the generality of the foregoing, minors may not use the Services. Every person who uses the Services hereby represents to CompanyBids that he or she is not a minor, is at least over the age of eighteen (18) and may otherwise enter into and form binding contracts under applicable law. To register, you must provide your real name, address, phone number and e-mail address, along with other information that may be required from time to time. 2. Applicable Policies and Guidelines. You agree to abide by the procedures and guidelines for conducting and participating in transactions on the Site, which are contained in the Help Pages and are incorporated by reference into, and made part of, this Agreement. The policies, procedures and guidelines contained in the Help Pages explain the processes and set out acceptable conduct and prohibited practices. These policies, procedures and guidelines may be changed by CompanyBids in the future, and will be effective immediately upon posting, without notice to you. You should regularly refer to the Help Pages to understand the current procedures and guidelines related to the Site. 3. CompanyBids is not an Auctioneer. Although CompanyBids is commonly referred to as an online auction web site, it is important to realize that we are not a traditional "auctioneer." Instead, the Site acts as a venue to allow certain persons and corporations sell and buy certain products or services at anytime, from anywhere, in a variety of pricing formats, including a fixed price format, RFP, RFQ, Classifieds, Trades, and an auction-style format commonly referred to as "online auctions" or "auctions." 4. CompanyBids's Role and Responsibilities. CompanyBids.com features two types of marketplaces, and CompanyBids's role and responsibilities vary in each such marketplace.
5. CompanyBids Payments. CompanyBids currently accepts credit card/debit card payments for orders in the CompanyBids Direct Marketplace and the CompanyBids Merchant Marketplace. CompanyBids honors Visa, MasterCard, Discover and American Express. You warrant that any payment method selected by you when placing a bid shall enable you to make full and immediate payment for the item(s) chosen, if your bid becomes the winning bid. In the event that the chosen payment method does not enable you to make full and immediate payment for any reason, including without limitation insufficient funds or credit decline, CompanyBids may in it sole and absolute discretion cancel your bid. In such case, CompanyBids may in it sole and absolute discretion (but shall not be required to) designate the next highest bidder (meeting the applicable minimum bid or reserve requirements) as the winning bidder. At CompanyBids's sole discretion, but without any obligation, alternate payment methods may be arranged with the product purchaser(s) in the case where a payment method has been declined. 6. CompanyBids Reservation of Rights. CompanyBids retains the right, but does not have the obligation, to immediately halt any auction or product sale, prevent or restrict access to the Site or the Services or take any other action in case of technical problems, objectionable material, inaccurate listings, inappropriately categorized items, auction inaccuracies, product inaccuracies, unlawful items, items, procedures, or actions otherwise prohibited by the procedures and guidelines contained on the Site, or for any other reason in the sole and absolute discretion of CompanyBids, and to correct any inaccurate listing, auction inaccuracies, product inaccuracies, inappropriately categorized items or technical problems on the Site. 7. Your Transactions and Obligations. Bidders and buyers create different obligations by accessing the Site and using the Services.
8. Password Security. Your password may be used only to access the Site, use the Services, electronically sign your transactions and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised you must change your password. 9. Access and Interference. The Site contains robot exclusion headers. Much of the information on the Site is updated on a real time basis and is proprietary of or is licensed to CompanyBids. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose. Additionally, you agree that you will not: (a) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except as otherwise provided herein); (c) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (d) bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site. 10. Illegal Activity
11. Breach. Without limiting other remedies, CompanyBids may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you: (a) if you breach this Agreement or the documents it incorporates by reference; (b) if CompanyBids or any Merchant is unable to verify or authenticate any information you provide to CompanyBids; or (c) if CompanyBids believes that your actions may cause legal liability for you, other CompanyBids users or CompanyBids. 12. Privacy, Monitoring and Disclosure.
13. No Warranties. THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. CUSTOMER'S USE OF AND RELIANCE THEREON ARE AT CUSTOMER'S OWN AND SOLE RISK. CompanyBids MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: o THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;o THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR;
14. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CompanyBids DISCLAIMS ANY AND ALL SUCH WARRANTIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, WHICH YOU OBTAIN FROM CompanyBids OR THROUGH THE USE OF SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. 15. General Release. BECAUSE CompanyBids IS NOT THE SELLER IN TRANSACTIONS BETWEEN BUYERS AND MERCHANTS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE CompanyBids (AND ITS AFFILIATES, AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §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." YOU, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT, AND THAT WITHOUT SUCH WAIVER, THIS AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO BY CompanyBids. 16. Limitation of Liability. CompanyBids WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES WHETHER SUCH DAMAGES ARISE UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. 17. Indemnity. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD CompanyBids AND OUR SUBSIDIARIES, PARENTS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES) ARISING FROM OR IN CONNECTION WITH (A) YOUR BREACH OF THIS AGREEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE; (B) YOUR VIOLATION OF ANY STATE, FEDERAL FOREIGN OR INTERNATIONAL LAWS, CODES OR REGULATIONS; AND/OR (C) YOUR VIOLATION OF ANY THIRD PARTY'S RIGHTS, INCLUDING, BUT NOT LIMITED TO, INFRINGEMENT OF ANY COPYRIGHT, VIOLATION OF ANY PROPRIETARY RIGHT AND INVASION OF ANY PRIVACY RIGHTS. THIS OBLIGATION WILL SURVIVE THE TERMINATION OF THIS AGREEMENT. 18. Applicable Law. The laws of the State of Nevada govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. 19. Arbitration. YOU AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR OUR SERVICES SHALL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY SUCH CONTROVERSY OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. THE ARBITRATION SHALL BE CONDUCTED IN LAS VEGAS, NEVADA, AND JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED INTO ANY COURT HAVING JURISDICTION THEREOF. EITHER YOU OR CompanyBids MAY SEEK ANY INTERIM OR PRELIMINARY RELIEF FROM A COURT OF COMPETENT JURISDICTION IN LAS VEGAS, NEVADA, IF NECESSARY TO PROTECT THE RIGHTS OR PROPERTY OF YOU OR CompanyBids PENDING THE COMPLETION OF ARBITRATION AND YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THESE TERMS AND CONDITIONS. 20. Merchant Disputes. Because CompanyBids is not the seller in the actual transaction between Merchants and buyers and is not the agent of either for any purpose, CompanyBids does not have the duty to resolve and will not be involved in resolving any disputes between participants related to or arising out of any such transaction. 21. Licenses. CompanyBids.com grants a limited license to each participant to make personal use only of the Site and the Services in accordance with this Agreement. This license expressly excludes, without limitation, any reproduction, duplication, sale, resale or other commercial use of the Site and the Services (other than the buying and selling of items in accordance with this Agreement), making any derivative of the Site or the Services, the collection and use of participant e-mail addresses or other participant information, ratings or listings, or any data extraction or data mining whatsoever. 22. Termination. CompanyBids, in its sole discretion, may terminate or modify this Agreement, access to the Site or the Services, or any current transaction immediately without notice for any reason. 23. Copyright. If you believe that you have been defamed in some manner by the CompanyBids Web site or your own work has been copied in a way that constitutes copyright infringement, please provide CompanyBids's Copyright Agent the following information in writing: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest or the person defamed, along with your address, phone number, and email address; (b) a description of the defamatory material, or the copyrighted work that you believe has been infringed, and a description of where the material that you claim is defamatory or infringing your rights is located on the CompanyBids Web site; (c) a statement by you that you have a bona fide, good faith belief that the defamatory activity has occurred or that the use by a third party of your proprietary rights is not permitted by the copyright owner or by law; and (d) a statement that the information provided is accurate and that, under penalty of perjury, you are the allegedly defamed party or the copyright owner or authorized agent to at on the copyright owner's or allegedly defamed person's behalf.
24. General Provision
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