This Subscriber Agreement ("Agreement") sets forth the conditions for the use of BidNet's and the Participating Organization's E-Procurement Service (the "Service"). Use of the Service by the Supplier constitutes the Supplier's acceptance of the terms and conditions of this Agreement.
DEFINITIONS: "Participating Organization" shall refer to any entity that has a current agreement with BidNet for e-procurement services. "Supplier" shall refer to any individual or the company the individual represents, owns or works for that is subscribing to the Service.
NOTIFICATION SERVICE: The Participating Organization shall determine the scope of information, the applicable commodity codes and Suppliers for which notification is intended.
USE OF INFORMATION: The contents of the Service are intended for the sole use of the subscribing Supplier, and may not be resold, or redistributed, or assigned for commercial purposes.
FEES: All fees paid by a Supplier for the Service are non-refundable and do not include any separate charges that may be set forth by the Participating Organization. All returned checks will be subject to a $25.00 service charge.
REGISTRATION: Registration for the Service does not guarantee that the Participating Organization will issue documents that match a Suppliers NIGP codes. Registration also does not automatically qualify the Supplier to bid with the Participating Organization. The Participating Organization may request further information from the Supplier before it issues any bid award or takes any other related action. Supplier registration for the Service does not confer or imply any special consideration toward the Supplier by the Participating Organization. The Participating Organization reserves the right to refuse bids from Suppliers determined by the Participating Organization to be ineligible.
RENEWAL: This Agreement automatically renews, at the end of the original term, for successive periods of the same term unless canceled in writing by Supplier prior to the end of the term renewal date. Notice of changes or non-renewal to our subscription can be accomplished with an electronic notice to BidNet. Renewal prices are subject to change. Renewal of services by Supplier indicates agreement to any Agreement revisions and price changes. In the case of automatic renewal of this Agreement, the applicable Service fee shall be automatically charged on the credit card provided by Supplier.
ELECTRONIC SIGNATURE:Neither BidNet nor participating organization's are under any obligation to confirm the actual identity or authority of any individual user of the Electronic Signature or any component thereof and have no liability for damages or harm supplier may incur from misuse, non-acceptance, delay or restriction in obtaining registration, submitting bids or proposals, receiving instructions or updates, nor for any unavailability, malfunction, cancellation or withdrawal of on-line bidding access or any portion of such service or any device associated with it.
CHANGES IN SUPPLIER INFORMATION: It is the Supplier's responsibility to ensure that the Supplier registration information is current and accurate.
TERMINATION: BidNet may, at its sole discretion, terminate or suspend the Supplier's access to all or part of this Service, for breach of this Agreement.
FORCE MAJEURE: BidNet and the Participating Organization are not responsible for disruption of services due to circumstances beyond their control, including, but not limited to: fire, flood, war, civil unrest, severe weather, disruption of telephone or Internet service, technical or mechanical problems affecting the Supplier's computer or fax equipment, or other unforeseen catastrophes.
VENUE: This Agreement shall be governed by the laws and regulations of the State of New York.
ATTORNEY'S FEE: In the event of litigation, the prevailing party shall be entitled to receive reasonable attorney's fees and costs.
WARRANTY: BidNet shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in BidNet's community, and will provide a standard of care equal to service providers on similar projects. Should a Supplier perceive that BidNet has breached this warranty, the Supplier shall so notify BidNet in writing, and BidNet shall use responsible diligence to remedy such breach within thirty (30) days of receipt of the Supplier's notice. Should BidNet fail to remedy within that time, the Supplier shall be entitled to a reasonable abatement of fees hereunder. Except as provided in this paragraph, all services are delivered without warranty of any kind, including, without limitation, any warranty of title, merchantability, or fitness for a particular purpose.
LIMITATION OF LIABILITY: In no event, including but not limited to performance or non-performance by BidNet or the Participating Organization, shall BidNet or the Participating Organization be liable to a Supplier, for any amount in excess of the fees actually paid by the Supplier to BidNet for services hereunder. In no event shall BidNet or the Participating Organization be liable for direct, special, incidental or consequential damages, including, without limitation, loss of profits or interruption of business, whether such damages are alleged in sort, contract, indemnity, or otherwise, even if BidNet or the Participating Organization have been apprised of the possibility of such damages.
Further, because BidNet is not involved in the actual transaction between Participating Organizations and Suppliers, BidNet will not become involved in, or accept liability for disputes among Participating Organizations and Suppliers. By registering for the Service, Suppliers agree to release BidNet (and it's officers, directors, agents, subsidiaries and employees), from all actions, damages (actual and consequential), judgements, levies, executions, liabilities, losses, expenses, and other cost disputes with one or more other Participating Organizations or Suppliers.
ENTIRE AGREEMENT: These terms and conditions shall constitute the entire Agreement between BidNet and the Supplier and they shall supersede all prior discussions, negotiations, or representations made by the parties.
