Master Subscription Agreement
PQBIDS® TERMS OF USE:
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS YOU OR YOUR SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE I DECLINE BUTTON AND MAY NOT USE THE SERVICE. BY CLICKING THE I ACCEPT BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE AGREEMENT) GOVERNING YOUR USE OF PQBIDS ONLINE SERVICE (THE SERVICE).
Welcome
As part of the Service, PQBIDS will provide you with use of the PQBIDS.com Service, including a browser interface, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the PQBIDS.com website incorporated by reference herein.
1. License Grant & Restrictions
PQBIDS hereby grants you a non-exclusive, non-transferable right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by PQBIDS and its licensors.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet links to the Service or frame or mirror any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. (d) The system allows for unlimited logins within the Company, using the same Company name. Company cannot share the system with another company or use another companys name in the Admin Company data field.
2. Your Responsibilities
As the primary user, you are responsible for all activity occurring by all Users within your company and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data, and the sending of unsolicited email or faxes. You will not use the service in any way for spamming, chain letters, illegal fax broadcasting or distribution lists to any person who has not given specific permission to be included in such. You agree not to transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind. You will only use the Service for lawful purposes, in compliance with all applicable laws including, without limitation, copyright, trademark, obscenity and defamation laws, and the Telemarketing Restrictions (as hereinafter defined). Unlawful activities may include (without limitation) storing, distributing or transmitting any unlawful material, attempting to compromise the security of any networked account or site, or making direct threats of physical harm. You hereby agree to defend and indemnify PQBIDS against any claim or action that arises from your use of the Service in an unlawful manner or in any manner inconsistent with the restrictions and policies stated herein. You shall: (i) notify PQBIDS support personnel immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to PQBIDS immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another PQBIDS user or provide false identity information to gain access to or use the Service.
3. Account Information and Data
PQBIDS has the right to access any data, information or material that you submit to the Service in the course of using the Service (Customer Data). PQBIDS will not sell your data to any third party company. You, not PQBIDS, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and PQBIDS shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. PQBIDS reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and PQBIDS shall have no obligation to maintain or forward any Customer Data.
4. Intellectual Property Ownership
PQBIDS alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the PQBIDS Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This includes form layouts requested by you for Bid Invitations, Addenda, Proposals, Memos, etc., which will become part of the system and made available to all licensed users.
This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the PQBIDS Technology or the Intellectual Property Rights owned by PQBIDS.
5. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be the setup fee (if applicable), due 15 days after original order date. The second billing will be equal to the number of total Users during the billing period times the User license fee currently in effect (prorated as necessary for partial usage). Payments may be made annually, monthly, or quarterly, consistent with the Initial Term, or as otherwise mutually agreed upon. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide PQBIDS with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add licenses by adding additional Users. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be prorated. Upon renewal of term, PQBIDS reserves the right to modify its fees and to introduce new charges, upon at least 30 days prior notice to you, which notice may be provided by e-mail.
6. Excess Data Storage Fees
The maximum disk storage space provided to you at no additional charge is shown on your License Agreement. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. PQBIDS reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.
7. Billing and Renewal
PQBIDS may charge and collect in advance for use of the Service. PQBIDS will automatically renew and bill your credit card or issue an invoice to you (a) every month for monthly licenses or fax fees, (b) every quarter for quarterly licenses or fax fees, (c) each year on the subsequent anniversary for annual licenses or fax fees, or (d) as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User licenses times the then-current license fee in effect at the time of renewal. Fees for other services will be charged on an as-quoted basis. PQBIDS fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on PQBIDS income.
You agree to provide PQBIDS with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, PQBIDS reserves the right to terminate your access to the Service in addition to any other legal remedies.
Unless PQBIDS in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes (U.S. Customers); (ii) all other entities will be billed in U.S. dollars or local currency and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of PQBIDS (Non-U.S. Customers). Faxes to numbers outside the U.S. and Canada will be at the then-current long distance phone/fax rates of PQBIDS.
If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
8. Non-Payment and Suspension
In addition to any other rights granted to PQBIDS herein, PQBIDS reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to a $5 late fee or interest of 2% per month, whichever is more, on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or PQBIDS initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that PQBIDS may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
PQBIDS reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that PQBIDS has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 45 days or more delinquent.
9. Termination upon Expiration/Reduction in Number of Licenses
This Agreement commences on the Effective Date. The Initial Term is one year, or as otherwise mutually agreed upon, commencing on the date you agree to pay for the Service by completing the online subscription form, License Agreement, or otherwise. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at PQBIDS as then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (15) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), PQBIDS will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that PQBIDS has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
10. Termination for Cause
Any breach of your payment obligations or unauthorized use of the PQBIDS Technology or Service will be deemed a material breach of this Agreement. PQBIDS, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, PQBIDS may terminate a free account at any time in its sole discretion. You agree and acknowledge that PQBIDS has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
11. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. PQBIDS represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online PQBIDS help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
12. Indemnification
You shall indemnify and hold PQBIDS, its licensors and each such partys parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that PQBIDS (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release PQBIDS of all liability and such settlement does not affect PQBIDS as business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
13. Disclaimer of Warranties
PQBIDS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. PQBIDS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OTHER THAN ITS 30 DAY SATISFACTION GUARANTY, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN AS IS BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY PQBIDS AND ITS LICENSORS.
14. Internet Delays
PQBIDS AS SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PQBIDS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
15. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY AS AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY AS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
17. Notice
PQBIDS may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in PQBIDS as account information, or by written communication sent by first class mail or pre-paid post to your address on record in PQBIDS as account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to PQBIDS (such notice shall be deemed given when received by PQBIDS) at any time by any of the following: letter sent by confirmed facsimile to PQBIDS at the following fax numbers (whichever is appropriate): (844)414-9062; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to PQBIDS at the following address: PQBIDS, P.O. Box 5968, Huntington Beach, CA 92615, addressed to the attention of: Chief Financial Officer.
18. Modification to Terms
PQBIDS reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
19. Assignment
This Agreement may not be assigned by you without the prior written approval of PQBIDS but may be assigned without your consent by PQBIDS to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
20. General
With respect to U.S. Customers, this Agreement shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Orange County, California. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and PQBIDS as a result of this agreement or use of the Service. The failure of PQBIDS to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by PQBIDS in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and PQBIDS and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to support@pqbids.com