THE FOLLOWING DESCRIBES THE TERMS AND CONDITIONS UNDER WHICH BIDCORP.COM OFFERS YOU ACCESS TO ITS SERVICES. BY USING BIDCORP.COM’S SERVICES, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. THE TERMS OF THIS AGREEMENT ARE FROM TIME TO TIME AMENDED. EACH TIME YOU LOG-ON YOU AGREE TO THE FOLLOWING CURRENT TERMS AND CONDITIONS.

By clicking the button below marked "Yes, I agree" on the "Accept Contract" page, or by installing or using the services, or by signing a copy of this agreement you agree to be bound by the terms of this Agreement. If you do not agree to all of the terms and conditions of this agreement, do not use the services.

BidCorp.com is available only to persons, business or government entities that, with an e-mail address that can enter into legally binding contracts under applicable law. If User does not qualify under the foregoing, User may not use these services. By accepting this Agreement, you represent and warrant that you are legally competent to enter into this contract and further if you are entering into this Agreement for a business or government entity, you represent and warrant that you are fully authorized and empowered by said entities’ controlling and governing body to enter into this Agreement for said entity and to legally bind said entity. If you do not have authority from the entity you are contracting for, or your entity is not legally formed or organized, you will have "personal" contractual liability under this Agreement.

BidCorp.com acts as an electronic market place for buyers and sellers. The site acts as the venue for sellers and buyers. BidCorp.com is not involved in the actual transaction between buyers and sellers. As a result, we have no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to buy items. We cannot ensure that a buyer or seller will actually complete a transaction. BidCorp.com is not a party to the buy-sell contract between the buyer and the seller. BidCorp.com is not therefore, liable to either buyer or seller for any claim of breach of contract or breach of warranty.

Because User authentication on the Internet is difficult, BidCorp.com cannot and does not confirm each User’s purported identity. Thus, we have established a User-initiated feedback system to help you evaluate with whom you are dealing. We also encourage you to communicate directly with potential trading partners. You may also wish to consider using a third party escrow service or services that provide additional User verification. BidCorp.com does not approve, pre-approve or screen any Users of this site. Each party contracts with another party at their own risk.

We do not control the information provided by other Users which is made available through our system. You may find other User’s information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe trading when using our site. Please note that there are also risks of dealing with foreign nationals, underage persons or people acting under false pretense.

BidCorp.com cannot and does not control whether or not sellers will complete the sale of products or services they offer or buyers will complete the purchase of products or services. You should conduct your own independent research to investigate the information placed on BidCorp.com by its Users and Bidders, and obtain independent professional advice, as you deem appropriate. In addition, note that there are risks of dealing across national borders, with underage persons, or with people acting under false pretense. Because User authentication on the Internet is difficult, BidCorp.com cannot and does not confirm that Users are who they claim to be.

Joining and bidding on items at BidCorp.com can be free depending on the pricing models selected at registration. Our Fee Structure is available and is incorporated herein by reference. BidCorp.com may change its Fee Structure from time to time. Utilization of the internet services provided subjects the User to the current fee structure. Our changes to the policy are effective thirty (30) days after posting the changes on the announcements board on the internet. However, we may choose to temporarily change our Fee Structure and the fees for our services for promotional events (for example, free listing days) and such changes are effective when we post the temporary promotional event on the announcements board. When you list an item you have an opportunity to review and accept the fees that you will be charged for the use of our listing services. We may in our sole discretion change some or all of our services at any time. In the event we introduce a new service, the fees for that service are effective immediately at the launch of the service. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees associated with using our service and our website and all applicable taxes. Once you are registered and have selected a pricing model, you have 30 days in which to change to another pricing model. After 30 days, you must use the pricing model last selected for the remainder of the one year term.

Listing Members are not required to pay any fees to register and use the BidCorp.com website. Should the Listing Member choose to use the BidCorp.com System to create a BidCorp.com ASP Website, there is an annual subscription fee that is charged. The Fee Structure page has a detailed breakdown of the ASP Website charges.

RFP LISTINGS FEES

RFP PRICING MODEL "A"

BidCorp.com does not charge Listing Members who purchase through the BidCorp.com RFP Service under pricing model "A". Successful Bidders shall pay to BidCorp.Com a sum equal to (.5%) one half of one percent of the amount agreed to be paid to the Successful Bidder by a Listing Member as the result of the bid letting conducted on the BidCorp.com RFP Service, or the total amount of the contract awarded. The minimum fee charged is fifty dollars- ($50.00) and the maximum fee charged is two hundred fifty dollars ($250.00) per listing. Unless otherwise stated, all fees are quoted in U.S. Dollars. In addition, The Successful Bidder is responsible for paying all applicable taxes and costs the Successful Bidder incurs to use the BidCorp.com RFP Service. BidCorp.com may in its sole discretion add, delete, or change some or all of the BidCorp.com RFP service or its functionality, or change the applicable fees for using the BidCorp.com RFP service, at any time. Fees to BidCorp.com shall be due and payable from the Successful Bidder (30) thirty days after the Listing Member awards a contract to the Successful Bidder or a Listing Member conducts a transaction to purchase from the Successful Bidders catalogue or blanket contract. Under no circumstances is the fee charged to the Successful Bidder to be charged back to the Listing Member directly. The fees should be contemplated and factored into the every Bidder’s proposal as an expense that cannot be billed to the Listing Member.

RFP PRICING MODEL "B"

For Listing Members who wish to pay for the Successful Bidder's fees, this can be done by selecting pricing model "B". Under pricing model "B", the Listing Member is charged an annual fee. The fee covers any and all charges that would otherwise be due and payable by the Successful Bidder under pricing model "A". For a schedule of pricing model "B" charges, please refer to the Fee Schedule page.

BidCorp.com does not charge Listing Members to list auction items. BidCorp.com does not charge Bidders to register and bid on auction items. A fee is assessed only when a Listing Member successfully sells an auction item. The fee charged for the Auction Service is 5% of the sale price. There is no minimum or maximum fee. The Listing Member pays all fees. All fees charged are based on the currency in which the transaction is facilitated. Fees are due within thirty (30) days of the close of a successful auction. Under no circumstances should the Listing Member add the Auction Service Fee to the sale price agreed to by the Successful Bidder.

BidCorp.com charges a $200 yearly fee for access to the Government Contract Database. This fee covers unlimited contract uploads and downloads.

If your bid is the highest bid, and it exceeds reserve requirements and your bid is accepted by the Listing Member, you are obligated to complete the transaction with the Listing Member unless the transaction is prohibited by law or by this Agreement. By bidding on an item you agree to be bound by the conditions of sale included in the item’s description (or linked to from the description) so long as those conditions of sale are not in violation of this Agreement or unlawful. Bids are not retractable except in exceptional circumstances such as when the Listing Member materially changes the item’s description after you bid a clear typographical error is made, or you cannot authenticate the Listing Member’s identity.

Listings may only include text descriptions, graphics and pictures you supply to our site (or that you link to from our site) that describe your item for sale (or as appropriate, for which are soliciting offers to buy). All listed items must be listed in an appropriate category.

If you receive at least one bid at or above your stated minimum price (or in the case of reserve auctions, at or above the reserve price), you are obligated to complete the transaction with the highest bidder upon the auction’s completion, unless there is an exceptional circumstance, such as: (a) the bidder fails to meet the terms of your listing (such as payment method), or (b) you cannot authenticate the bidder’s identity. Based upon the terms of this Agreement and particular conditions of each bid, the Bidder or Listing Member may have a breach of contract claim against you if you fail to complete the sale.

Without limiting any other remedies, BidCorp.com may suspend or terminate your account if you are found (by conviction, settlement, insurance or escrow investigation, or otherwise) to have engaged in fraudulent activity in connection with our site.

Neither bidders nor sellers may manipulate the price of any item nor may you interfere with other User’s listings or auctions.

BidCorp.com will invoice Listing Members for the percentage agreed to in this contract for all closed auctions that received at least one bid. The Listing Member is responsible for making payment to BidCorp.com for the amount stated in the invoice within 30 days.

You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information. With respect to Your Information:

Your Information (or any items listed therein): (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen items; (c) shall not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (I) shall not be obscene; (g) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with surreptitiously intercept or expropriate any system, data or personal information; (h) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; and (i) shall not link directly or indirectly to or include descriptions of goods or services that: (as) are prohibited under this Agreement; (bb) are identical to other items you have up for auction but are priced lower than you item’s reserve or minimum bid amount; (cc) are concurrently listed for auction on a web site other than BidCorp.com’s; or (dd) you do not have a right to link to or include. Furthermore, you may not list any item on our site (or consummate any transaction that was initiated using our service) that, by paying to us the listing fee or the final value fee, could cause us to violate any applicable law, statute, ordinance or regulation, or that violates our current Prohibited, Questionable and Infringing Items.

Solely to enable BidCorp.com to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright and publicity rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to your information. This right shall only extend during the term of the contract, and for thirty (30) days thereafter. BidCorp.com will only use Your Information in accordance with our Privacy Policy.

Listing Members may not manipulate the price of their product or service, either by using a shill (either a secondary account or third party), by bidding themselves, or by any other means. User may not consummate a transaction outside of the BidCorp.com that occurs using BidCorp.com to avoid fees. User may not use any device, software, or routine to interfere or attempt to interfere with the proper working and security of the BidCorp.com RFP Service, Auction Service or any transaction being conducted on the BidCorp.com. User may not take any action, which imposes an unreasonable or disproportionately large load on the BidCorp.com RFP Service’s infrastructure. User may not disclose to or share its BidCorp.com login or password with any third parties or use its BidCorp.com login or password for any purpose not permitted by these Terms and Conditions of Use.

The BidCorp.com website, database, and other content including, without limitation, text, graphics, software and all HTML, CGI, ASP and other codes and scripts in any format used to implement the Site is copyrighted and protected by United States copyright laws. User may print and download portions of the materials contained on the BidCorp.com web site for User’s non-commercial use provided User maintains the copyright notice and any other notices that appear on any such copies. Any other copying, redistribution, publication or retransmission of any portion of the materials on the BidCorp.com website is strictly prohibited without the express written permission of BidCorp.com, User agrees not to change or delete any proprietary notices from any materials copied from BidCorp.com website. All information generated as a result of establishing or operating the BidCorp.com website shall be the property of BidCorp.com and may be sold, distributed or otherwise disseminated by BidCorp.com for any purpose whatsoever, provided BidCorp.com shall not sell, distribute or otherwise disseminate specific information about Listing Members and Bidders in such a way that would identify the Listing Member or Bidder, expect to the extent authorized in writing by the Listing Member or Bidder.

The BidCorp.com web site may contain links to third-party websites that are not under the control or operation of BidCorp.com. BidCorp.com provides any such links only as a convenience and does not endorse and is not responsible for the contents of any linked site or any site linked to from a linked site. BidCorp.com does not warrant of guarantee any product or service offered through any such websites and will not be a party to any transaction between you and the providers of any third-party product or service, or be liable for any cost or damages arising either directly or indirectly from any action or inaction by those parties’ providers.

Our web site contains robot exclusion headers and you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the BidCorp.com site or any auction being conducted on our site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our site is updated on a real time basis and is proprietary or is licensed to BidCorp.com by our Users or third parties. You agree not to copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from our website.

BidCorp.com is in the process of implementing a Listing Member Feedback and Bidder Feedback area. The purpose of this feature is to provide a value to both the Listing Member and the Bidder. You acknowledge that your feedback consists of comments left by other Users and a composite feedback number compiled by BidCorp.com, and that the composite number without comments does not convey your full User profile. By accepting this Agreement you agree that BidCorp.com is a venue only, and is not responsible for the text or numerical ratings entered by other Listing Members or Bidders into your profile.

Without limiting other remedies, we 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 we are unable to verify or authenticate any information you provide to us; or (c) if we believe that your actions may cause legal liability for you, our Users or us.

BidCorp.com’s Privacy Policy is a separate document than this agreement. By accepting this Agreement, you acknowledge that you have read and agree to the terms of BidCorp.com’s Privacy Policy.

WE AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights which vary from state to state.

IN NO EVENT SHALL BIDCORP.COM OR ITS SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ITS SITE, OR INTERNET AND LISTING SERVICES PROVIDED, OR THIS AGREEMENT ,HOWEVER ARISING, INCLUDING NEGLIGENCE.

Our liability, and the liability of our suppliers, to you or any third parties in any circumstance is limited to the greater of:a) the amount of fees you pay to us in the 12 months prior to the action giving rise to liability. and (b) $100. Some states do not allow the limitation of liability, so the foregoing limitation may not apply to you.

You agree to indemnify and hold us and our subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorney fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of our service and your bidding on, listing, purchase, solicitation of offers to purchase, and sale of items.

You and BidCorp.com are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Except as explicitly stated otherwise, any notices shall be given by postal mail to ATTN: LEGAL DEPT, BidCorp.com, Inc., 39293 Plymouth Road, Suite 102B, Livonia, MI 48150 or to the email address you provide to BidCorp.com during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to BidCorp.com during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

ARBITRATION

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 Novi, Michigan, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or BidCorp.com may seek any interim or preliminary relief from a court of competent jurisdiction in Novi, Michigan necessary to protect the rights or property of you or BidCorp.com pending the completion of arbitration.

Agreement- This document is referred to as "Agreement" and "User Agreement" and "Contract" interchangeably throughout this document.

Listing Member- This is public entity or pseudo-public entity that registers as a Listing Member with BidCorp.com. Listing Members are authorized to list auction items and RFP Listings. They will also be authorized to add listings to the database. Listing Members act as the buyer when they are posting an RFP. The Listing Member acts as the seller when they are listing an auction item for sale. Listing Members can bid on other Listing Member’s auction items

Successful Bidder- In the RFP Service, the Successful Bidder is the vendor who is awarded and signs a contract with the Listing Member. This may or may not be the low bidder for the listing. In the Auction Service, the Successful Bidder is the highest bidder for the auction item.

User- Any person, agency or entity who uses BidCorp.com’s internet based services.

Your Information- Any information you provide to us or other Users in the registration, bidding or listing process, in any public message area (including the feedback area) or through any email feature.