This is a legal agreement between you, the Listing Member ("You" or "Company") and BidCorp.com, Inc., a Michigan corporation ("BidCorp.com") regarding the provision of BidCorp.com's proprietary online rfp and auction services (the "Services"). 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 printed copy of this Agreement, You agree to be bound by the terms of this BidCorp ASP Website Agreement (the "Agreement").

A "Listing Member" is any public entity that registers as a Listing Member at BidCorp.com.

1. SERVICES PROVIDED. During the Term (as defined in Section 6), and subject to the terms of this Agreement, BidCorp.com will provide its proprietary online rfp and auction functionality (the "Services") to You to establish Your BidCorp ASP Website and include your listings on the central BidCorp.com website, if applicable. BidCorp ASP Website and BidCorp.com will be hosted on the BidCorp.com system ("BidCorp.com System"). During the registration process, You will designate whether You want Your BidCorp ASP Website to be either (i) located at a unique designated Uniform Resource Locator hosted on the BidCorp.com System and branded with Your logo in a manner that will enable Your users ("Users") to access and navigate Your auction items directly on the BidCorp.com System; or (ii) hosted on the BidCorp.com System, framed with Your logo and navigation bar, and seamlessly integrated into Your site on the World Wide Web, at the Uniform Resource Locator set forth on the registration page ("Your Site") in a manner that will enable Your Users to access the BidCorp.com System and navigate Your auction items without leaving the Your Site.

1.1 SETTING UP THE BIDCORP ASP WEBSITE. Subject to the terms of this Agreement, BidCorp.com will provide the Services hosted on the BidCorp.com System to enable You to establish Your BidCorp ASP Website and You will use Your best efforts to undertake the development work required, if necessary, to integrate the BidCorp.com System into Your Site. You will be responsible for listing your requests for proposals, bids, or qualifications as well as offering and selling Your products and services featured on Your BidCorp ASP Website, including without limitation, order taking and fulfillment, shipping, transaction processing, invoicing, product returns or replacement, customer services, and payment of any taxes and charges. You and BidCorp.com will cooperate as necessary in order to establish and maintain the BidCorp ASP Website.

1.2 POSTING RFP AND AUCTION ITEMS AND CONTENT ON THE BIDCORP.COM SYSTEM. Throughout the Term, You will list rfp and auction items and Content (as defined in Section 3.1) on the BidCorp.com System solely in accordance with BidCorp.com's rules, policies, and operating procedures which may be changed at any time at BidCorp.com's sole discretion without notice. All such posting will be subject to the terms of BidCorp.com's User Agreement which is available on the BidCorp.com System and which contains the terms and conditions under which You or any of Your customers may use the Services ("User Agreement"). You, as a "seller" on the BidCorp.com System for auctions and as the "buyer" for rfp’s, agree to abide by the terms of the BidCorp.com User Agreement.


1.3 LICENSE. BidCorp.com hereby grants to You a nonexclusive, nontransferable, non-assignable, non-sublicensable, terminable, limited license to use, display and transmit the BidCorp ASP Website solely in accordance with the terms and conditions of this Agreement.

2. PAYMENTS OF FEES. In consideration for the Services provided hereunder, You will pay all fees ("Fees") as set forth in the BidCorp ASP Website Pricing Plan ("Pricing Plan") which You selected during the sign-up process. BidCorp.com will send an audit sheet detailing your activity that you are required to promptly complete. This audit sheet is for tracking the rfp and auction transactions and for determining the amount of Fees due to BidCorp.com by You and/or your vendors in accordance with Your selected Pricing Plan. During the Term of this Agreement, BidCorp.com will send a monthly statement of activity and invoice beginning on the date which is 30 days from the Effective Date of this Agreement and approximately every 30 days thereafter for all Fees, which amount may be charged against the Credit Card You or your vendors may have provided during the registration process. The applicable annual subscription fee due under Your Pricing Plan will be assessed on the Effective Date of this Agreement ("Effective Billing Date"). Future annual subscription fees will be due on the Agreement’s Renewal Date. Your contract Renewal Date (the "Renewal Date") is same month and day as your Effective Date in subsequent years. Any amounts not paid when due hereunder shall accrue interest at the rate of one and one and one-quarter percent (1.25%) per month, subject to any maximum rate set by applicable state law.

2.1 CHANGE IN YOUR PRICING PLAN. You may change Your Pricing Plan at any time within the first 30 days after the Effective Date of Your Agreement. Any change in Your Pricing Plan after 30 days will not become effective until the first day of your next Effective Billing Date.

3. RESPONSIBILITY FOR WEBSITE MAINTENANCE & CONTENT. You will be solely responsible for the development, operation and maintenance of the Your Site and for all Content provided on the Your Site. Such responsibilities include, but are not limited to: (i) the technical operation of the Your Site and all related equipment and technology; and (ii) the accuracy and appropriateness of Your Content (as defined in Section 3.1). BidCorp.com will be solely responsible for the development, operation and maintenance of the BidCorp.com System and for all BidCorp.com Content provided on the BidCorp.com System. Such responsibilities include, but are not limited to (i) the technical operation of the BidCorp.com System and all related equipment and technology; (ii) the design, layout, and color of all pages on the BidCorp.com System (excepting only the design and color chosen by You utilizing the when working with BidCorp.com to build your BidCorp ASP Website; (iii) the placement of the "Powered by BidCorp.com" mark on the bottom of every page of the BidCorp ASP Website; and (iv) all policies, terms and conditions governing the Users of the BidCorp.com System, as posted on the BidCorp.com System, and as may be amended by BidCorp.com from time to time.

3.1 CONTENT. "Content" means, as applicable, the BidCorp.com Content and the Your Content. "BidCorp.com Content" means proprietary content and materials of BidCorp.com contained on the BidCorp.com System and includes content created by BidCorp.com, its employees or other persons contractually bound to BidCorp.com to create such content. In no event will the term "BidCorp.com Content" be deemed to include any content created or transmitted by You, registered users of the BidCorp.com System or Your Users. "Your Users" include anyone who accesses information on Your Site or the BidCorp.com System who is not a registered user of BidCorp.com. "Your Site" is any page, file, document, graphic, link, or other item posted or accessible over the internet that was not created by, managed or hosted by BidCorp.com or the BidCorp.com System. "Your Content" means all content and materials contained on the Your Site, all content and materials uploaded by You to the BidCorp.com System, and the BidCorp ASP Website and will include content and materials created by You and Your employees or other persons contractually bound to You to create such content. In no event will the term "Your Content" be deemed to include any content created by BidCorp.com.

3.2 WARRANTY. In addition, each party represents and warrants that its Content (i) does not violate any law, rule or regulation, or the terms of the User Agreement on the BidCorp.com System; (ii) does not infringe upon the rights of any third party (including, without limitation, copyright, trademarks, privacy or other personal or proprietary rights); and (iii) is not libelous or otherwise illegal. Each party disclaims all liability for all such matters with respect to the other party's Site and Content. Further, each party (the "Indemnifying Party") will indemnify and hold the other party harmless from all claims, damages and expenses (including, without limitation, attorneys' fees) arising out of the Indemnifying Party's breach of this warranty.

4. POLICIES CONCERNING BIDDERS USING YOUR BIDCORP ASP WEBSITE. Bidders are registered on the BidCorp.com System as corporate or individual Bidders ("Bidders"). All Bidders making purchases and responding to RFP Listings on the BidCorp.com System, including Users who access the BidCorp.com System through Your BidCorp ASP Website, will be deemed to be users of the BidCorp.com System, and will be subject to the BidCorp.com User Agreement. All information collected by BidCorp.com about customers (including but not limited to the name, address, and e-mail address of such customers) who register on the BidCorp.com System, including Bidders responding to rfp or auction listings through Your BidCorp ASP Website, will be owned solely by BidCorp.com. You may impose additional terms and conditions on Users of Your BidCorp ASP Website, provided that they do not conflict with BidCorp.com's User Agreement or Privacy Policy. BidCorp.com may change its policies and operating procedures at any time in BidCorp.com's sole discretion without notice.

5. TRADEMARKS & PROPRIETARY RIGHTS. The Services, the BidCorp ASP Website and the BidCorp.com Marks are protected by United States copyright, trademark and other intellectual property laws and international treaty provisions. Unauthorized copying of the BidCorp ASP Website or any portion of the Services in whole or in part is expressly forbidden. BidCorp.com retains all right, title, and interest in the BidCorp ASP Website, the BidCorp.com Marks and the Services. Subject to the terms and conditions of this Agreement, BidCorp.com grants to You a non-exclusive, non-transferable, non-sublicensable, terminable license to use, reproduce and display all logos, trademarks, trade names and similar identifying material relating to BidCorp.com (the "BidCorp.com Marks") solely in connection with the promotion, marketing and distribution of the BidCorp ASP Website. Subject to the terms and conditions of this Agreement, You grant to BidCorp.com a non-exclusive non-transferable, non-sub-licensable, terminable license to use, reproduce and display all logos, trademarks, trade names and similar identifying material relating to You (the "Company Marks") in the BidCorp.com System or in order for BidCorp.com to identify You as a customer of BidCorp.com. BidCorp.com reserves the right to remove any Content on the BidCorp.com System, which allegedly infringes another person's copyright. Notices to BidCorp.com regarding any alleged copyright infringement on the BidCorp.com System should be directed to BidCorp.com's General Counsel's Office Attn: support@bidcorp.com.

6. TERM AND TERMINATION. The term will commence as of the Effective Date and continue for one year (the "Term"). You must terminate this Agreement by sending an e-mail to support@bidcorp.com 30 days prior to the Renewal Date. Your request for termination will be processed during the hours of 8am to 5pm EST, Monday through Friday, excepting national holidays, and will become effective on your upcoming Renewal Date. Unless terminated pursuant to Section 7 of the User Agreement, BidCorp.com will notify You of its intent to terminate this Agreement by sending You an e-mail notice to the e-mail address You provided to BidCorp.com and such termination will become effective upon the date set forth in the notice. Upon termination of this Agreement, You will be required to close any active lots posted on Your BidCorp ASP Website and You will be obligated to pay all Fees with respect to all Services and transactions which occurred during the Term, and all amounts earned through the date of termination will remain payable to BidCorp.com. You will be obligated to pay the full amount of any annual subscription fee due under Your Pricing Plan for any full and partial months prior to the effective date of termination. Except as otherwise provided in this Agreement, upon such effective date of termination, each party's rights and obligations hereunder will terminate; provided, however, that the rights and obligations of the parties under Sections 2, 3, 4, 5, 6, 7 and 8 hereof will survive any such expiration and termination.

7. LIMITATION OF LIABILITY & DAMAGES. BIDCORP.COM PROVIDES THE SERVICES AND THE BIDCORP ASP WEBSITE "AS IS" WITH NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. BIDCORP.COM MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY ITEMS SOLD THROUGH THE BIDCORP.COM SYSTEM, OR WITH RESPECT TO THE LEGITIMACY OF ANY PURCHASERS ON THE BIDCORP.COM SYSTEM, OR ANY PRODUCTS OR SERVICES PURCHASED, OR ANY RELATED RFP OR AUCTION SERVICE SUCH AS THE BIDCORP ASP WEBSITE, OR WITH RESPECT TO ANY TECHNOLOGY, BUSINESS MODEL OR CONTENT PROVIDED HEREUNDER. BIDCORP.COM EXPRESSLY DISCLAIMS THE WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. IN ADDITION, BIDCORP.COM MAKES NO REPRESENTATION THAT THE OPERATION OF THE BIDCORP.COM SYSTEM OR THE BIDCORP ASP WEBSITE OR BIDCORP.COM WILL BE UNINTERRUPTED OR ERROR FREE, AND BIDCORP.COM WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

7.1 EXCLUSION OF DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE OR LOST PROFITS, OR, IN THE CASE OF BIDCORP.COM, ANY IMPAIRMENT OR DEGRADATION OF SERVICE OR OPERATION OF THE BIDCORP.COM SYSTEM, OR ANY RELATED RFP OR AUCTION SERVICE SUCH AS THE BIDCORP ASP WEBSITE OR BIDCORP.COM, OR OTHERWISE ARISING FROM PERFORMANCE OR NONPERFORMANCE OF ANY PROVISION OF THIS AGREEMENT, EVEN IF SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 LIMITATION OF DAMAGES. IN NO EVENT SHALL BIDCORP.COM BE LIABLE TO YOU FOR AN AMOUNT IN EXCESS OF THE AMOUNTS ACTUALLY PAID TO BIDCORP.COM HEREUNDER DURING THE TWELVE MONTH TIME PERIOD PRECEDING THE EVENT GIVING RISE TO DAMAGES.

8. MISCELLANEOUS. This Agreement will be governed in all respects by the laws of the State of Michigan as such laws are applied to agreements entered into and to be performed entirely within Michigan between Michigan residents, without regard to conflicts of laws principles. Any controversy or claim arising out of or relating to this Agreement will 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. 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 BidCorp.com pending the completion of arbitration. You and BidCorp.com hereby submit to the in personam jurisdiction of the federal district court and the state district court located in Novi, Michigan. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck or modified and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. BidCorp.com's failure to act with respect to a breach by You or by others does not waive BidCorp.com's right to act with respect to subsequent or similar breaches. This Agreement does not constitute either party an agent, legal representative, joint venturer, partner or employee of the other for any purpose and no party is authorized to make any contract, agreement, warranty or representation or to create any obligation, express or implied, on behalf of the other party. You may not assign this Agreement without the prior written consent of BidCorp.com. Except for payments due hereunder, neither party will be liable to fulfill its obligations hereunder, or for delays in performance, due to causes beyond its reasonable control, including, but not limited to, acts of God, acts or omissions of civil or military authority, fires, strikes, floods, epidemics, riots, or acts of war. In the event of a conflict or inconsistency between this agreement and the User Agreement, the terms of the User Agreement shall prevail. This Agreement sets forth the entire understanding and agreement between You and BidCorp.com with respect to the subject matter hereof.

9. CHANGE TO TERMS AND CONDITIONS. BidCorp.com will notify you of any additions or changes to these Terms and Conditions via e-mail at least thirty (30) days before their effective date. Your use of Services after the effective date of such change will constitute acceptance of such additional or changed Terms and Conditions.

10. BIDCORP.COM CONTACT INFORMATION. If You have any questions concerning these terms and conditions, or if You would like to contact BidCorp.com for any other reason, please contact:

Customer Service
BidCorp.com, Inc.
39293 Plymouth Rd, Suite 102B

Livonia, MI 48150
support@bidcorp.com
888-525-7971