Service Provider Agreement

 

 

 

 

 

 

Service Provider Agreement

THIS AGREEMENT (hereinafter the "Agreement") is made by and between Bidabuilder.com, INC. d/b/a Bidabuilder.com, located at 14243 US Hwy One Juno Beach, Fl 33408 (hereinafter"Bidabuilder") and the person or entity that seeks to offer its construction-related services through Bidabuilder's website, having previously provided data and information through the Contractor Sign Up Pages of the website (hereinafter "Service Provider") and is effective upon the date of execution, as defined herein.

Whereas Bidabuilder is in the business of developing job leads for building and service professionals, contractors, handyman services, and those who participate in other construction-related industries and services.

Whereas Bidabuilder operates a website dedicated to assisting customers in locating construction service providers who provide services that match their services needs and that operate within their geographic area.

Whereas Bidabuilder gives Service Providers the opportunity to bid for such job opportunities, and to participate in other internet-based activities.

WHEREFORE in accordance with the recitals stated above, which are incorporated herein, and in consideration of the covenants stated hereinafter, it is mutually agreed as follows, to wit:

1. Scope of Services. Bidabuilder provides a internet-based marketplace and bulletin board designed to bring Service Providers in the construction industry and related industries into contact with customers seeking their services. Bidabuilder does not provide construction or repair services, nor does it have any association or relationship with any Service Provider, apart from the narrow web-based services defined within this Agreement. In return for consideration received from the Service Provider, and in accordance with the terms and conditions incorporated herein, Bidabuilder agrees to list the Service Provider within its website, to make the Service Provider's profile available to those seeking services within the Service Provider's scope of services and geographic service area, and to allow the Service Provider to bid upon projects that fall within the service plan selected by Service Provider. Bidabuilder does not guarantee that Service Provider will receive jobs or contracts as a result of the services provided by Bidabuilder or within Bidabuilder's website. Bidabuilder simply provides a marketing opportunity, and a potential source of job leads, contacts, inquiries, and bidding opportunities. Service Provider acknowledges that, by entering into this agreement, and by paying the consideration specified herein, it agrees to purchase and receive those limited services provided by Bidabuilder, as specified herein.
Nature of Relationship. Service Provider acknowledges and agrees that it does not, by virtue of this agreement, become a joint venturer with Bidabuilder, an independent contractor for Bidabuilder, a subcontractor for Bidabuilder, an affiliate or subsidiary of Bidabuilder, form a franchiser-franchisee relationship, or form any other relationship with Bidabuilder apart from the very narrow and limited relationship created through this agreement. Bidabuilder does not control the actions, representations, or services of Service Providers. Bidabuilder is not responsible for, and specifically disclaims, any and all guarantees, warranties, and representations made by Service Providers and third parties. Service Providers are not to portray themselves as having any relationship with Bidabuilder apart from the very narrow and limited relationship created through this agreement. Bidabuilder is not responsible for any disputes that might arise between website users and Service Providers, including, but not limited to, non-payment, incorrect information, timing issues, or contractual issues. Service Provider acknowledge that Bidabuilder is not a traditional listing service, referral service, bid-clearing house, or auctioneer. Instead, Bidabuilder provides a venue to allow members to submit bids based on inquiries from those who request services. Bidabuilder has no control over any ensuing offers, contracts, relationships, or transactions.

2. Bidding Procedure. A person or entity seeking construction-related services makes a service request by selecting a category from a drop down menu and by following data entry prompts. The person or entity making the service request determines the period for which the request stays open. Bids or inquiries submitted following expiration of a job request may not be presented to or considered by the person making the service request. Once a service request is posted, Bidabuilder forwards the information by e-mail, text messages, or other means to Service Providers operating within the geographic service region. The Service Provider can then make a determination whether it is inclined to bid on the project. Service Provider is not required to bid on any project. Service Provider can request a site inspection, if circumstances require, but shall not use such inspection to circumvent the bidding process. If the Service Provider opts to submit a bid, appropriate bid points will be charged as set forth below. The bids are sealed, do not contain the name of the contractor, and are reviewed only by the person or entity making the service request. The person or entity making the service request can accept or reject bids, as they see fit, based on timing, geographic proximity, price, and other variables. Bidabuilder is not responsible for the accuracy of information submitted by those making service requests. Bidabuilder is not responsible for the acceptance or rejection of bids. The person making a service request may refuse any or all Service Provider offers, bids, and inquiries at his or her sole discretion.

3. Fees/Service Plans. Service provider agrees to pay all fees and charges, including applicable taxes, incurred through its account at the rates in effect for the billing period in which such fees and charges were incurred. Service Provider is responsible for paying an annual fee for the level of service selected, in addition to a screening fees, as set forth in a subsequent section of this agreement, or granting the Service Provider the right to Opt Out of any changes (via email) to be exercised within 5 business days.

4. Service Provider represents that it has reviewed information provided in the Bidabuilder website, and understands the pricing, and has selected the membership based on Service Provider's own independent investigation and particular needs. Bidabuilder reserves the right to change the fee schedule, service fees, and to institute new fees, upon 30 days prior notice to Service Provider.

5. Method of Payment. Time is of the essence with respect to all fees and payments due under this agreement. All payments are charged immediately upon a project bid. If Service Provider submits its credit, debit or charge card information to Bidabuilder upon registration, or subsequently, as a method of payment, Service Provider grants Bidabuilder explicit permission to charge all fees incurred through the account to the credit, debit or charge card designated by Service Provider. If a payment due through a credit, debit or charge card is rejected, returned, or stopped, for any reason, Bidabuilder reserves the right to terminate or suspend Service Provider's account and website privileges, and all obligations of Bidabuilder will automatically terminate and shall not be reinstated, if at all, until such time as full payment has been received.

6. Bidding Rules/Restrictions. Service Provider shall not bid upon, offer, or commit to providing any service that it is not licensed and qualified to provide. Service Provider shall not submit bids or contact service seekers unless Service Provider has a genuine interest in providing or competing to provide the services requested. Service Provider shall not contact a person or entity making a service request unless Service Provider's services correspond with such request. Service Provider shall not interfere with a transaction or engage in any form of unfair competition. Service Provider shall not conspire with any entity or person to evade and avoid the fee structure provided within this Agreement.

7. Term. The term of this Agreement shall be for one year commencing on the effective date of this Agreement. The term will automatically renew unless cancelled by Service Provider. Rates will stay the same unless modified by Bidabuilder in accordance with this agreement or unless Service Provider opts for inclusion within a different service plan.

8. Termination of Agreement. Within the first 30 days, this Agreement may be cancelled by either party, with or without cause, by providing 30 days written notice of intent to cancel. Either party may immediately terminate this contract for cause, upon written notice. Cause shall include, but is not limited to, any violation of the Bidabuilder Website Use Agreement, Terms and Conditions, or Privacy Policy; any attempt to evade Bidabuilder's fee structure or disrupt the functioning of the website; any violation of licensing requirements; any conviction of the officers, directors, qualifier, or employees of Service Provider of any felony or crime involving dishonesty; any termination or suspension of business activity ordered by any government agency; Service Provider's filing for bankruptcy; and failure to pay for services received from Bidabuilder, in conformity with this agreement, within 30 days of the mailing of an invoice or request for payment. The reasons for immediate termination for cause will be set forth in the notice of termination. Neither party shall incur liability by terminating this contract, even if they are mistaken as to cause.

9. Representations, Responsibilities, and Rights of Service Provider. Service Provider represents that the information provided in the contractor sign up pages is true and accurate. Service Provider represents that it provides services in or related to the construction industry. If Service Provider is a corporation, it represents that it is a corporation in good standing and that it is properly registered in the state or states in which it does business. If Service Provider is a contractor, professional, or practices any trade which requires a license, Service Provider states that it is properly licensed and fully qualified to perform all the services it offers. Service Provider acknowledges and agrees that it is responsible for securing and maintaining all licenses, registrations, and certifications necessary for it to perform any services contemplated or offered pursuant to this agreement. Service Provider represents that it is in full compliance with laws, ordinances, codes, rules, and regulations that pertain to its operations, and that it will continue to abide by all such laws, ordinances, codes rules and regulations throughout the duration of this Agreement. Service Provider shall not offer to perform, bid to perform, or accept any work that it is not fully qualified or licensed to perform. If Service Provider accepts a request for service, and enters into contract with any website user, Service Provider shall provide the expertise, labor, and equipment needed to perform such services. Service Provider also agrees to be bound by Bidabuilder's Website User Agreement and Privacy Policy. Service Provider may, at its sole discretion, accept or reject requests for service and participate in the bidding process. Service Provider may, at its sole discretion, use or refuse to use the website and data channels within.

10. Reporting Requirements. Service Provider is responsible for maintaining all requisite licenses and certificates, workers compensation insurance (where required), and such other forms of insurance as a required. Service Provider specifically agrees to furnish Bidabuilder with a copy of its license or licenses, that allow it to offer or perform services within the construction industry sector. Within two (2) business days of the occurrence of any one of the following events, Service Provider shall submit in writing to Bidabuilder a report of:
(1) any disciplinary action taken against Service Provider by any licensing or government authority;
(2) any restrictions placed against Service Provider's license or authority to conduct business by any government authority, including, but not limited to stop work orders, suspensions, and the like;
(3) any civil judgment against Service Provider exceeding $50,000.00 in value;
(4) the conviction of any of Service Provider's owners, officers, directors, or employees, of a felony or crime involving dishonesty;
(5) any complaint of unlicensed activity filed with any government authority,
(6) the filing of any lawsuit or other claim involving a user who contacted Service Provider through Bidabuilder's web site, or
(7) the filing of Bankruptcy by Service Provider.

11. Screening Procedure. Bidabuilder requires a criminal background screening and other screening for all potential Service Providers. Service Provider specifically authorizes Bidabuilder to conduct such investigation as it deems necessary, including, but not limited to, credit checks, obtaining and reviewing civil filings, court records, other public records checks, identification verification, licensing, certification, and reference checks. This information may be obtained by Bidabuilder from third party sources, including, but not limited

to, credit and consumer reporting agencies, licensing authorities, and third-party investigative sources. Any person who is a violent felon, who has been convicted of a crime involving dishonesty or moral turpitude, or who is a convicted sexual predator, is barred from offering services through Bidabuilder's website, and should not execute this agreement.

When considering whether other types of convictions disqualify a Service Provider from offering its services through Bidabuilder's website, Bidabuilder reserves the right to weigh various factors, including, but not limited to, the seriousness of the crime, whether the crime was an isolated incident or was part of a pattern, and the amount of time that has transpired since the conviction. Service Provider agrees and acknowledges that Bidabuilder has absolute discretion in making such determinations. Service Provider specifically waives any and all claims against Bidabuilder and agrees to defend and hold Bidabuilder harmless with respect such determinations. Service Provider represents that those employees on whom it has requested a screening are in fact employees of Service Provider. Service Provider represents and warrants that the employees upon whom it has sought a screening, are the only employees who will be sent by Service Provider to the residences or facilities of those making service requests through the Bidabuilder website. Service Provider shall notify Bidabuilder should it seek to have new or additional employees screened and added as set forth herein, and shall not send such employees to jobs procured through the Bidabuilder website until such employees have undergone screening. Provided to you in conjunction with this agreement is an additional authorization and a summary of your rights under the Fair Credit Reporting Act in a form prescribed by the Federal Trade Commission. Please do not sign this Agreement and the Authorization until you have reviewed the summary.

12. Screening Fee. To join Bidabuilder, Service Provider must provide a non-refundable one time screening fee of $29.95 for the first officer or employee of a company (or sole proprietor).

13. Rejection of Service Provider. Bidabuilder reserves the right, at its sole discretion, to reject any Service Provider based on the outcome of the screening procedure, license checks, or any other information that causes Bidabuilder to suspect or believe that Service Provider may not be properly licensed, qualified, dependable, trustworthy, or able to fulfill its obligations. Service Provider acknowledges that Bidabuilder is entitled to exercise such caution and discretion to protect the consumer. Service Provider acknowledges that participation in Bidabuilder's services represents a license or privilege rather than a right. Service Provider specifically waives any claim against Bidabuilder based on Bidabuilder's failure to list Service Provider, rejection of Service Provider, or any discretionary activities undertaken by Bidabuilder as a result of information obtained through the screening process or through any other means, irrespective of any alleged inaccuracies in the information, and irrespective of any alleged negligence or gross negligence on the part of Bidabuilder in receiving, compiling, researching, or interpreting said information. In the event of such rejection, Bidabuilder will return the annual fee, or a pro-rated portion of the annual fee, paid by Service Provider.

14. Service Provider Profile. Service Provider will submit a profile to Bidabuilder within 2 weeks of entering into this agreement. This will enable Bidabuilder to evaluate the services offered, tailor its own services, and match Service Providers with those seeking services. The profile should state the full name of the company or individual, along with any trade names, subsidiaries, or other names under which the company does business. It should state the number and type of each license and/or certificate under which the company operates, along with the name of the issuing agency. The profile should provide the address of the main office along with other offices and locations. The profile should list the officers and qualifiers of the company. It should also include a 200-600 word description and history of the company and the services it provides, or, in the case of an individual, a biography of the individual. The profile may also contain pertinent facts such as references, testimonials, successfully completed projects, the number of employees, and other information. The total text submitted should not exceed 1,000 words. All changes and updates to the profile shall be submitted in writing by the Service Provider. It is Service Provider's responsibility to submit any such updates and changes. Bidabuilder will incorporate such updates and changes into its services within a reasonable period thereafter.

15. Service Provider Content. If Service Provider posts content on the Bidabuilder website, Service Provider grants Bidabuilder a perpetual, nonexclusive, irrevocable right to use, distribute, display, and reproduce such content, in any format and media. Service Provider hereby warrants that it owns the rights to any content posted on the Bidabuilder website and that it is legally entitled to post such content. Service Provider hereby warrants that any information contained in information submitted to or posted on the Bidabuilder website is accurate and that it does not violate Bidabuilder's website user agreement or the Terms and Conditions stated therein. Bidabuilder is not responsible for any error or inaccuracy in Service Provider's information and data, for any omissions within such information and data, for any fraudulent conduct by Service Provider, or for any deceptive business practices by Service Provider. SERVICE PROVIDER AGREES TO INDEMNIFY, HOLD HARMLESS, DEFEND AND PROTECT BIDABUILDER FROM ANY CLAIMS AND ACTIONS ARISING FROM INFORMATION OR CONTENT POSTED, SUBMITTED, SUPPLIED, OR TRANSMITTED BY SERVICE PROVIDER. SERVICE PROVIDER SPECIFICALLY RELEASES BIDABUILDER FROM ANY RESPONSIBILITY OR LIABILITY FOR ANY SUCH CONTENT. Bidabuilder reserves the right to edit, alter, move, or delete Service Provider content and to change the format of any pages, without notice, and at Bidabuilder's sole discretion. However, Bidabuilder undertakes no duty, whatsoever, to edit, alter, move, or delete such content.

16. Claims and Limitations on Liability. Bidabuilder shall not be liable for any damage or loss sustained by Service Provider in connection with services offered or tendered by Service Provider, including but not limited to failure of website users to pay for services, breach of contract by website users, or any other misfeasance or malfeasance by website users or third parties. SERVICE PROVIDER AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS BIDABUILDER AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, EMPLOYEES, ATTORNEYS, AND AGENTS, FROM ANY AND ALL CLAIMS, DISPUTES, OR DEMANDS ARISING OUT OF OR IN ANY WAY CONNECTED WITH CONTACTS MADE OR RELATIONSHIPS FORMED BY SERVICE PROVIDER THROUGH USE OF THE BIDABUILDER WEBSITE, INCLUDING, BUT NOT LIMITED TO, CLAIMS BY THIRD PARTIES, CLAIMS BY WEBSITE USERS, CLAIMS BY THOSE SEEKING SERVICES, CLAIMS BY OTHER SERVICE PROVIDERS, AND CLAIMS ARISING FROM ANY VIOLATION OF THE TERMS AND CONDITIONS STATED HEREIN. BIDABUILDER MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE OPERATION OF THE WEBSITE OR THE INFORMATION MADE AVAILABLE THROUGH THE WEBSITE, APART FROM REPRESENTATIONS EXPRESSLY MADE WITHIN THIS AGREEMENT. ALL SERVICES PROVIDED THROUGH BIDABUILDER'S WEBSITE ARE PROVIDED ON AN AS IS BASIS. SERVICE PROVIDER USES SUCH SERVICES AT ITS OWN RISK. IF ANY OF THE WAIVERS AND DISCLAIMERS PROVIDED HEREIN ARE FOUND TO BE INVALID, SO AS TO PERMIT SOME CLAIM AGAINST BIDABUILDER, SERVICE PROVIDER AGREES THAT ITS SOLE REMEDY IS TO SEEK RETURN OF THE ANNUAL AND MONTHLY MEMBERSHIP FEES PAID TO BIDABUILDER, SINCE THE DATE OF ANY ALLEGED BREACH OF VIOLATION, OR TO SEEK LIQUIDATED DAMAGES IN THE AMOUNT OF $100.00, WHICHEVER AMOUNT IS GREATER. FAILURE TO OBJECT TO THE SERVICES RENDERED OVER ANY MONTHLY PERIOD, WITHIN 30 DAYS AFTER THE END OF EACH MONTH, SHALL WAIVE ANY COMPLAINTS THERETO AND SHALL RESULT IN AN ACCOUNT STATED. APART FROM THE REMEDY PROVIDED HEREIN, AND TO THE FULLEST EXTENT PERMITTED BY LAW, SERVICE PROVIDER SPECIFICALLY AGREES THAT IT WILL NOT HOLD OR ATTEMPT TO HOLD BIDABUILDER LIABLE FOR ANY ACTUAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, OR FOR ANY COMMERCIAL LOSS, DAMAGE, OR EXPENSE, DIRECTLY OR INDIRECTLY ARISING OUT OF SERVICE PROVIDER'S USE OF OR INABILITY TO USE THE SERVICES PROVIDED BY BIDABUILDER, IRRESPECTIVE OF WHETHER SUCH DAMAGES ARE ALLEGEDLY ATTRIBUTABLE TO A BREACH OF CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE, OR ANY OTHER TORTIOUS CONDUCT. Those limitations against liability provided in the Website User Agreement also apply to the Service Providers and operate as an additional layer of protection, rather than as a limitation on this Agreement. All such provisions shall be interpreted broadly, in a manner that accords the maximum protection against liability to Bidabuilder, irrespective of the nature, origin, or allegations of any claim or dispute.

17. Indemnification. SERVICE PROVIDER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS, BIDABUILDER, AND ITS OFFICERS, DIRECTORS, AGENTS, ATTORNEYS, AND EMPLOYEES, FROM ANY AND ALL CLAIMS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR DEFAMATION, TRADE DISPARAGEMENT, UNFAIR COMPETITION, LICENSE VIOLATIONS, INVASION OF PRIVACY, INTELLECTUAL PROPERTY INFRINGEMENT, OR OTHER VIOLATIONS OF LAW OR CONTRACT) ARISING OUT OF OR IN ANY WAY CONNECTED WITH SERVICE PROVIDER'S USE OF BIDABUILDER'S WEB SITE OR SERVICES; SERVICE PROVIDER'S VIOLATION OR ALLEGED VIOLATION OF THIS AGREEMENT OR THE WEBSITE USER AGREEMENT OR PRIVACY POLICY; USE OF INFORMATION OBTAINED FROM OR THROUGH BIDABUILDER'S WEBSITE; WEBUSER CONTENT, FEEDBACK AND COMMENTARY; AND DISPUTES BETWEEN SERVICE PROVIDER AND CUSTOMERS OR WEBSITE USERS.

18. Confidentiality of Account. Service Provider is responsible for maintaining the confidentiality of its password, account, and other information shared with or developed through the Bidabuilder website. Service Provider is responsible for all activities that occur under its account. Service Provider is responsible for restricting access to its computer terminals, computer system, and server, so as to maintain confidentiality of its own bidding information, proprietary information, and trade secrets. To the extent Bidabuilder is in possession of account information and bidding information of Service Provider, Bidabuilder will maintain the confidentiality of such information, and will not share or distribute the same to other Service Providers, website users, or any third party.

19. Treatment of Website User Information. Service Provider acknowledges that it and its employees and agents may receive and come into contact with personal and private information, including financial information, pertaining to those users seeking services, and those users soliciting bids for construction-related work. This user information may be used for the purpose of assessing and pursuing job opportunities, preparing bids, and related purposes. It shall not be distributed to or shared with third parties. It shall not be stored for periods of more than one (1) month following receipt, unless negotiations or contractual relations are ongoing. Any user information obtained through Bidabuilder's website will be treated as confidential. Service Provider is responsible for restricting access to its computer terminals, computer system, and server, so as to protect the confidentiality of website users and those who make service or information requests through Bidabuilder. When website users are involved in a service request or transaction, they may give Service Providers access to their name, financial information, and other personal information. Service Providers must give those making service requests and other website users an opportunity to have themselves removed from your database and a chance to review what information has been collected about them. Service Providers are not authorized to add website users or those requesting services to their mailing lists, absent express consent from such users and service requesters. SERVICE PROVIDER AGREES TO INDEMNIFY, HOLD HARMLESS, DEFEND AND PROTECT BIDABUILDER FROM ANY CLAIMS AND ACTIONS ARISING FROM MISUSE OF WEBSITE USER DATA AND INFORMATION, INCLUDING, BUT NOT LIMITED TO, CLAIMS RELATED TO CRIMINAL ACTS, IDENTITY THEFT, UNAUTHORIZED DATA SHARING, INVASION OF PRIVACY, AND ANY TORTS OR CONTRACTUAL DISPUTES THAT ARE IN ANY WAY CONNECTED WITH THE GATHERING, DISTRIBUTION, OR USE OF SUCH INFORMATION.

20. Links to Website. Upon entering into this Agreement, Service Providers are granted limited and nonexclusive license to create a hyperlink to the home page of Bidabuilder. However, this license may be revoked by Bidabuilder at any time, without notice, at the sole discretion of Bidabuilder. Service Providers may not use any Bidabuilder trademark, logo, or graphic within any such hyperlink without express written permission from Bidabuilder. Service Provider hereby waives any and all claims and right of action against Bidabuilder arising out of the creation of, maintenance of, interference with, or discontinuation of any hyperlink created to the Bidabuilder website.

21. Neutrality of Bidabuilder. It is Bidabuilder's intention to provide a fair and level playing field for all who use Bidabuilder's website services. Bidabuilder will not promote or recommend the name, services, or interests of one Service Provider over another, except that Bidabuilder will not allow Service Providers to bid on jobs that exceed the maximum permitted under the service plan. Nevertheless, Bidabuilder reserves the right to revise and influence the order in which listings appear or are presented, based upon factors such as, the qualification level of the Service Provider, the license level of the service provider, proximity to the webuser requesting service, proximity to the locality of a natural disaster or other focal point for service requests, alphabetic ordering, and various other factors that may be applied by Bidabuilder at Bidabuilder's sole discretion. Service Provider expressly waives any right or demand to have its name, services, or interests listed or presented in any particular order, and agrees to release Bidabuilder from any and all liability and responsibility for such decisions and any results that stem from such decisions.

22. Limitation on Number of Service Providers. Bidabuilder reserves the right to limit the number of Service Providers that Bidabuilder lists within any specific industry group or within any given local or state.

23. Customer Feedback. Bidabuilder seeks input and feedback from those who request services through the Bidabuilder website. Bidabuilder reserves the right to provide a summary of customer feedback through its website. If a Service Provider receives negative feedback from a customer, Service Provider should work with the customer, address any concerns, then ask the customer to remove the feedback. The Service Provider may also leave a professional and courteous response to such feedback. Bidabuilder may impose performance targets that take into account negative customer feedback. Bidabuilder may, at its sole discretion, terminate its relations with those Service Providers who are the subject of multiple or credible consumer complaints.

Bidabuilder is not responsible for customer feedback and does not endorse or verify opinions or statements made or posted by webusers within any feedback solicited, or through blogs and forums, whether within the Bidabuilder website or on websites controlled by third parties.

24. Intellectual Property/Copyright Issues. Service Provider is prohibited from posting, uploading, embedding, or otherwise displaying or transmitting any material that infringes on the intellectual property rights of others, including, but not limited to, any violations of any copyright, trademark, patent, or trade secret. Bidabuilder will act in accordance with its Privacy Policy, the Website User Agreement, and applicable law. Service Provider has specifically authorizes Bidabuilder to publish and republish all text, material, and content submitted to Bidabuilder, in conformity with previous provisions of this agreement and the Website User Agreement. Nevertheless, if Service Provider believes that its intellectual property has been made accessible in a manner that constitutes copyright infringement, Service Provider may notify Bibabuilder by providing the following information, required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. sec. 512), to our copyright agent through the Contact Us website feature. Such complaint or request should include the signature of the intellectual property owner or the owner's authorized agent, identification of the copyrighted material, and identification of the infringement or infringing activity so as to enable Bidabuilder to take appropriate action. It should also contain a statement that the party has a good faith belief that a violation of copyright law has occurred and that the information provided in the notification is accurate.

25. Violations of Policies/Restrictions on Services Offered. Service Provider is responsible for conforming its conduct to the terms of this Service Provider Agreement, as well as to the User Agreement and the terms and conditions specified therein. Reviewing and understanding Bidabuilder's policies before you attempt to do business through Bidabuilder's web site is strongly recommended. Violations of Bidabuilder policies may result in various actions, including, but not limited to, cancelling of this agreement, limits on account privileges, account suspension, and other measures set forth in the User Agreement Terms and Conditions. When policy violations occur, Bidabuilder will e-mail the person or entity violating the policy, and may also e-mail those persons or entities seeking services from such person or entity, at Bidabuilder's sole discretion. You may contact Bidabuilder to report violations by using the “:Contact Us” links or by contacting Bidabuilder's customer service department. Service Providers are prohibited from listing, offering, or advertising any services or products that are not directly related to construction, repair, landscaping, architecture or design, including, but not limited to: adult material and pornography of any type; alcoholic beverages, drugs, and medications; collectibles and memorabilia; electronic data in any form including CDs; entertainment including movies and music; drug paraphernalia of any type; electronics apart from wiring and other devices that are slated to become fixtures within a structure; firearms, weapons, and explosive devices; food items and other perishables; fuel, pesticides, and any hazardous or explosive chemicals; gambling services, equipment, or opportunities, including all games of chance and lottery tickets; gift cards; human parts and remains; insensitive or offensive material that insults or impugns anyone's race, religion, or ethnicity; living items (except landscape materials); medical equipment; personal information including subscriber lists, mailing lists, and customer lists; real estate and any interest in real estate; stocks, financial instruments, securities, bonds, financial advice, or debt counseling; stolen property; tickets to events; and any other service or item prohibited by law. Service Providers are also prohibited from engaging in fund raising activities, from seeking charitable contributions of any type whatsoever, or from engaging in any dubious, fraudulent, or illegal marketing schemes, including, but not limited to pyramid schemes, Ponzi schemes, and multi-level marketing. Bidabuilder's policies, as well as this Service Provider agreement, should be interpreted in a manner that provides equal opportunity to Service Providers, minimizes risks to Service Providers and those requesting services, and supports applicable laws and regulations.

26. General Provisions.

a. Consideration. Both parties acknowledge that this Agreement is a binding contract and that it is supported by adequate consideration.

b. Notice. Any notice required or desired to be given under this Agreement to a Service Provider shall be deemed given, at the time of mailing, if in writing sent by certified mail to the Service Provider's office as shown in Service Provider's application or as set forth within this Agreement.

c. Construction/Venue. Headings used in this Agreement are included for convenience only and will not limit or modify the terms and conditions. This Agreement is a Florida contract, entered into in Palm Beach County, and is to be governed in accordance with the laws of the State of Florida. Venue and jurisdiction shall be proper in Palm Beach County.

d. Entire Agreement/Merger. This Agreement constitutes the entire agreement between the parties and may not be modified or amended absent a written agreement executed by both parties. Any other attempt to alter or amend this Agreement shall be null and void and of no force or effect. All previous representations and negotiations are merged within and made a part of this Agreement. If any provision of this Agreement is found to be unenforceable by a court of law, the unenforceable provisions shall be severed, and the remaining provisions shall be enforced to the fullest extent permitted by law.

e. Dispute Resolution. In the event of any dispute arising out of this Agreement, the parties agree to have said dispute decided by Arbitration in accordance with the Rules of the American Arbitration Association, unless the parties mutually agree otherwise in writing. Notice of the demand for arbitration shall be made in writing within 60 days after the dispute has arisen.

f. Right to Review/Effect. Service Provider is entitled to seek the advice of legal counsel prior to signing this Agreement. Service Provider acknowledges that Service Provider has read the Agreement in its entirety, understands the contents, and agrees to abide by its terms. This Agreement shall be interpreted in a neutral manner, and shall not be interpreted against the party who drafted the Agreement.

g. Assignment. Service Provider may not assign, convey, subcontract or delegate its rights, duties or obligations under this Agreement.

h. Additional Rules/Policies. Bidabuilder reserves the right to post additional rules of use and policies that apply to aspects of the services provided through this Service Provider agreement. Service Provider's continued use of Bidabuilder services constitutes its agreement to comply with these additional rules.

i. Binding Effect. The parties executing this agreement represent that they have the power and authority to bind their respective organizations.

j. Electronic Communications/Signature. Service Provider specifically consents to receive communications from Bidabuilder through electronic means. Service Provider further agrees that this Agreement satisfies any legal requirement that such communications must be in writing, signed by either or both parties. Service Provider agrees that, by clicking upon the “:I Accept” button, its action shall be construed as the equivalent of placing the initials of Service Provider's authorized agent after each provision of this document, and placing signature of Service Provider's authorized agent at the bottom of this document, after fully having read and understood all the terms and conditions stated herein. The date upon which Service Provider clicks upon the “:I accept” button shall be deemed the date of execution.

SERVICE PROVIDER ACKNOWLEDGES HAVING READ THIS AGREEMENT AND AGREES TO BE BOUND BY ALL THE TERMS AND CONDITIONS STATED HEREIN WITHOUT MODIFICATION.