Terms of Service
ProBids / Pro-Fix
This service is provided by PROBIDS LLC, a New Jersey company ("Company") for use by vendors, procurement professionals, contractors, and other activities related to home and building repair, as follows:
By visiting or using ProBids or Pro-Fix or Profix software or related services (the "Service") the user of the Service ("User") agrees to the following terms and conditions (the "Terms and Conditions"). These Terms and Conditions apply to all visitors and/or Users of this Service. If the User does not want to be bound to these terms and conditions the User should not access or use this Service. By accessing this Service, the User acknowledges acceptance of these Terms and Conditions. If the User violates any of these Terms and Conditions, Company reserves the right to seek all remedies available by law and in equity against the User for such violations.
General Use, Copyright, Licenses
All materials provided on www. or through the Profix software, including, but not limited to, all text, logos, designs, graphics, images, sounds, information, software, documents, products and services (collectively, the "Materials"), and the selection, arrangement and display thereof, are the copyrighted works of Company and/or its vendors or suppliers. All Materials herein and all Company software are proprietary to Company and protected by worldwide copyright and other intellectual property laws. Except as stated herein, none of the Materials may be modified, copied, reproduced, distributed, republished, downloaded, displayed, sold, compiled, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or other means, without the prior express written permission of Company. You may print and download portions of the Materials from the different areas of the Service solely for your own non-commercial use provided that:
• You are a potential or actual vendor, contractor or bid poster and User; you make limited copies of your data portion of the Materials downloaded from the different areas of the Service solely for your non-commercial use;
• If you are a vendor, contractor, bidder, supplier, procurement professional or other user that requires repairs, or User and that the Materials are generated by you for use only for purposes of using the Service expressly offered by Company;
• Any other copying, redistribution, retransmission, modified works or publication of any downloaded material, is strictly prohibited without the express written consent of Company or any third-party information provider to the Software. You agree not to change or delete any proprietary notices from the Materials downloaded from the Service.
• You acknowledge that you are solely responsible for your own Content posted with the Software, the Company and accept the consequences of posting, transmitting, linking or publishing it. You affirm, acknowledge, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and written permissions to post such Content and authorize Company to enable inclusion and use of the Content (ii) you have the written consent, release, and/or permission of each and every identifiable individual person or business related to the Content and written authority to use the name or likeness of each and every such identifiable individual person or business to enable inclusion and use of the Content with Company.
User agrees to indemnify and hold Company harmless against any claim, action, legal proceeding, damages, liability, settlements, expenses (including attorneys' fees) and other costs relating to (i) breach of any of the Terms and Conditions by any party; (ii) User's negligence or misconduct in using the Service, the Software or the Materials, or (iii) claims that the User has infringed the copyright, trademark, trade secret, patent, or other proprietary right of Company or a third party. By accessing this Service, the User acknowledges acceptance of these Terms and Conditions. If the User violates any of these Terms and Conditions, Company reserves the right to seek all remedies available in this agreement and by law and in equity for such violations.
Some Company procedures may involve the distribution of your data or other information to third-party Web sites not associated with the Software. The Company is not responsible for and makes no warranties or representations pertaining to third-party claims or services. You are responsible for ensuring that your posting, bids, listing, pricing, quotes, bids, images, data or other information is accurate.
Fees and Payments
Membership Services are accessed through both free and paid subscriptions. The Basic Offering is free and may be subject to change without notice. Postings, Listings and data associated with this membership must be updated monthly to remain active. Monthly paid memberships are billed at the stated monthly rate at the time of purchase or annually as paid for upon check out. You agree to pay Company your monthly (or annual) subscription rate as indicated upon your check out, and thereafter on a recurring basis as indicated by your plan type (either monthly or annually). You agree to authorize Company to process payment of such fees in the same manner as you selected when you initiated the purchase until you cancel your subscription. Annual memberships are billed at the stated annual rate at the time of purchase. You agree to pay Company your annual subscription rate for the first 365 days of the subscription service and your annual rate thereafter on a recurring basis. You agree to authorize Company to process payment of such fees in the same manner as you selected when you initiated the purchase until you cancel your subscription. Quarterly memberships are billed at the stated quarterly rate at the time of purchase. You agree to pay Company your quarterly subscription rate for the first 3 months of the subscription service and your quarterly rate thereafter on a recurring basis. You agree to authorize Company to process payment of such fees in the same manner as you selected when you initiated the purchase until you cancel your subscription. Memberships fees are non-refundable. Purchased or pay-per-bid or pay-per-use fees are pre-paid and not refundable. Company reserves the right to remove any posting, data, or member account at any time for any violation of any of these terms.
Service related payments, transactions, and fees between Users, vendors, fixers, members, posters, or any party are not refundable. Any payment or other disputes between vendor, fixers, members, posters, or other Users will not be settled or handled by Company or its affiliates.
It is your responsibility to determine what, if any, taxes apply to the payments you receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. Company is not responsible in any way for the accuracy or suitability of any payment of any applicable taxes on your behalf. We do not collect taxes on any sales. As a seller, you are responsible for collecting and remitting any and all applicable international, federal, state, municipal taxes or any additional tax in connection with the services you are paid in connection with the use of the Services.
Company will not be responsible for payment of any income, wage, labor, or health card tax on any fees. All liability for tax collection, payments and remittance shall be the responsibility the User (you) that receives payment via the Services.
Company may require an IRS tax identification number (TIN) so we can create an annual 1099 or 1099k form, if required. If you're one of these sellers, we'll send you an email with instructions on how to add your TIN in your account settings.
You have sole responsibility and liability for: (i) determining what, if any, taxes apply to the sale of your products and services, acceptance of payments you receive in connection with your use of the Services; and (ii) assessing, collecting, reporting, and remitting taxes for your business to the appropriate tax and revenue authorities. If we are required to withhold any taxes, or we are unable to validate any tax-related identification information you provide to us, we may deduct such taxes from amounts otherwise owed and pay them to the appropriate taxing authority. If you are exempt from payment of such taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status. Upon our reasonable request, you must provide us with information regarding your tax affairs. You are immediately responsible to us for all disputes, refunds, reversals, returns, taxes, or fines regardless of the reason or timing.
SMS – Text Messages and Communications
Text message and data rates may apply. Company is not responsible for any fees charged to any User whatsoever. Message frequency is recurring and varies based on user subscription and account setup. You can opt-out anytime by selecting “No” ofr SMS under Settings, Notifications Settings, in the My Account page. Consent not a condition of purchase. Messages will be sent to the phone number provided.
User-to-User Communication and Sharing
Company offers Users the ability to share information, observations, and comments with other Users by allowing Users to post messages, content, images, bid pricing, quotes, data and other information. Please note that content, images, data, pricing, ideas, and messages that you post and information you share may be seen and used by other Users, and Company cannot guarantee that other Users will not use the data and information that you share on the Software or outside the Software. Therefore, if you have an confidential data, ideas, restricted information, or other information that you would like to keep confidential and/or don’t want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it on the Software. Company IS NOT RESPONSIBLE FOR A USER’S MISUSE, NEGLECT, OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST ON THE SOFTWARE. User agrees to hold Company harmless, to the same extent as set forth above, for any harm or damage User may sustain resulting from such information, or information relating to their listings, being viewed, used, or commented on by any other Users.
How Do I Cancel My Membership?
You may cancel your subscription at any time by logging in to your account and clicking on the "My Account" or "Settings" options in the Software ("Settings"). Within the "Settings" page you will find a "Cancel" link at the bottom. Your automated billing will cease immediately upon canceling your account. Your account, however, will remain active until the conclusion of the subscription period in effect or until decommissioned. Canceled memberships are neither refunded nor prorated.
General Use, Copyright, Licenses
All materials provided on the ProBids website or Profix software, or Software, including, but not limited to, all text, logos, designs, graphics, images, sounds, information, software, documents, products and services (the "Materials") and the selection, arrangement and display thereof, are the copyrighted works of Company and/or its vendors or suppliers. All Materials and all Company software are proprietary to Company and are protected by worldwide copyright and other intellectual property laws. Except as stated herein, none of the Materials may be modified, copied, reproduced, distributed, republished, downloaded, displayed, sold, compiled, posted or transmitted in any form or by any means, including but not limited to, electronic, mechanical, photocopying, recording or other means, without the prior express written permission of Company.
User acknowledges Company's valuable rights in and to the compilations of the data and the underlying data and services that those compilations contain, including copyrights and other proprietary rights therein, the related data sources, database structure, processing software, production systems, documentation, and quality control methods as well as any other confidential and proprietary information provided by Company ("Confidential Information"). User agrees to hold in confidence the Confidential Information, in whole or in part, as disclosed to the User, the User's employees, officers, directors or agents who require such disclosure in the performance of their responsibilities provided that such parties shall acknowledge the confidentiality restrictions contained herein. User further agrees that it will not disclose or otherwise make available the Confidential Information to third parties. Notwithstanding the provisions of this section, the parties may disclose Confidential Information to their respective affiliates, accountants, attorneys, and other similar professional advisors as long as the party to which Confidential Information is disclosed is subject to obligations of confidentiality with the same effect as those specified in this section.
Proprietary Rights; Data Delivery to Non-Party or Third Parties
In addition to the Materials, the Software, including Company's content, services, and technology, contains statistical compilations of information, data, and text (collectively, "Documentation") that are protected by copyrights, trademarks, trade secrets or other proprietary rights. Title to the Software and Documentation, including ownership rights to patents, copyrights, trademarks and trade secrets therein, are and shall remain the exclusive property of Company.
You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy the web pages or the content on the Software or 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 Software or any listing, offer or transaction being conducted on the Software. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
No Unlawful or Prohibited Use
As a condition of your use of the Software or related services, you warrant to Company that you will comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Service and any related activities. In addition, you warrant that you will not use this Software in any way prohibited by these Terms and Conditions.
Links to Third-Party Web Sites.
This Software and related services may contain links to web sites operated by parties other than Company. Such hyperlinks are provided for reference purposes only. Company does not control such web sites and is not responsible for their contents. Company's inclusion of hyperlinks to such web sites does not imply any endorsement of the material or any third-party or any association by Company with their owners or operators. If you decide to access any of the third party sites linked to this Software you do so entirely at your own risk.
You hereby agree that you will not link and do not have permission to link from any site without the written permission of Company. Sites specifically prohibited are sites that publish, promotes or distributes unlawful, defamatory, pornographic or obscene materials, or which promotes violence, or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or promotes illegal activities, or in any manner includes any of our trademarks or service marks or variations or misspellings thereof in its domain name (if any), or otherwise violates the intellectual property rights of Company or any third party. At no time may a free user include links within their listings. Parties working with Company may include links with the prior consent of Company.
Disclaimer of Warranties
Although Company has attempted to provide accurate information on the Software, Company assumes no responsibility for the accuracy of the information. All information provided on this Software is provided "as is" with all faults and without warranty of any kind, either express or implied. Company hereby disclaims all warranties, express or implied, including, without limitation, those of merchantability, fitness for a particular purpose, title and non-infringement or arising from a course of dealing, usage or trade practice, except to the extent such disclaimers are held to be invalid by a court of law. The ultimate verification, accuracy and the utilization of the data provided by Company is the responsibility of the User and not Company. No oral or written information or advice given by Company or any of its employees or representatives shall create a warranty
Limitation on Liability
Under no circumstances, including but not limited to negligence shall Company or any of its directors, employees, agents, vendors or suppliers be liable for any direct, indirect, special, punitive, consequential or incidental damages including, without limitation, lost profits or revenues, costs of replacement goods, loss or damage to data arising out of the use or inability to use this Software or product or service, or damages from the use of or reliance on the information present on this Software, even if Company has been advised of the possibility of such damages. In the event Company is found liable for damages relating to the use of the services offered, Company's total liability is limited to and shall not exceed the price contracted for and paid by the Users for these services and data.
Modification of the Software
Company (and/or its suppliers) reserves the right in its sole discretion to improve, modify or remove any information or content appearing on the Software. Company may discontinue, remove or revise any or all aspects of the Software in its sole discretion and without prior notice.
Disclaimer of Fiduciary Relationship
The Content contained on or made available through Software is not intended to and does not constitute establishing a fiduciary relationship between Company and the User, nor is anything submitted to this Software considered confidential. The accuracy, completeness, adequacy or currency of the content is not warranted or guaranteed. The User acknowledges and agrees the utilization and use of the information of this Software is at the Users own risk.
No Legal Advice
The Content contained on or made available through the Software is not intended to and does not constitute legal advice under any circumstances. The accuracy, completeness, adequacy or currency of the Content is not warranted or guaranteed by Company. Your use of the information of this Software is at your own risk.
License of Content
By uploading content to or submitting materials for use on the Software, you grant (or warrant that the owner of such rights has expressly granted) to Company a perpetual royalty free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed throughout the universe.
The Software displays advertisements from third party sources. Advertisers and sponsors are responsible for ensuring that any of their material submitted for inclusion in the Software is accurate and complies with applicable law. Company will not be held responsible for the illegality of or any error or inaccuracy in such advertisers or sponsors' material. If you decide to visit any linked site, you do so at your own risk. Company makes no representations whatsoever about any linked site which you may access. Company has no control over the content on any linked site. In addition, a link to a third party site does not mean that Company endorses or accepts any responsibility for the content, or the use, of such web site. Furthermore, Company cannot guarantee or warrant that files available for downloading from a non-Company site will be free of infection or viruses, worms Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures to prevent such occurrences.
Your right to use this Software is not transferable. Any password or right given to you to obtain information is not transferable and is intended for a single user. Users are not permitted to remove content from the Software for any reason whatsoever without Company's prior written approval.
Certain sections of the Software require that you register and obtain passwords. If registration is required, you agree to provide Company with accurate and complete information. It is your responsibility to notify Company of any changes in such information. Each registration is for a single user only, unless specifically designated otherwise. Company does not permit (1) any other person using the registered sections under your name; or (2) access through a single name being made available to multiple users on a network. You are responsible for preventing such unauthorized use. If there has been an unauthorized use, you must notify Company immediately. Company expressly reserves the right to suspend or terminate the account of any active User whose use of the Service or the Materials on the Software is, in Company's sole judgment, likely to cause loss or damage.
Errors and Corrections
Company does not represent or warrant that the Software will be error free, free of viruses or other harmful components or that defects can and will be corrected. Company does not warrant or represent that the content or information is accurate and that the data provided is timely, or otherwise reliable. Company may make improvements, changes to its features, functionality or content at any time. Company does not warrant that the functions contained in the Materials or content will be uninterrupted or error-free.
Company reserves the right to change the terms, conditions, and notices under which this Software is offered at any time. Modification of these Terms and Conditions will be deemed effective upon publication on the Software with respect to any landlord or tenant actions, communications or transactions occurring after said date. It is your responsibility to check these Terms and Conditions at the time of each use.
Definitions of Company Services
The "Services" means the application Company accessed through the Internet as a web service, the documentation information and any other Materials covered by this license, whether accessed over the Internet, provided on disk, in read only memory, on any other media or through any other form or means are licensed, not sold to Users by Company for use only under the terms of this license, and Company reserves all rights not expressly granted to licensees. Nothing herein or in other separate agreements will be deemed to grant User any proprietary rights in the computer program (s) or in any other work embodied in the Service or related materials that Company will make accessible by the User.
User's Code of Behavior
User agrees not to post on the Software any content which:
• is libelous, defamatory, obscene, pornographic, abusive, harassing, or threatening,
• contains viruses or other contaminating or destructive features,
• violates the rights of others, including protections of copyright, trademark, patent, trade secrets or any right of privacy or publicity, or
• otherwise violates any applicable law.
User will not post on this Software any links to any external Internet sites that are obscene or pornographic. Any information that you provide to the Software must be true, complete and accurate, must not represent you as someone else or falsely identify any third party, and must not violate any law, statute, ordinance or regulation. By subscribing to the Service, User agrees not to disclose any assigned access code to others. User also agrees not to distribute or otherwise disseminate the information contained on the Software to any person or organization, by any means, printed, electronic or other.
Relationship of Parties
Nothing stated in this License will be construed as creating the relationships of joint ventures, partners, employer and employee, franchiser and franchisee, or principal and agent between Company and the Users of these Services.
Termination of Services
Notwithstanding anything herein or anything provided in a separate written agreement between Company and the Users to the contrary, Company may discontinue providing data and services in whole or in part without being in breach of any agreement for any geographic county or jurisdiction in the event such discontinued data becomes unavailable to Company or if the source which provided the data to Company for any reason or for no reason at all, prohibits or prevents Company from obtaining or providing such data.
Consent to Use of Data
User agrees that Company and its affiliates may collect and use technical information User provides as a part of support services related to the Service. Data collected includes but not limited to names, addresses, e-mail addresses, phone numbers, contact information, IP address, website usage, and other data collected from the Users use of Software.
Accuracy of Information
Neither ProBids or Pro-Fix confirms or validate that the information through this service is accurate or valid, ProBids and Pro-Fix nor any of their employees make any warranty or assume any legal liability or responsibility for the timely delivery of information updates through this service. User accepts all risk and assumes responsibility to ensure the validity of the data it relys on from this service.
Service Solution Availability
Company strives to keep the service solution available 24 hours a day, 7 days a week, excluding maintenance periods which are not posted. Company will attempt to post a notice for any scheduled maintenance which may require the unavailability of the service solution 24 hours prior to the scheduled outage and maintenance. By agreeing to these Terms and Conditions, User agrees that any outages, scheduled or unscheduled, due to maintenance, emergency maintenance, customer or end users caused outages or support delays, or any condition will not be remunerated in any way.
Any notice, consent, demand or request required or permitted by this agreement shall be in writing, and shall be deemed to have been sufficiently given when personally delivered or deposited in the United States mail, postage prepaid, addressed as to the parties at the addresses provided in the agreement signed by the parties. Notices addressed as above provided shall be deemed delivered three (3) business days after mailed by mail U.S. mail or when delivered in person with written acknowledgement of the receipt thereof. Parties may designate a different address or addresses for notices to be sent by giving written notice of such change of address to all other parties entitled to receive notice.
If any part of these Terms and Conditions are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Governing Law and Venue
The agreement between the User and Company is governed by the laws of the State of Florida, without regard to its conflicts of laws principles. User hereby consents to the exclusive jurisdiction and venue of the courts in Wilmington, Delaware, in all disputes arising out of or relating to the use of this Software and the Services provided by Company. Use of this Software is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms and Conditions, including, without limitation, this paragraph.
Company names, logos and icons identifying Software and/or its products and services referenced herein are trademarks, intellectual property, or registered trademarks of Company.
Should any term or provision hereof be deemed invalid, void or unenforceable either its entirety or in particular application, the remainder of these Terms and Conditions shall nonetheless remain in full force and effect. In the event of a conflict between the provisions of these Terms and Conditions and any other separate agreement enter into by the parties it is agreed by the Users contracting with Company that the provisions of these Terms and Conditions shall prevail unless there is a specific waiver (label as "waiver of conflicting Terms and Conditions") of the conflicting provisions in that separate agreement specifically addressing the conflict and providing for its waiver. Any of the provisions herein may be amended, modified, revised or deleted and the observance of any term may be waived only with the written consent of Company. The failure of Company at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.
Any notices shall be sent to:
428 S White Horse Pike
Lindwenold NJ 08021 USA