Property Managers Terms Of Use
MinuteBids Property Owner or Manager TERMS OF USE
These TERMS OF USE (the "TOUs") shall govern each User's access to and use of the MBNET. BY CREATING A PROJECT ON MBNET YOU HAVE AGREED TO THESE TOUs. IF YOU DO NOT AGREE WITH THESE TOUs, DO NOT USE THE MBNET. MB RESERVES THE RIGHT, AT THEIR SOLE DISCRETION, TO CHANGE OR MODIFY THE TOUs AT ANY TIME. SUCH CHANGES OR MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON NOTICE, WHICH MAY BE GIVEN BY ANY MEANS, INCLUDING BUT NOT LIMITED TO, POSTING THE CHANGES OR MODIFICATIONS ON THE MB WEBSITE (WWW.MINUTEBIDS.COM). YOUR USE OF THE MBNET SUBSEQUENT TO SUCH CHANGES OR MODIFICATIONS SHALL CONSTITUTE YOUR ACCEPTANCE OF THE TOUs.
MinuteBids, LLC ("MB") operates a network that showcases skilled professionals in the areas of snow removal, lawn care, tree & shrub maintenance, parking lot maintenance, irrigation and other property/building maintenance services. Property owners or managers looking for these services can receive bids from professionals using the MinuteBids network. The MinuteBids network, as described in these terms (the "MBNET"), is absolutely free to property owners and managers (each such property owner or manager that uses the MBNET shall be referred to as the "User"). The company or individuals offering their services to Users on the MBNET shall be referred to as the "MBNET Services Provider" or "MBNET Services Providers." The services to be provided by the MBNET Service Providers shall be collectively referred to as the "Services").
1. Term; Termination; Survival of Provisions
1.1. The MBNET shall be made available by MB to User at the time they request bids or upon User's registration for the MBNET. The term of the agreement created by these TOUs shall commence on the date the user request bids or the User's registration is accepted by MB and continue until that date that these TOUs are terminated by either party, as set forth in this Section 1.2 (the "Term").
1.2. These TOUs (and the User's access to and use of the MBNET) may be terminated by a party immediately and without further notice if the other party defaults in the performance of any of its obligations under these TOUs and does not cure the default within five (5) days after receipt of notice in writing from the non-defaulting party. In addition, MB shall have the right to terminate User's access to and use of the MBNET for convenience on fifteen (15) days prior written notice unless the user is abusing the system in which case MB may limit or terminate a User's ability to request bids immediately without notice.
1.3. The following sections of these TOUs shall continue in full force and effect upon termination of these TOUs: 5, 6 and 8.
2. Licenses
2.1. Subject to the provisions of these TOUs, MB grants to the User a non-exclusive, non-transferable, limited license to access and use the MBNET during the Term. Any such access or use of the MBNET shall be solely in a manner consistent with these TOUs. Except for the license granted in this Section 2.1, the User acknowledges that it acquires no other rights to the MBNET and that all right, title and interest in and to the MBNET shall remain with MB.
2.2. User shall not (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the MBNET; (b) modify or make derivative works based upon the MBNET; (b) "frame" or "mirror" the MBNET on any other server or wireless or Internet-based device; (c) interfere with or disrupt the integrity or performance of the MBNET or the data contained therein; or (d) attempt to gain unauthorized access to the MBNET or its related systems or networks.
3. Use of MBNET, Support and User Data
3.1. User shall select a User ID and password that will permit User to access and use the MBNET. User is solely responsible for the security and use of such user ID and password. If the security of the user ID and/or password is comprised, User shall promptly contact MB.
3.2. MB does not own any video, data, text, information, trademarks, service marks, logos, graphics or other materials that the User submits to MB in the course of using the MBNET (collectively the "User Data"). User, not MB, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Data. The User grants MB during the Term the royalty-free, worldwide, non-exclusive right and license to use, reproduce, modify, edit, adapt, publish, distribute, perform and display the User Data for the purpose of providing the MBNET. Except as deemed necessary to provide the MBNET, MB shall not provide, disclose or make available the User Data to a third party without the express written consent of User.
3.3. User acknowledges that MB may compile certain general information related to the use of the MBNET. Notwithstanding the restrictions set forth in Section 3.3 above, the User agrees that MB is authorized to use, reproduce and generally make such information available to third parties in the aggregate, provided that the UserÔs information shall not include personally identifiable information about those that use the MBNET or be attributable to User.
3.4. MB shall have the right during the Term of this Agreement to list and name the User as a user of the MBNET.
3.5. MBNET IS NOT AN AUCTION.
4. Payment. User shall not be billed a fee or charge for the MBNET.
5. Limitation of Liability. EXCEPT FOR THE OBLIGATIONS SET FORTH IN SECTION 6 (INDEMNIFICATION), IN NO EVENT SHALL: (A) EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHTHOUT LIMITATION, DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME, GOODWILL OR DATA, OR THE INABILITY TO UTILIZE THE MBNET; OR (B) EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY EXCEED $10.00.
6. The User shall indemnify and hold MB, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims (Related or Unrelated), costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (a) a claim which would constitute a violation by the User of the representations and warranties set forth in Sections 7.1 or 7.2 below; (b) User's breach of Section 2 above; and (c) their agreement with a MBNET Service Provider and/or their use of the Services; provided that MB (i) gives the User prompt written notice of the claim; (ii) gives the User control of the defense and settlement of the claim (provided that the User may not settle or defend any claim unless the User unconditionally releases MB of all liability and such settlement does not affect MB); and (iii) provides the User all available information and assistance; and (iii) has not compromised or settled such claim.
7. Representations and Warranties
7.1. MB represents and warrants that: (a) it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder; (b) the performance of such obligations will not conflict with or result in a breach of any agreement to which MB is a party or is otherwise bound; (c) its performance under this Agreement shall comply with all applicable laws, rules and regulations; and (d) it is the owner or authorized licensee of the MBNET.
7.2. The User represents and warrants that: (a) it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder; (b) the performance of such obligations will not conflict with or result in a breach of any agreement to which the User is a party or is otherwise bound; and (c) its performance under this Agreement, and its use of the MBNET, shall comply with all applicable laws, rules, regulations and policies.
7.3. User further represents and warrants to MB that User Data: (a) is original to the User or that the User has secured the rights to provide and use such User Data; (b) does not contain any content that is unlawful, threatening, harassing, profane, tortuous, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy or publicity, or (c) does not contain a virus or other harmful component.
7.4. USER IS SOLELY RESPONSIBLE FOR THEIR USE OF THE MBNET, THEIR SELECTION AND SUBSEQUENT PURCHASE OF THE SERVICES, ANY AGREEMENT THEY ENTER INTO WITH A MBNET SERVICES PROVIDER AND THEIR SUBSEQUENT USE OF THE SERVICES. ANY AGREEMENT FOR SERVICES SHALL BE SOLELY BETWEEN USER AND THE MBNET SERVICES PROVIDER. THE SERVICES ARE NOT PROVIDED OR APPROVED BY MB. MB DOES NOT REPRESENT OR WARRANT THE QUALITY OR TIMELINESS OF THE MBNET SERVICES PROVIDERS OR THIER SERVICES.
7.5. THE MBNET SHALL BE MADE AVAILABLE BY MB TO USER ON AN "AS-IS," "AS-AVAILABLE" BASIS. MB DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE MBNET SHALL BE AVAILABLE AT ALL TIMES, UNINTURUPTED OR ERROR-FREE; OR (B) THE MBNET SHALL MEET THE USER'S REQUIREMENTS.
8. Other Provisions
8.1. User may not assign this Agreement to any person or entity without the prior written permission of MB. MB may assign this Agreement in whole or in part, without the other party's consent in the case of a merger, acquisition, divestiture, consolidation, or corporate reorganization (whether or not MB is the surviving entity).
8.2. This Agreement constitutes the entire understanding of the parties and supersedes all prior discussions and agreements with respect to its subject matter.
8.3. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The failure of MB to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by MB in writing.
8.4. This Agreement shall be governed by the laws of the State of Minnesota, excluding its choice of law rules. The exclusive venue for all disputes under this Agreement shall be the state or Federal courts in Hennepin County, Minnesota. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
8.5. Either party may give notice by written communication sent by first class mail or pre-paid post to the address for MB set forth on the MB website or the address provided by User as part of the registration process. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post).