Service Providers Terms Of Use
MinuteBids Service Providers TERMS OF USE
I agree to only submit my bids through the MinuteBids Website for the projects I receive through MinuteBids.
Submitting a bid in any other method for a bid request from MinuteBids is a violation of these Terms Of Use and may result in account termination.
These TERMS OF USE (the "TOUs") shall govern the MBNET Service Provider's (as defined below) access to and use of the MBNET (as defined below). BY CREATING A SERVICE PROVIDER ACCOUNT 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.
IN ADDITION TO THOSE TERMINATION RIGHTS SET FORTH IN SECTION 1.2 BELOW, MB (AS DEFINED BELOW) SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE MBNET SERVICE PROVIDER'S RIGHT TO USE THE MBNET, AS DEFINED BELOW, IMMEDIATELY, WITHOUT NOTICE, IN THE EVENT THAT THE MBNET SERVICE PROVIDER MAKES A BID OR PROPOSAL INDEPENDENT OF THE MBNET TO THE USER AFTER A BID REQUEST (AS DEFINED BELOW) FOR SIMILAR SERVICES IS PROVIDED BY MB TO SUCH MBNET SERVICE PROVIDER THROUGH MBNET.
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 MinuteBid network. The MinuteBid 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 there services to Users on the MBNET shall be referred to as the "MBNET Service Provider" or "MBNET Service Providers." The services to be provided by the MBNET Service Providers to Users shall be collectively referred to as the "Services". Based on the Services requested by a User, MB shall review and match the Services needed by the User to the Services provided by top rated MBNET Service Providers and then provide a detailed bid request to up to four MBNET Service Providers (the bid request so provided by MB to the MBNET Service Provider shall be referred to as the "Bid request" or "Bid requests"). The MBNET Service Provider shall have the sole right to decide whether or not to respond to a Bid Request. If the MBNET Service Provider accepts the Bid Request and does not later decline to bid prior to the bidding deadline, the MBNET Service Provider agrees to place a bid through the MinuteBids website before the bid deadline. For each Bid Request provided to a MBNET Service Provider, that MBNET Service Provider agrees to only submit a bid or proposal for the Services for that Bid Request through the MinuteBids website. For each bid made by MBNET Service Provider to a User the MBNet Service Provider shall pay to MB, as set forth in this these TOUs, the fee or charge set forth on the "How It Works for Service Providers" page on the MB Website (www.minutebids.com).
1. Term; Termination; Survival of Provisions
1.1 The MBNET shall be made available by MB to the MBNET Service Provider upon the MBNET Service Providers' registration for the MBNET. The term of the agreement created by these TOUs shall commence on the date that MBNET Service Provider'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 (the "Term").
1.2 These TOUs, and the agreement created by these TOUs, 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 may immediately terminate without notice the MBNET Service Provider's access to and use of MBNET in the event of the MBNET Service Provider's breach of the provisions of Section 2.2 below. MB shall also have the right to terminate MBNET Service Provider's access to and use of the MBNET for convenience on fifteen (15) days prior written notice unless the MBNET Service Provider is abusing the system in which case MB may limit or terminate a MBNET Service Provider's ability to request bids immediately without notice.
The following sections of these TOUs shall continue in full force and effect upon termination of these TOUs or the agreement created by these TOUs: 5, 6 and 8.
2. Licenses
2.1 Subject to the provisions of these TOUs, MB grants to the MBNET Service Provider 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 MBNET Service Provider 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 The MBNET Service Provider shall not (a) (a) 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 (de) attempt to gain unauthorized access to the MBNET or its related systems or networks.
3. Use of MBNET and MBNET Service Provider Data
3.1 The MBNET Service Provider shall select an ID and password that will permit MBNET Service Provider to access and use the MBNET. MBNET Service Provider 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, the MBNET Service Provider 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 MBNET Service Provider submits to MB in the course of using the MBNET (collectively the "MBNET Service Provider Data"). MBNET Service Provider, not MB, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all MBNET Service Provider Data. The MBNET Service Provider 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 MBNET Service Provider 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 MBNET Service Provider Data to a third party without the express written consent of MBNET Service Provider.
3.3 MBNET Service Provider 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 MBNET Service Provider agrees that MB is authorized to use, reproduce and generally make such information available to third parties in the aggregate, provided that the MBNET Service ProviderÔs information shall not include personally identifiable information about those that use the MBNET or be attributable to MBNET Service Provider.
3.4 MB shall have the right during the Term of this Agreement to list and name the MBNET Service Provider as a user of the MBNET.
3.5 MBNET IS NOT AN AUCTION.
4. Payment. MBNET Services Provider shall pay MB a small fee for each bid they submit and an additional fee if they win a bid request they bid on. (the "Bid Fee" or "Bid Fees"). The Bid Fees shall be set forth on the public "How It Works for Service Providers" page and on the MBNET Service Providers submit a bid page from within their account. Prior to submitting a bid, MBNET Services Provider shall provide to MB a valid and current credit or debit card number, along with, if required, an expiration date and security number (the "Payment Card"). MB shall credit or debit, as applicable, the Bid Fees to the Payment Card (along with all applicable sales and use taxes) at the end of each calendar month for each Bid made by MBNET Services Provider in such calendar month. MB may terminate, without notice, MBNET Services Providers' access to MBNET if MB is not able to use the Payment Card to collect the Bid Fee and applicable taxes. Under no circumstances are refunds granted.
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, WITTHOUT 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 THE TOTAL OF BID FEES PAID BY MBNET SERVICE PROVIDER TO MB DURING THE THREE (3) MONTHS PRIOR TO THE DATE THAT ANY DAMAGE OR CAUSE OF ACTION AROSE.
6. Indemnification. The MBNET Service Provider 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, 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 MBNET Service Provider of the representations and warranties set forth in Sections 7 below; (b) MBNET Service Provider's breach of Section 2 above; and (c) their agreement with a User and/or their performance of the Services; provided that MB (i) gives the MBNET Service Provider prompt written notice of the claim; (ii) gives the MBNET Service Provider control of the defense and settlement of the claim (provided that the MBNET Service Provider may not settle or defend any claim unless the MBNET Service Provider unconditionally releases MB of all liability and such settlement does not affect MB); and (iii) provides the MBNET Service Provider 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 MBNET Service Provider 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 MBNET Service Provider 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 MBNET Service Provider further represents and warrants to MB that MBNET Service Provider Data: (a) is original to the MBNET Service Provider or that the MBNET Service Provider has secured the rights to provide and use such MBNET Service Provider 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 MBNET SERVICE PROVIDER IS SOLELY RESPONSIBLE FOR: (A) THEIR USE OF THE MBNET; (B) A USER'S SUBSEQUENT PURCHASE OF THE SERVICES FROM MBNET SERVICE PROVIDER; (C) ANY AGREEMENT THEY ENTER INTO WITH A USER AND THEIR SUBSEQUENT PERFORMANCE OF THE SERVICES. ANY AGREEMENT FOR SERVICES SHALL BE SOLELY BETWEEN USER AND THE MBNET SERVICE PROVIDER. THE USERS ARE NOT SCREENED OR APPROVED BY MB. MB DOES NOT REPRESENT OR WARRANT THE QUALITIFICATIONS OF THE USER, THEIR INTENT TO PURCHASE SERVCIES OR THEIR ABILITY OR CAPACITY TO PAY FOR SERVICES.
7.5 THE MBNET SHALL BE MADE AVAILABLE BY MB TO MBNET SERVICE PROVIDER 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 MBNET SERVICE PROVIDER'S REQUIREMENTS.
8. Other Provisions
8.1 MBNET Service Provider 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 MBNET Service Provider 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).