Decision Maker Agreement Terms & Conditions
Decision Maker – Service Request and Bid Award Agreement
BEFORE USING THE WEBSITE, SERVICES, FEATURES, CONTENT AND BID APPLICATIONS OFFERED BY BID GENIE GROUP, LLC (“BID GENIE GROUP” AND ITS AFFILIATES), PLEASE READ THIS DECISION MAKER AGREEMENT.
THIS AGREEMENT IS THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOU AND YOUR ENTITY’S (COLLECTIVELY, “DECISION MAKER,” “SERVICES,” “YOU” OR “YOUR”) USE OF SERVICES.
YOUR RIGHT TO USE THE SERVICE IS BASED ON THE ACCEPTANCE OF THIS AGREEMENT. YOU UNCONDITIONALLY AGREE TO BE BOUND BY THIS AGREEMENT WHETHER AS AN INDIVIDUAL ACCESSING THE SERVICES ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THIS AGREEMENT AND ARE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THIS AGREEMENT OR DO NOT HAVE THE AUTHORITY TO BIND YOUR EMPLOYER OR APPLICABLE ENTITY, YOU MAY NOT ACCESS OR USE THE SERVICES IN ANY MANNER FOR ANY PURPOSE.
This Agreement is effective between Bid Genie Group and Decision Maker as of the date Decision Maker accepts this Agreement. The Decision Maker and Bid Genie Group may collectively be referred to hereafter as the “Parties” and individually as a “Party.”
1. SERVICES
Subject to the terms and conditions of this Agreement, Bid Genie Group will facilitate the bidding and introduction of Decision Maker’s service request(s) (“Bid Award”) to Service Providers (a “Service Provider”) for the procurement of services for the Decision Maker via the Bid Genie Group network of websites.
The service request for bid, initiated by the Decision Maker shall mean a request to bid by Bid Genie Group (and affiliate websites) based on the information provided by Decision Maker to Bid Genie Group for which the Decision Maker requires bids from service provider’s in order to procure services.
The Decision Maker agrees to comply with the terms and conditions, including without limitation in connection with the Bid Award for Service Providers from Bid Genie Group, for the term of this Agreement.
Services Limitation: Bid Genie Group provides a bidding network for Decision Makers to connect with qualified Service Providers. Bid Genie Group does not employ, recommend or endorse any Service Provider nor is it responsible for the conduct of any Service Provider. Bid Genie Group provides information and tools to help Decision Makers connect and make smart money saving and informed decisions. However, the Decision Maker is solely responsible for selecting an appropriate Service Provider based on the bids provided and for complying with all applicable laws in connection with any employment relationship they establish. Bid Genie Group does not provide any direction or engage in any conduct that requires a professional license. The Parties agree that no additional services are included with this Agreement, other than those specifically contained in this Agreement.
As a result of the service request or bid award, the Decision Maker hereby agrees and understands that Bid Genie Group shall not be obligated to arrange or facilitate any in-person meetings, assist with RFP’s, engage in any negotiations on behalf of Decision Maker with respect to any Bid Award, or provide any other advice or information to Decision Maker with respect to a Service Provider and/or any Service Request or Bid Awarded.
Bid Award Acceptance: When a Decision Maker enters into an agreement with a Service Provider with respect to a Service Request via Bid Genie Group’s network of websites, the Decision Maker shall select the Service Provider based on the bids provided by Bid Genie Group. Decision Maker will confirm acceptance of bid by responding to the Confirmation at HYPERLINK "mailto:Bids@BidGenieGroup.com" Bids@BidGenieGroup.com Following the confirmation of said bid, Bid Genie Group will escrow funds received from the Decision Maker until such time as the Service Provider has completed the bid award, or depending on the duration and scope-of-work, payments shall be made at defined milestones until completion is met.
Bid Award Completion: Once a Service Provider completes the services for Decision Maker according to a bid award, Decision Maker will confirm completion by responding to an email from HYPERLINK "mailto:Bids@BidGenieGroup.com" Bids@BidGenieGroup.com Bid Genie Group will compensate Service Provider for services rendered from escrowed funds received from Decision Maker less referral fee on completion, or once agreed upon payment milestones are met, which are dependent on the nature and duration of the services rendered.
2. TERM AND TERMINATION
The Term of this Agreement shall commence upon execution of a Service Request via Bid Genie Group’s websites (“this Agreement”) and shall remain in effect until termination as provided herein.
Either Party may terminate this Agreement effective upon thirty (30) days’ notice to the other Party. Either Party may terminate this Agreement by sending an email to the other Party. If either Party materially breaches a material provision of this Agreement, the other Party may terminate this Agreement upon ten (10) days’ notice.
Effect of Termination: In the event of termination or expiration of this Agreement, Decision Maker shall immediately cease all use of the Services, which includes not making any further service requests for bid via the Bid Genie Group network of websites. Decision Maker will also cease interactions with Service Providers referred by Bid Genie Group with respect to current and active service requests placed with Bid Genie Group network of websites. Notwithstanding any termination or expiration of this Agreement, the following Sections of this Agreement shall survive and remain in full force and effect: 2, 3, 4, 5, 6, and 7. Any termination or expiration of this Agreement shall be without prejudice to any other rights or remedies available under this Agreement.
3. CONFIDENTIAL INFORMATION:
Decision Maker agrees to hold Bid Genie Group’s Confidential Information (as defined by this Agreement) in confidence, and not to use or disclose such Confidential Information other than in connection with performance of bid award obligations. Per this Agreement, "Confidential Information" shall mean all proprietary and confidential information disclosed orally or in writing by Bid Genie Group to Decision Maker that is identified as confidential or whose confidential nature is reasonably apparent. Confidential Information shall not include information which: (i) is or becomes a part of the public domain through no fault of Decision Maker; (ii) was in Decision Maker’s lawful possession prior to the disclosure; (iii) is lawfully disclosed to Decision Maker by a third party without restriction on disclosure or any breach of confidence; or (iv) is independently developed by Decision Maker. Decision Maker agrees to use Bid Genie Group’s Confidential Information only as necessary to perform its obligations under this Agreement and to maintain the confidentiality of Bid Genie Group’s Confidential Information using at least the same degree of care it uses in safeguarding its own Confidential Information, subject to a minimum standard of reasonable diligence and protection to prevent any unauthorized copying, use, distribution, installation or transfer of possession of such information.
No right, title or interest in or to the Confidential Information is granted by this Agreement. Decision Maker acknowledges and agrees that it shall receive, use and consider any information received from Bid Genie Group relating to Service Provider(s) and/or a service request or bid award solely and exclusively for the purposes described herein.
4. WARRANTIES: RELATIONSHIP OF THE PARTIES AND DISCLAIMER
Neither Party will (i) be an agent of the other Party for any purpose whatsoever and will not have any right or authority to assume or create any obligation of any kind, whether express or implied, on behalf of the other Party and (ii) make any representation or warranty about the other Party or its products and/or services.
Decision Maker represents and warrants that the execution, delivery and performance of this Agreement does not (i) violate any applicable law, regulation or other requirement of any governmental authority or (ii) cause any breach, default or violate any other employment, non-competition, non-solicitation, nondisclosure, confidentiality, consulting or any other contract to which Decision Maker is a party to or may be bound.
Bid Genie Group is an independent agent and nothing herein contained shall be deemed to establish or otherwise to create any relationship of employee/employer, principal and agent, partners or legal partnership, fiduciaries, franchise, or joint ventures between Decision Maker and Bid Genie Group, which would impose a liability of one Party upon the other.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS,” AND BID GENIE GROUP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM ERRORS, CORRECTNESS, ACCURACY AND RELIABILITY, AND ALL WARRANTIES ARISING OUT OF USAGE IN TRADE, COURSE OF DEALING AND COURSE OF PERFORMANCE. BID GENIE GROUP, ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET DECISION MAKER’S REQUIREMENTS, INCLUDING WITHOUT LIMITATION THAT ANY RELATIONSHIP WITH A SERVICE PROVIDER WILL RESULT FROM DECISION MAKER’S USE OF THE SERVICES OR THAT A SERVICE PROVIDER’S WORK OR SERVICE PERFORMED PURSUANT TO AN AWARDED CONTRACT WILL MEET DECISION MAKER’S EXPECTATIONS. DECISION MAKER’S USE OF THE SERVICES IS SOLELY AT ITS OWN RISK.
5. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL BID GENIE GROUP, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, COMPENSATORY OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, DESTRUCTION OF PROPERTY, DEATH OR BODILY INJURY, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF BUSINESS REPUTATION OR GOODWILL, EVEN IF BID GENIE GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL BID GENIE GROUP’S TOTAL CUMULATIVE LIABILITY TO DECISION MAKER FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF DECISION MAKER’S USE OF THE SERVICES OR THE WEBSITE, REGARDLESS OF THE FORM OF THE ACTION, EXCEED $50.00.
6. INDEMNIFICATION
Decision Maker shall indemnify, defend and hold harmless Bid Genie Group along with its affiliates, and each of its and their respective agents including but not limited to directors, officers, employees, contractors, suppliers, and representatives from and against any and all liabilities, damages, claims, losses, costs, expenses, judgments or settlements, including attorney’s fees and disbursements, that arise from or relate to Decision Maker’s (i) use or access to, the Services, (ii) violation of this Agreement, (iii) infringement by Decision Maker, or any third party using Decision Maker’s identity in the Services, of any intellectual property or other right of any person or entity or (iv) damage, loss or destruction of any tangible personal or real property. Bid Genie Group reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Decision Maker.
7. MISCELLANEOUS
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law provisions.
Decision Maker shall not assign or transfer all of any part of its interest in this Agreement without the prior written consent of Bid Genie Group.
This Agreement constitutes the entire agreement between the Parties and supersedes any and all prior agreements between them, whether written or oral, with respect to the subject matter hereof. No waiver by either Party, whether express or implied, of any provision of this Agreement, or of any breach thereof, shall constitute a continuing waiver of such provision or a breach or waiver of any other provision of this Agreement.
Severability: In case any one or more of the provisions contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of the Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
Publicity: Upon written notice (email) approval by Decision Maker, a non-exclusive license shall be granted to Bid Genie Group to use and reproduce Decision Maker’s name, logo and trademark to publicize the Services in relation to any Bid Award obtained through the Services.
Except as otherwise stated herein, Bid Genie Group shall have the right to modify this Agreement in its sole discretion upon thirty (30) days’ notice to Decision Maker. Upon such notification, Decision Maker shall then have the right to terminate this Agreement upon ten (10) days’ written notice to Bid Genie Group. To the extent Decision Maker does not expressly terminate this Agreement within such ten (10) day period, Bid Genie Group modifications thereto shall be deemed accepted.