TERMS OF USE

Introduction

PLEASE READ THESE WEBSITE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE (THE “WEBSITE”). THESE WEBSITE TERMS OF USE (THE “TERMS OF USE”) GOVERN YOUR ACCESS TO AND USE OF THE WEBSITE. THE WEBSITE IS AVAILABLE FOR YOUR USE ONLY ON THE CONDITION THAT YOU AGREE TO THE TERMS OF USE SET FORTH BELOW. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE, DO NOT ACCESS OR USE THE WEBSITE. BY ACCESSING OR USING THE WEBSITE, YOU SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE TERMS OF USE. FOR THE PURPOSES OF THIS AGREEMENT “YOU” INCLUDES YOURSELF, YOUR EMPLOYEES, YOUR REPRESENTATIVES, YOUR AGENTS AND ANY OTHER THIRD PARTY ACTING ON YOUR BEHALF IN CONNECTION WITH THE WEBSITE AN/OR THE SERVICES.

1. General

Bid Genie Group, LLC and its subsidiaries and affiliate websites (collectively, “Bid Genie Group”) operate a number of Websites and associated Web pages. Bid Genie Group, LLC refers to this group of Websites as the “Bid Genie Group.” Any person accessing or using the Bid Genie Group is referred to as “you”.

2. Scope of Terms of Use

These Terms of Use govern Your use of the Website and all applications, software and services (collectively, “Services”) available via the Website, except to the extent such Services are the subject of a separate agreement. By accessing or using any part of the Bid Genie Group or the services provided on it or other Web sites as set forth below (collectively, the “Services”), you agree to accept and comply with the terms, conditions, and notices stated herein and as may be modified by Bid Genie Group from time-to-time without notice to you (the “Terms of Use”). These Terms of Use constitute a binding contract between Bid Genie Group and you. You are responsible for regularly reviewing the Terms of Use. If you do not wish to be bound by these Terms of Use, please do not access or use any part of the Bid Genie Group. Additional terms may govern use of certain Websites or Web pages within the Bid Genie Group.

3. Modifications

Bid Genie Group, may revise and update these Terms of Use at any time. Your continued usage of the Website after any changes to these Terms of Use will mean You accept those changes. Any aspect of the Website may be changed, supplemented, deleted or updated without notice at the sole discretion of Bid Genie Group. Bid Genie Group may also change or impose fees for products and services provided through the Website at any time in its sole discretion. Bid Genie Group may establish or change, at any time, general practices and limits concerning other Bid Genie Group products and services in its sole discretion.

4. License and Ownership; Access to Website

Any and all intellectual property rights (“Intellectual Property”) associated with the Website and its contents (the “Content”) are the sole property of Bid Genie Group, its affiliates or third parties. The Content is protected by copyright and other laws in both the United States and other countries. Elements of the Website are also protected by trade dress, trade secret, unfair competition, and other laws and may not be copied or imitated in whole or in part. All custom graphics, icons, and other items that appear on the Website are trademarks, service marks or trade dress (“Marks”) of Bid Genie Group, its affiliates or other entities that have granted Bid Genie Group the right and license to use such Marks and may not be used or interfered with in any manner without the express written consent of Bid Genie Group. Except as otherwise expressly authorized by these Terms of Use, You may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit, or distribute the Intellectual Property of the Website in any way without Bid Genie Group's or the appropriate third party's prior written permission. Except as expressly provided herein, Bid Genie Group does not grant to You any express or implied rights to Bid Genie Group's or any third party's Intellectual Property.

Bid Genie Group grants You a limited, personal, nontransferable, nonsublicensable, revocable license to access and use only the Website, Content and Services only in the manner presented by Bid Genie Group only in the manner expressly permitted by Bid Genie Group. Except for this limited license, Bid Genie Group does not convey any interest in or to the Content, Services, Website or any other Bid Genie Group property by permitting You to access the Website. Except to the extent required by law or as expressly provided herein, none of the Content may be reverse-engineered, modified, reproduced, republished, translated into any language or computer language, re-transmitted in any form or by any means, resold or redistributed without the prior written consent of Bid Genie Group. You may not make, sell, offer for sale, modify, reproduce, display, publicly perform, import, distribute, retransmit or otherwise use the Content in any way, unless expressly permitted to do so by Bid Genie Group. You may not use data-mining, robots, or any other data-gathering and extraction tools. You may not use webpage frames to enclose any part of the Website. You may not use any metatags or other hidden text that includes Bid Genie Group trademarks or trade names. You may not use the Website for any unlawful purpose.

You will access the Services through the Website with a username or password or other access methods that the Company may specify (collectively, “Access Methods”). You are solely responsible for ensuring that your Access Methods are known to and used only by your employees and other permitted users acting on your behalf solely for legitimate business purposes (“Authorized Users”). At Bid Genie Group’s request, you will provide Bid Genie Group a list of your Authorized Users. You will be (a) solely responsible for all acts or omissions of any person using the Services through your Access Methods and (b) without limitation of the foregoing or any other provision of this Agreement, bound by the terms of all transactions executed and orders placed through the Services using your Access Methods. All transmissions generated by use of your Access Methods will be deemed to be authorized by you and made by an Authorized User whether or not Bid Genie Group acknowledges receipt of such transmission. If your Access Methods have been lost, stolen or compromised, you will immediately notify Bid Genie Group. Upon receipt of this notice, your Access Methods will be cancelled, but you are responsible for any actions taken through the use of such Access Methods before they are cancelled. In Bid Genie Group’s sole discretion, it may terminate, revoke, suspend, modify, or change any or all of your Access Methods at any time with or without prior notice. You will be solely responsible for any losses, damages or costs that you may incur as a result of errors made by, or the failure of, the software or equipment that you use to access the Service.”

5. Restrictions on Use of the Website

In addition to other restrictions set forth in these Terms of Use, You agree that:

(a) You shall not disguise the origin of information transmitted through the Website or place false or misleading information on the Website.

(b) You will not use or access any service, information, application or software available via the Website in a manner not expressly permitted by Bid Genie Group.

(c) You will not input or upload to the Website any information which contains viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system, the Website or Information or that infringes the Intellectual Property (defined below) rights of another.

(d) Certain areas of the Website may be restricted to customers of Bid Genie Group.

(e) You may not use or access the Website or Services in any way that, in Bid Genie Group's judgment, adversely affects the performance or function of the Services or the Website or interferes with the ability of authorized parties to access the Services or the Website.

(g) You will use the Website for lawful purposes only and will not submit or transmit through the Website any material or engage in conduct that (1) violates or infringes the rights of others, including, without limitation, rights in intellectual property such as trademarks, copyrights, patents and trade secrets, (2) is unlawful, threatening, abusive, profane, explicit, harassing, defamatory, fraudulent, constitutes an invasion of privacy or contains explicit, graphic, obscene or pornographic materials; or which otherwise violates any law, rule, regulation or the rights of a third party (3) impersonates any person, including Bid Genie Group and its employees, principals, agents, consultants or affiliates or allows you or a third party unlawful access to a third party’s computer or network; or (4) violates these Terms of Use or any policy of Bid Genie Group.

6. Links

(a) Outbound Links. The Website may contain links to third-party Websites and resources (collectively, “Linked Sites”). These Linked Sites are provided solely as a convenience to You and not as an endorsement by Bid Genie Group of the content on such Linked Sites. Bid Genie Group makes no representations or warranties regarding the correctness, accuracy, performance or quality of any content, software, service or application found at any Linked Site. Bid Genie Group is not responsible for the availability of the Linked Sites or the content or activities of such sites. If You decide to access Linked Sites, You do so at Your own risk. In addition, Your use of Linked Sites is subject to any applicable policies and terms and conditions of use, including but not limited to, the Linked Site's privacy policy.

(b) Inbound Links. Linking to any page of the Website other than to http://www.ElevatorBidGenie.com through a plain text link is strictly prohibited in the absence of a separate linking agreement with Bid Genie Group. Any website or other device that links to http://www.ElevatorBidGenie.com or any page available therein is prohibited from (a) replicating Content, (b) using a browser or border environment around the Content, (c) implying in any fashion that Bid Genie Group or any of its affiliates are endorsing it or its products, (d) misrepresenting any state of facts, including its relationship with Bid Genie Group or any of its affiliates, (e) presenting false information about Bid Genie Group products or services, and (f) using any logo or mark of Bid Genie Group or any of its affiliates without express written permission from Bid Genie Group.

7. Submissions

Bid Genie Group does not accept ideas, concepts, or techniques for new services or products through the Website (“Comments”). If such Comments are received, You acknowledge that (a) they will not be considered confidential or proprietary, (b) Bid Genie Group and its affiliates are under no obligation to keep such information confidential, and (c) Bid Genie Group will have an unrestricted, perpetual irrevocable, world-wide, royalty free right to use, copy, communicate, reproduce, publish, display, distribute and exploit such Comments (in whole or in part) in any manner it chooses.

8. Termination; Sale of Bid Genie Group

You agree that Bid Genie Group, in its sole discretion, may terminate or suspend Your use of the Website, the Services and Content at any time and for any or no reason in its sole discretion, even if access and use continues to be allowed to others. Upon such suspension or termination, You must immediately (a) discontinue use of the Website, and (b) destroy any copies You have made of any portion of the Content. Accessing the Website or Services after such termination, suspension or discontinuation shall constitute an act of trespass. Further, You agree that Bid Genie Group shall not be liable to You or any third party for any termination or suspension of Your access to the Website and/or the Services. In the event that Bid Genie Group is transferred, assigned or sold to a third party, such a sale will not be deemed a transfer of personal information so long as that third party agrees to assume Bid Genie Group’s obligations as to these Terms of Use and the associated Privacy Policy.

9. Indemnification.

You agree to defend, indemnify and hold harmless Bid Genie Group and its respective affiliates, officers, directors, members, managers, employees, representatives and agents from and against any and all claims, damages, liabilities, costs and expenses, including attorneys’ fees, arising out of or related to the Content and the Services obtained by you by your use of the Website, your violation of any of these Terms of Use or any other policy of Bid Genie Group and your violation of any law, rule or regulation or the rights of any third party.

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 You connect with service providers. However, each individual/user of the website is solely responsible for selecting an appropriate service provider based on the scope-of-work 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.

10. DISCLAIMER OF WARRANTIES

YOU ACKNOWLEDGE AND AGREE THAT BID GENIE GROUP IS NOT A GOVERNMENT AGENCY AND DOES NOT REPRESENT OR SPEAK ON BEHALF OF ANY GOVERNMENT AGENCY. BID GENIE GROUP MAKES NO REPRESENTATIONS ABOUT THE RESULTS TO BE OBTAINED FROM USING THE WEBSITE OR THE CONTENT. THE USE OF SAME IS AT YOUR OWN RISK.

THE WEBSITE, THE SERVICES AND THE CONTENT ARE PROVIDED ON AN "AS IS" BASIS. BID GENIE GROUP, ITS LICENSORS, AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE.

BID GENIE GROUP AND ITS AFFILIATES, LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, SECURITY OR TIMELINESS OF THE CONTENT OR SERVICES PROVIDED ON OR THROUGH THE USE OF THE WEBSITE. NO INFORMATION OBTAINED BY YOU FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED BY BID GENIE GROUP IN THESE TERMS OF USE.

SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTY, SO THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU. IF YOU ARE DEALING AS A CONSUMER, YOUR STATUTORY RIGHTS THAT CANNOT BE WAIVED, IF ANY, ARE NOT AFFECTED BY THESE PROVISIONS. YOU AGREE AND ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND WARRANTY PROVIDED IN THESE TERMS OF USE ARE FAIR AND REASONABLE.

11. LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BID GENIE GROUP (AND AFFILIATE WEBSITES), INCLUDING ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, PARENTS, SUBSIDIARIES, AFFILIATES, DISTRIBUTORS, SUPPLIERS, LICENSORS, AGENTS OR OTHERS INVOLVED IN CREATING, SPONSORING, PROMOTING, OR OTHERWISE MAKING AVAILABLE THE WEBSITE AND ITS CONTENTS (COLLECTIVELY THE "COVERED PARTIES"), BE LIABLE TO ANY PERSON OR ENTITY WHATSOEVER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, COMPENSATORY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO: (I) LOSS OF GOODWILL, PROFITS, BUSINESS INTERRUPTION, DATA OR OTHER INTANGIBLE LOSSES; (II) YOUR INABILITY TO USE, UNAUTHORIZED USE OF, PERFORMANCE OR NON-PERFORMANCE OF THE WEBSITE; (III) UNAUTHORIZED ACCESS TO OR TAMPERING WITH YOUR PERSONAL INFORMATION OR TRANSMISSIONS; (IV) THE PROVISION OR FAILURE TO PROVIDE ANY SERVICE; (V) ERRORS OR INACCURACIES CONTAINED ON THE WEBSITE OR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS OBTAINED THROUGH THE WEBSITE; (VI) ANY TRANSACTIONS ENTERED INTO THROUGH THIS WEBSITE OR WEB PAGE; (VII) ANY PROPERTY DAMAGE INCLUDING DAMAGE TO YOUR COMPUTER OR COMPUTER SYSTEM CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS, DURING OR ON ACCOUNT OF ACCESS TO OR USE OF THIS WEBSITE OR ANY WEBSITE TO WHICH IT PROVIDES HYPERLINKS; OR (VIII) DAMAGES OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, ANY DELAY OR INABILITY TO USE THE WEBSITE, OR ANY INFORMATION, PRODUCTS, OR SERVICES OBTAINED THROUGH THE WEBSITE. THE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF A COVERED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

FURTHER, THE SERVICE PROVIDERS ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF THE COVERED PARTIES. TO THE EXTENT PERMITTED BY LAW, THE COVERED PARTIES DO NOT ASSUME LIABILITY FOR ANY INJURY, DAMAGE, DEATH, LOSS, ACCIDENT OR DELAY DUE TO AN ACT OR OMISSION OF A SERVICE PROVIDER, INCLUDING, WITHOUT LIMITATION, AN ACT OF NEGLIGENCE OR THE DEFAULT OF A SERVICE PROVIDER, OR AN ACT OF GOD. FURTHER AND TO THE EXTENT PERMITTED BY LAW, NO RESPONSIBILITIES ARE ACCEPTED FOR ANY DAMAGE AND/OR DELAY DUE TO SICKNESS, PILFERAGE, LABOR DISPUTES, BANKRUPTCY, MACHINERY BREAKDOWN, QUARANTINE, GOVERNMENT RESTRAINTS, WEATHER, TERRORISM OR CAUSES BEYOND THE COVERED PARTIES' CONTROL. NO RESPONSIBILITY IS ACCEPTED FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, FAILURE TO FULFULL THE SERVICE REQUESTED OR ACTS OF ANY GOVERNMENTAL AUTHORITY.

TO THE EXTENT PERMITTED BY LAW, THE REMEDIES STATED FOR YOU IN THESE TERMS OF USE ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH BID GENIE GROUP IS TO DISCONTINUE YOUR USE OF THE WEBSITE AND THE SERVICES. BID GENIE GROUP IS NOT RESPONSIBLE FOR WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE WEBSITE. UNDER NO CIRCUMSTANCES WILL BID GENIE GROUP BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE’S USE OF THE WEBSITE, THE CONTENT POSTED ON THE WEBSITE OR TRANSMITTED TO USERS, OR ANY INTERACTIONS BETWEEN OR AMONG USERS OF THE WEBSITE, WHETHER ONLINE OR OFFLINE.

No Covered Party shall be responsible for any Service Provider's breach of any warranty including, but not limited to, implied warranties of fitness for a particular purpose or of merchantability, nor shall any Covered Party be responsible for any other wrongdoing of a Service Provider (including any liability in tort), as to any products and/or services available through this website. No Covered Party shall be responsible for any Service Provider's failure to comply with this Agreement, nor for any Service Provider's failure to comply with applicable federal, state, provincial and local law.

If, notwithstanding the above, a Covered Party is found liable for any claims relating to or arising out of your use of the service or the website, regardless of the form of the action, exceed the greater of the fees paid by you to Bid Genie Group or $50.

12. Compliance with Law

You agree to use the Website in strict compliance with all applicable laws, rulings and regulations and in a fashion that does not, in the sole judgment of Bid Genie Group, negatively reflect on the goodwill or reputation of Bid Genie Group and shall take no actions which would cause Bid Genie Group to be in violation of any laws, rulings or regulations applicable to Bid Genie Group.

13. Governing Law

These Terms and Conditions are to be governed by and construed in accordance with the law of the State of New York without reference to its conflicts of law rules. You agree that any action at law or in equity arising out of or relating to these terms shall be filed only in the state or federal courts located in the New York County in the State of New York.

14. Electronic Communications.

When you visit the Website or send e-mail to Bid Genie Group, you are communicating electronically. Bid Genie Group will communicate with you by e-mail or by posting notices on the Website. You agree that all notices, disclosures, and other communications that Bid Genie Group makes electronically satisfy any legal requirement that such communications be in writing. If you want to withdraw this consent, please stop using this Website.

15. General

You may not assign these Terms of Use or any of Your interests, rights or obligations under these Terms of Use. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

16. COMPLETE AGREEMENT

EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE LICENSE OR OTHER WRITTEN AGREEMENT BETWEEN YOU AND BID GENIE GROUP, THESE TERMS OF USE CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND BID GENIE GROUP WITH RESPECT TO THE USE OF THE WEBSITE, AND ANY SOFTWARE OR SERVICE, INFORMATION OR CONTENT CONTAINED THEREIN, AND SUPERSEDE ALL DISCUSSIONS, COMMUNICATIONS, CONVERSATIONS AND AGREEMENTS CONCERNING THE SUBJECT MATTER HEREOF.

If you have any questions or concerns regarding the Terms of Use, please contact us at Info@BidGenieGroup.com

Bid Genie Group, LLC

P.O. Box 616

New York, NY 10014