Last changed: 01/01/2017

General Terms and Conditions

1. INTRODUCTION

TenderFair welcomes you. Please carefully review these Terms of Use (“TOU” or “Agreement”), as they contain important information regarding your legal rights, remedies, and obligations. The TOU apply if you visit, view, use, or access (collectively, “access”) TenderFair’s websites made available on (the “Website”), and/or (hereinafter, “or”) if, through any Internet-enabled mechanism, you access data, information, products, services, or applications (collectively, “Services”) made available by or from TenderFair.

2. LEGALLY BINDING AGREEMENT

By accessing the Website or Services, you represent and warrant that you have read and understood, and agree to be bound by these TOU and that you acknowledge the adequacy of consideration of this Agreement. Please review this document carefully as it is a legally binding document between you and TenderFair. If you do not agree to these TOU, you are prohibited from accessing the Website and the SERVICES. Please exit immediately. TenderFair reserves the right to modify, alter and update the content of these TOU at any time. Changed TOU will be indicated by the “effective date” at the top of this agreement. If you do not agree to such changes, please exit the Website and Services immediately.

3. ELIGIBILITY

The Website and Services are not targeted to, and should not be used by, persons under the age of 18. BY ACCESSING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD, ARE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW, and are not barred from accessing the website or services under the laws of any applicable jurisdiction.

4. PRIVACY STATEMENT; CHANGES TO AGREEMENT AND PRIVACY POLICY

5. MEMBER REGISTRATION

6. SUBSCRIPTION ACCOUNTS

7. LICENSE

Subject to your compliance with the terms and conditions of this Agreement, and any other agreement between you and TenderFair, TenderFair grants you a non-exclusive, non-sublicensable, non-assignable, revocable, non-transferable license to access the Website and Services. Except as expressly set forth herein, this Agreement grants you no rights in or to the intellectual property of TenderFair or any other party. In the event that you breach any provision of this Agreement, your rights under this paragraph will immediately terminate. By accepting this license, you agree that all information contained in the Directory is the proprietary, confidential information of TenderFair, that you will safeguard and protect such information, and that you will use the information in accordance with the Code (below). Your obligations set forth above shall survive termination of this Agreement. To the extent you elect to submit contact or company information (including portions thereof) to TenderFair for inclusion in the TenderFair database, you hereby grant TenderFair a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Website and Services any such submitted information (including any portions thereof submitted by you) and distribute such information through the Website and Services.

8. CODE OF CONDUCT

This section sets forth the TenderFair Code of Conduct (the “Code”). All Members and Website Visitors must fully comply with this Code at all times. You certify, represent and warrant that you will not violate this Code.

TenderFair intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws. TenderFair reserves the right to seek civil, criminal or injunctive relief, at its sole discretion and without obligation, to enforce this Code.

9. YOUR CREATIVE CONTENT

Separate and apart from contributing to the Directory, TenderFair's Website may allow you to post content, such as messages, images, text, photos, graphics, audio, video or other material (“Your Creative Content”) through message boards, forums, Member blogs or other interactive features. With respect to Your Creative Content, while you retain any and all of your lawfully owned rights therein, you hereby grant TenderFair a royalty-free, perpetual, irrevocable, worldwide transferable, non-exclusive and fully-sublicensable right and license to view, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display Your Creative Content (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed, and to exercise the same rights with respect to such works. You also permit any Visitor of TenderFair's Website to access, store, distribute, perform, reproduce and prepare derivative works of Your Creative Content. No compensation will be paid to you or to any other person or entity with respect to Your Creative Content.

TenderFair may remove Your Creative Content at any time in its sole discretion. You are solely responsible at your own cost and expense to create backup copies of Your Creative Content. Likewise, by accessing the Services you may be exposed to other Members’ Creative Content that you find offensive, indecent or objectionable -- you agree that you use the Website and Services at your own risk.

You agree that TenderFair is not under any obligation of confidentiality, express or implied, with respect to Your Creative Content. You represent and warrant that you own or otherwise control all necessary rights to Your Creative Content, that it does not violate or infringe upon the intellectual property rights of a third party, that it is accurate, that it does not contain libelous, defamatory or otherwise unlawful material, that it does not violate anyone’s rights to publicity or privacy, that it will not cause injury to any person or entity, that it does not otherwise violate these TOU, and that you will indemnify TenderFair and its service providers for all claims resulting from Your Creative Content.

As the provider of the Website, TenderFair is only a forum and is not liable for any statements, representations, or omissions made through Your (or other Visitors’) Creative Content. Any opinions, advice, purported facts, or recommendations expressed therein are those of the Visitors who make them, and not those of TenderFair; TenderFair does not endorse any opinion, purported fact, recommendation or advice expressed therein. Likewise, it is your responsibility to exercise due care and caution (for your privacy, safety, and identity, among other concerns) when posting Your Creative Content or accessing the Website or Services.

10. DISCLAIMERS; LIMITATION OF LIABILITY

11. INDEMNIFICATION

You agree to indemnify and hold TenderFair, its directors, officers, employees and agents, and its suppliers, licensors, and service providers, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys' fees (collectively, “Claims”), arising out of or in connection with: (1) your use of the Website or Services; (2) any violation of this Agreement (including, without limitation, the Code); (3) your violation of any law or the rights of any third party. TenderFair will have the right, but not the obligation, to participate through counsel of its choice in any defense by you of any Claims as to which you are required to defend, indemnify, or hard harmless TenderFair. You may not settle any Claims without the prior written consent of the concerned TenderFair person or persons.

12. THIRD-PARTY WEBSITES

On TenderFair’s Website, you may find links to websites operated by third parties (“Third-Party Sites”). TenderFair does not endorse or control Third-Party Sites, each of which may be governed by its own terms of service and privacy policy. TenderFair disclaims, and you hereby agree to assume, all responsibility and liability for any damages or other harm, whether to you or third-parties, resulting from your use of Third-Party Sites. Please take all protections necessary to protect yourself and your computer system when accessing Third-Party Sites, particularly when downloading or purchasing anything therefrom.

13. TERMINATION

14. ARBITRATION

EXCEPT AS MAY OTHERWISE BE PROVIDED BELOW OR IN A SIGNED AGREEMENT BETWEEN YOU AND TenderFair, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT OR YOUR ACCESS OF THE WEBSITE OR SERVICES SHALL BE FINAL AND BINDING ARBITRATION, except that: (a) to the extent that either of you or TenderFair has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, or you have otherwise violated the Code set forth above, then you and TenderFair acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought; and (b) no disputes or claims relating to any transactions you enter into with a third party through the Website may be arbitrated.

Arbitration under this Agreement shall be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes ( the “AAA Consumer Rules”) (collectively the “AAA Rules”). The location of the arbitration shall be in Chicago, Illinois, and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

15. GOVERNING LAW

This Agreement, including without limitation its construction and enforcement, shall be treated as though it were executed and performed in Chicago, Illinois, and shall be governed by and construed in accordance with the laws of the State of Illinois without regard to its conflict of law principles.

To the extent arbitration is not required under this Agreement, THE PROPER VENUE FOR ANY JUDICIAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE OR SERVICES WILL BE THE STATE AND FEDERAL COURTS IN SAN MATEO, CALIFORNIA. IN CONNECTION WITH THIS SECTION, THE PARTIES HEREBY STIPULATE TO, AND AGREE TO WAIVE ANY OBJECTION TO, THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS, AND FURTHER EXPRESSLY SUBMIT TO EXTRATERRITORIAL SERVICE OF PROCESS.

To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE OR SERVICES SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER VISITORS OF THE WEBSITE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to this agreement, the Website or Services be instituted more than one (1) year after the cause of action arose.

16. MISCELLANEOUS

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