13.  CRIMINAL BACKGROUND CHECKS.

vBidLive.com may require, in its sole discretion, from time to time, as a condition to use of the Site, that Supplier or Service Provider Firms and their Supplier or Suppliers or Service Providers each pass a background check. The Bid or Quote Requestor acknowledges that such checks will be performed by a third party and that vBidLive.com shall have no liability for such background checks, regardless of whether vBidLive.com selects the background check provider and/or pays for the background checks.  Furthermore, the Bid or Quote Requestor acknowledges that every background check process has limitations and that vBidLive.com does not represent that a Supplier or Service Provider who has passed such a check does not have a criminal history or criminal propensities.  The Bid or Quote Requestor acknowledges that the Bid or Quote Requestor must determine for itself what, if any, reliance the Bid or Quote Requestor chooses to place on such checks.
 
14.  NON-SOLICITATION OF VBIDLIVE.COM BID OR QUOTE REQUESTORS AND NON-COMPETE.       

All Supplier or Service Provider Firms names, Supplier or Suppliers or Service Providers names and other leads and prospects (“Provider Leads”) resulting from the Membership or use of the Site belong to vBidLive.com.  Supplier or Service Provider Firm and its Personnel are not permitted to market, in any fashion, products or services to the Bid or Quote Requestor, and if a Supplier or Service Provider Firm or its Personnel do so, the Bid or Quote Requestor shall notify vBidLive.com. Furthermore, the Bid or Quote Requestor acknowledges and agrees that it shall be deemed a material breach of this Agreement for the Bid or Quote Requestor to purchase any product or service from a Provider Lead independently of the Site or to otherwise circumvent the Site.  In addition, Supplier or Service Provider Firms and their Personnel are not permitted to leave with a the Bid or Quote Requestor, any brochure, coupon, magnet, business card or any other form of advertisement and the Bid or Quote Requestor agrees to notify vBidLive.com if a Supplier or Service Provider (or its Personnel) violate such prohibition.  The Bid or Quote Requestor agrees as a condition to its access to and use of the Site that the Bid or Quote Requestor and each Bid or Quote Requestor Agent shall not create a similar website or otherwise create a business model that competes, in any substantial way, with vBidLive.com and the Site during the Term and for a period of three (3) years thereafter.

15.  DEFAULT.

In the event that Bid or Quote Requestor (or any of its Personnel) breach of any of the terms of this Agreement, vBidLive.com has the right to immediately suspend and/or terminate the Bid or Quote Requestor’s Membership for cause.  Such breaches include, without limitation:
A. Any breach of the Bid or Quote Requestor’s obligations hereunder;
B. If the Bid or Quote Requestor submits any false information to the Site;
C. If the Bid or Quote Requestor becomes insolvent or files for bankruptcy;
D. If the Bid or Quote Requestor assigns this Agreement;
E. If the Bid or Quote Requestor accepts from a Supplier or Service Provider Firm any products or services outside of the Site;
F. If the Bid or Quote Requestor’s actions are deemed by vBidLive.com to interfere with or have adverse effect on vBidLive.com, the Site or its Members.
G. If the Bid or Quote Requestor violates Section 12 (Confidential Information); or
H. If the Bid or Quote Requestor violates any of the other Terms.

16.  NON-EXCLUSIVE REMEDIES.

In the event the Bid or Quote Requestor breaches the Terms or otherwise fails to perform its responsibilities in regards to a Request for Bid or Quote, then vBidLive.com shall have the right, but not the obligation to recover from the Bid or Quote Requestor the amount of any loss or damage, whether liquidated or unliquidated, suffered or incurred as a result of such default, including without limitation, reasonable attorney’s fees, penalties, increased costs and loss of profits. 
The foregoing remedies for default shall be considered distinct, separate and cumulative and shall be in addition to any other right or remedy given elsewhere in this Agreement to vBidLive.com or now or hereinafter existing at law or in equity, including any right to the recovery of reasonable attorney’s fees.

17.  GENERAL.
           
A.  Force Majeure.  vBidLive.com shall not be liable to any Member for any failure or inability to perform or for delay in performance of vBidLive.com’s obligations hereunder if caused by any strike, lockout, labor dispute, inability to obtain labor or material, act of God, governmental restriction, regulation or control, enemy or hostile governmental action, civil commotion, insurrection, sabotage, fire or other casualty or by any event similar to the foregoing beyond the control of such party, however the time to perform such obligation or satisfy such condition shall be postponed by the period of time consumed by the delay.  If vBidLive.com, as a result of any such event, be unable to exercise any right within any time limit provided therefore in this Agreement, the time limit for same thereof shall be postponed for the period of time consumed by such delay. 
B.  Publicity.  The Bid or Quote Requestor will not use vBidLive.com’s name, trademarks, service marks or commercial symbols or logos (“vBidLive.com Marks”), or reveal the existence of this Agreement in any advertising, promotional activities or publicity release and shall refrain from making any reference to this Bid or Quote Requestor Agreement or to vBidLive.com, unless vBidLive.com has given its prior written approval to such action.  Furthermore, if it becomes advisable at any time in vBidLive.com, sole discretion for the Bid or Quote Requestor to modify or discontinue the use of such vBidLive.com Marks, the Bid or Quote Requestor shall modify and/or comply immediately. 
C.  Courts; Waiver of Jury Trial and Inconsistent Claims; Attorney’s Fees.  Subject to Section 17.J, this Agreement, the federal and/or state/provincial courts of the United States and Canada shall have personal and subject matter jurisdiction over the Bid or Quote Requestor and any and all Claims, disputes, or controversies of any nature whatsoever (whether in contract, tort or otherwise, including statutory, common law, fraud, other intentional tort, property and equitable claims) arising out of, relating to, or in connection with this (i) this Agreement; (ii) the relationships which result from this Agreement; or (iii) the validity, scope, interpretation or enforceability of this Agreement, and the parties each hereby, solely and exclusively submit to the venue of such courts with respect thereto.  Any and all objections to such sole and exclusive jurisdiction and venue are hereby waived by the Bid or Quote Requestor.  The Bid or Quote Requestor’s consent to service of process permitted under the United States and/or Canada law or by certified mail, return receipt requested.  If it is determined by a court of competent jurisdiction that Bid or Quote Requestor’s submission to personal and/or subject matter jurisdiction is not valid, then the Bid or Quote Requestor agrees to submit to the exclusive jurisdiction of the United States state /Canadian province of its primary place of business (or personal residence if the Bid or Quote Requestor is not a business).  No non-U.S. and non-Canadian state/provincial or federal court shall have jurisdiction.
THE BID OR QUOTE REQUESTOR AND VBIDLIVE.COM HEREBY RESPECTIVELY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT AND THE OBLIGATIONS AND AGREEMENTS CONTAINED HEREIN.  THE BID OR QUOTE REQUESTOR ALSO IRREVOCABLY WAIVES THE RIGHT TO MAKE ANY CLAIMS INCONSITENT WITH THE TERMS, INCLUDING THIS BID OR QUOTE REQUESTOR AGREEMENT.
D.  No Assignment.  The Bid or Quote Requestor may not assign this Agreement or its rights or obligations hereunder without the prior written consent of vBidLive.com.
E.  Severability.  If any provision of this Agreement is held to be contrary to any law to which it is subject, such provision will be ineffective to the extent of such prohibition without invalidating the remaining provisions of this Agreement.
F.  Waivers.  No waiver of any provision of the Agreement or breach thereof shall be implied by failure to enforce any rights or remedy herein provided, and no express waiver shall affect any provision or breach other than that to which the waiver is applicable and only for that occurrence.
G. Communications.  Due to the inherent nature of the Internet and electronic communication transactions, the Bid or Quote Requestor agrees that vBidLive.com is not responsible for the accuracy of all transmissions to or from the Site or for any interception by unauthorized third parties of such communications.
H.  Other.  The Bid or Quote Requestor is not authorized to, and Bid or Quote Requestor shall not enter into any agreement, make purchases or incur any other obligation or expense of any kind in the name of or on behalf of vBidLive.com under any circumstances.
I.  Cumulative Rights and Remedies.  All rights and remedies are cumulative, and the exercise of any right of remedy herein provided shall be without prejudice to the right to exercise any other right or remedy provided herein, by law or by equity.
J.  Governing Law.  This Bid or Quote Requestor Agreement (and the Terms) shall be governed by the laws of the Province of Ontario, Canada, which State or Province the parties agree has a substantial relationship to the parties and to the underlying transactions embodied hereby, and in all respects, including, without limiting the generality of the foregoing, matters of construction, validity, enforcement and performance, of this Bid or Quote Requestor Agreement (and the Terms) and the obligations arising hereunder shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada applicable to contracts made within such State or Province, without giving effect to the principles of conflicts of law of such jurisdiction.
K.  General.  By using vBidLive.com for the vBidLive.com Services (including, without limitation, the information processing Services), the Bid or Quote Requestor agrees that vBidLive.com is not acting in an implied fiduciary capacity for any Supplier or Service Provider Firm or the Bid or Quote Requestor. 
L.  Notices.  The Bid or Quote Requestor agrees that vBidLive.com may send all notices to the Bid or Quote Requestor in electronic form to the email address the Bid or Quote Requestor submits during registration and that such notices shall have the same affect as written notices personally served on the Bid or Quote Requestor. 
M.  Construction and Survival.
 
(I) This Bid or Quote Requestor Agreement cancels and supersedes all prior written and unwritten agreements (other than the Terms) and understandings between the parties with respect to the subject matter described herein.
(II) This Bid or Quote Requestor Agreement is binding upon the parties hereto and their respective execu¬tors, administrators, heirs, assigns, and succes¬sors in interest, and shall not be modified except by: (a) written agreement signed by both vBidLive.com and Bid or Quote Requestor, or (b) vBidLive.com posting a revised Agreement on the Site (which revised Agreement will be binding on any Bid or Quote Requestor who continues to use this Site or post Request for Bid or Quotes.
(III) Any terms of this Bid or Quote Requestor Agreement that would, by their nature, survive the termination or expiration of this Bid or Quote Requestor Agreement shall so survive, including Section 4 (Payment and Disputes), Section 6 (Relationship and Obligation Of Parties), Section 8 (Defense And Indemnification), Section 12 (Confidential Information), Section 14 (Non-Solicitation Of VBidLive.com Bid or Quote Requestors And Non-Compete), Section 16 (Non-Exclusive Remedies) and Section 17 (General).
N.  Entire Agreement.  This Bid or Quote Requestor Agreement (together with the Terms) constitutes the entire agreement between the vBidLive.com and Bid or Quote Requestor with respect to the subject matter herein.  No representative of either party has or shall have authority to make any oral modification in the terms of this Agreement.
O.  Third Party Beneficiaries.  There are no third party beneficiaries to this Bid or Quote Requestor Agreement and Bid or Quote Requestor’s Personnel shall have no rights hereunder independent of the rights of the Bid or Quote Requestor.

*** End of Bid or Quote Requestor Agreement ***
 

SUPPLIER OR SERVICE PROVIDER AGREEMENT

THIS VBIDLIVE.COM SUPPLIER OR SERVICE PROVIDER AGREEMENT (this “Supplier or Service Provider Agreement") is a contractual agreement between vElement Corporation, Canada and you (the individual or entity, "you" or "Supplier or Service Provider Firm") who registers as a Supplier or Service Provider Firm on vBidLive.com or any related website ("Site"). This Supplier or Service Provider Agreement is effective when you click the "I Agree" checkbox on the Site. This Supplier or Service Provider Agreement together with the Terms of Service (collectively, the "Terms"), governs your membership on and use of the Site, the Services (as defined below) provided by vBidLive.com and the transactions conducted through the Site (collectively, your "Membership"). Capitalized terms used herein, but not defined herein, will have the meaning set forth in the other Terms. In consideration of the each of our obligations below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, we each agree as follows:

1. vBidLive.com Membership.

vBidLive.com is a venue (together with the other services we provide, collectively the "Service"), for you and other Supplier or Service Provider firms (each a "Supplier or Service Provider Firm") to offer the services of their Supplier or Suppliers or Service Providers (each a "Supplier or Service Provider") to individuals and/or entities who wish to buy services ("Bid or Quote Requestors") and for Bid or Quote Requestors to route requests for services ("Request for Bid or Quotes"), to Supplier or Suppliers or Service Providers of their choosing. You and other Supplier or Service Provider Firms and Bid or Quote Requestors are collectively referred to herein as "Members". Your Membership provides your firm with the opportunity to market your Supplier or Suppliers or Service Providers' (as defined below), services to Bid or Quote Requestors who create a Request for Bid or Quote on the Site. vBidLive.com's Site allows you to monitor Request for Bid or Quotes, communicate with Bid or Quote Requestors, accept Request for Bid or Quotes on behalf of your Supplier or Suppliers or Service Providers and counter offer a Request for Bid or Quote through a variety of technologies. As part of the Services, vBidLive.com may offer you additional products and/or services from time to time.

2. Click The "I Agree" Checkbox. You must register each individual who may accept Request for Bid or Quotes and otherwise communicate or your behalf (each a "Supplier or Service Provider Agent"); if you identify a Supplier or Service Provider Agent as being one of your Supplier or Suppliers or Service Providers (each a "Supplier or Service Provider"), you authorize such Supplier or Service Provider to perform service under Request for Bid or Quote accepted by you. You will: (A) create a separate individual profile for each Supplier or Service Provider Agent, (B) be responsible for all acts or omissions of Supplier or Service Provider Agents registered under your account, (C) accept each Request for Bid or Quote for a specific Supplier or Service Provider and will not substitute Supplier or Suppliers or Service Providers without the Bid or Quote Requestor's prior consent, and (D) agree on behalf of, and will require each Supplier or Service Provider Agent to agree, to the Terms as if such Supplier or Service Provider Agent were you under these Terms.
By accepting the Terms and completing the registration process, you are simultaneously (i) registering as a Supplier or Service Provider Firm and as a Supplier or Service Provider; and (ii) representing, warranting and covenanting that you and each Supplier or Service Provider registered by you/your firm can legally enter into these Terms. If you do not accept these Terms, you and your Supplier or Suppliers or Service Providers are not authorized to use the Site and/or register for a Supplier or Service Provider Firm Membership. If you have any questions about these Terms, please contact vBidLive.com at support@vbidlive.com. All references to "you" in these Terms will also refer to your Supplier or Service Provider Agents and other Personnel (as defined below).

3. Request for Bid or Quote Process.

As a Supplier or Service Provider Firm, you elect which of your Supplier or Suppliers or Service Providers to make available on the Site and which of your Personnel are authorized to accept Request for Bid or Quotes and otherwise communicate on your behalf. Bid or Quote Requestors have the option of posting Request for Bid or Quote(s) on the Site on a "Request for Quote" or a "Reverse Auction or Bid" basis. Bid or Quote Requestors select the individual Supplier or Suppliers or Service Providers to whom their Request for Bid or Quote(s) are offered.
A. Request for Bid or Quotes Posted on a “Request for Quote” basis. By posting a Request for Bid or Quote using the "Request for Quote" option on the Site, each Bid or Quote Requestor agrees to review all submissions and select the one that fulfills Bid or Quote Requestor’s requirements the best.
B. Request for Bid or Quotes Posted on a “Reverse Auction or Bid” basis. For Request for Bid or Quotes posted using the "Reverse Auction or Bid" option on the Site you agree that: (I) any bids posted on the Site by you are a binding offer by you that may be accepted by any of the Bid or Quote Requestor to whom your offer is sent on the Site and that such offer will remain open as provided for on the Site, (II) when a Bid or Quote Requestor accepts your bid (a/k/a your offer) by clicking "Accept Bid" (or similar) on the Site, a contract will exist between you and such Bid or Quote Requestor, (II) you and the Bid or Quote Requestor may comment upon an open Request for Bid or Quote and vBidLive.com may share such comments with the Bid or Quote Requestor and the other Supplier or Service Provider Firms to whom such Request for Bid or Quote was routed; and (III) you may revoke, modify or submit new bids at any time, as provided for on the Site, prior to acceptance by a Bid or Quote Requestor. If you send a new bid your prior bid will be deemed automatically revoked if it has not already been accepted by the Bid or Quote Requestor (as determined by vBidLive.com in its sole discretion).
C. Communications and User Content. You may send information to a Bid or Quote Requestor who has sent your Supplier or Suppliers or Service Providers a Request for Bid or Quote (and such Bid or Quote Requestor may send you information, each such communication a "Request for Bid or Quote Communication"), through tools on the Site (for example, through the Site's communication monitor functionality, via email, or other means). Information posted by you or by your Personnel on or through the Site, including in your bids and counter-offers (for example, job descriptions, pictures, documents, etc.) and in other Request for Bid or Quote Communications constitutes "User Content" and per the Terms vBidLive.com is free to use such User Content, without restriction or payment of any kind to you. You must use the Site to communicate changes in scope of the Request for Bid or Quotes you are awarded, changes in appointment dates, and changes in price and terms. You should also communicate such changes directly to the Bid or Quote Requestor. The Bid or Quote Requestor who issues the Request for Bid or Quote is the person or entity that retained you and you should clearly communicate with him/her the same as you would with any customer of yours. You may not tell the Bid or Quote Requestor (or any other person) that you work for vBidLive.com, you are "from vBidLive.com" or otherwise indicate that you have any relationship with vBidLive.com (other than as a Supplier or Service Provider Firm listed on the Site).
You are responsible for all Request for Bid or Quote Communications by your Personnel (e.g., questions, comments, bids, counter-offers, etc.), and all Request for Bid or Quote Communications must be made in an appropriate, business like manner in accordance with these Terms (including restrictions on obscenities or other offense materials). All Request for Bid or Quote Communications must be directly related to the underlying Request for Bid or Quote. It is a violation of these Terms for any Member (or their Personnel) to disparage any other Member, or their products or services in any Request for Bid or Quote Communication. Request for Bid or Quote Communications which are sent prior to the acceptance of the Request for Bid or Quote (or bid or counter-offer), as determined by vBidLive.com in it sole judgment, will be sent to the Bid or Quote Requestor who issued the Request for Bid or Quote and all Supplier or Service Provider Firms who received the original Request for Bid or Quote. Once the Request for Bid or Quote (or final bid or counter-offer) has been accepted, Request for Bid or Quote Communications will only be sent to the issuing Bid or Quote Requestor and the Supplier or Service Provider Firm awarded such Request for Bid or Quote; provided that vBidLive.com reserves the right to monitor all Request for Bid or Quote Communications (but vBidLive.com is under no obligation to so monitor). You are responsible for all communications (e.g., Request for Bid or Quotes, Request for Bid or Quote Communications, etc.) posted on the Site under your or your Personnel's User Ids, regardless of whether you authorized such communications.
D. Your Contract with the Bid or Quote Requestor. If you are awarded a Request for Bid or Quote, a new contract will be established between you and the issuing Bid or Quote Requestor which will cover the detailed work scope, project completion timelines, detailed pricing & payment terms, quality of products and/or services etc. 
E. Other Request for Bid or Quote Terms. The Bid or Quote Requestor retains the right to withdraw or modify a Request for Bid or Quote at any time, as provided for on the Site, and subject to these Terms. All modifications to a Request for Bid or Quote must be processed through the Site. Except in those instances where vBidLive.com has elected, in its sole discretion to post, accept or bid on a Request for Bid or Quote as a Bid or Quote Requestor or a Supplier or Service Provider Firm: (I) vBidLive.com does not control any part of the Request for Bid or Quote(s) or the contract between you and the Bid or Quote Requestor; (II) vBidLive.com does not set or endorse: (1) the price, contract terms, quality, conformance or legality of the Request for Bid or Quotes advertised; or (2) the ability of Bid or Quote Requestors to offer Request for Bid or Quotes on an independent contractor, employment or any other type of working relationship; and (III) vBidLive.com does not control whether any Bid or Quote Requestor will pay the fees they agree to pay, and (IV) Service Live is not responsible for any Request for Bid or Quote and/or contract, or the result of any such Request for Bid or Quote and/or contract made between you and the Bid or Quote Requestor.
F. Your Obligations to vBidLive.com. If you post a bid or you accept a Request for Bid or Quote, you agree (for VBidLive.com's benefit) that you: (I) accept the Bid or Quote Requestor's terms contained in the Request for Bid or Quote (as modified by Bid or Quote Requestor and you through the Site), (II) will not charge the Bid or Quote Requestor more than the maximum amount (the "Spend Limit") set forth in the Request for Bid or Quote, (III) are (by such acceptance or bid) directing vBidLive.com to divulge your and your Personnel's contact information to the Bid or Quote Requestor who posted the Request for Bid or Quote, (IV) will evaluate the location and site where the Request for Bid or Quote will be performed (the "Service Location"), verify that the services under the Request for Bid or Quote can be performed in accordance with its terms (including the payment terms and the timeline for completion of the Request for Bid or Quote as set forth in the Request for Bid or Quote), and obtain all necessary materials and equipment to perform as specified in the Request for Bid or Quote; (V) will perform the Services in a neat, professional, good and workmanlike manner strictly in accordance with the Request for Bid or Quote and all specifications therein; (VI) will also perform the Services in accordance with all applicable: established trade practices, manufacturer specifications, laws, rules, regulations, ordinances or other lawful requirements, as subsequently revised, (VII) will comply with all safety requirements promulgated by the Bid or Quote Requestor; (VIII) will not provide any services at any location unless a Bid or Quote Requestor's representative (who must be 18 years or older) is present at all times; (IX) will, at your sole cost and expense, repair any and all damage caused by you or your Personnel; (X) remove from the Service Location all of your materials and/or equipment and all debris and other garbage arising from performance of the Request for Bid or Quote (unless otherwise agreed in the Request for Bid or Quote); (XI) will provide vBidLive.com with a complete list of all employees, material suppliers and laborers to be utilized on any Request for Bid or Quote as requested by vBidLive.com from time to time during the Term of this Supplier or Service Provider Agreement, as such Term may be extended, (XII) will require your Supplier or Suppliers or Service Providers to provide reliable transportation to the Service location, (XIII) will not circumvent usage of the Site by providing any services or products not specified in a Request for Bid or Quote (as modified from time to time), issued through the Site, and (XIV) will not claim that vBidLive.com is a party to any Request for Bid or Quote between you and a Bid or Quote Requestor (unless vBidLive.com elects, in its sole discretion, to post a Request for Bid or Quote on its own behalf). In the event you fail to timely complete a Request for Bid or Quote in accordance with the requirements set forth in the Terms, then you will be responsible for all costs and expenses incurred by vBidLive.com in connection with your failure. The terms of this Section 3.F will not be deemed to be part of the contract between you and the Bid or Quote Requestor unless such terms are set forth in the applicable Request for Bid or Quote between you and the Bid or Quote Requestor.
 
G. Request for Bid or Quote Cancellation. A Bid or Quote Requestor may cancel a Request for Bid or Quote, at any time, subject to any applicable cancellation fees (as set forth on the Site from time to time). You may release (cancel) a Request for Bid or Quote without monetary penalty, however vBidLive.com may publish release percentages in your public profile and such actions may affect your ratings.
H. Fees. Currently it’s FREE for Supplier or Suppliers or Service Providers to participate RFQ/bidding process, however, vBidLive.com reserves the right to introduce a new fee structure which may require Supplier or Suppliers or Service Providers to pay to be able to participate in RFQ/bidding process. 
 
I. Venue. You agree that vBidLive.com is simply acting as a marketplace venue for Bid or Quote Requestors and Supplier or Service Provider Firms. Except for Request for Bid or Quotes posted under vBidLive.com's name, vBidLive.com is under no obligation to pay for services you perform in connection with any Request for Bid or Quote. If vBidLive.com voluntarily undertakes to pay you, you agree to pay to vBidLive.com any compensation you receive from the Bid or Quote Requestor and you agree to waive all of your rights and claims against such Bid or Quote Requestor. vBidLive.com is not responsible for any wage withholdings regarding your Personnel nor is vBidLive.com responsible for the determination of whether any sales and use taxes apply to any Request for Bid or Quote transactions.
J. vBidLive.com Verified. From time to time, vBidLive.com may, but is not obligated to, review documents provided by a Member (e.g. insurance certificates, training certifications, etc.), and if vBidLive.com, in its sole judgment, is satisfied that such document appears authentic, mark such document as "vBidLive.com Verified." You acknowledge that vBidLive.com does not guaranty the authenticity or accuracy of such document or that such document is enforce, or that it was properly obtained by the Member posting it. You agree that you will not rely upon a document's "vBidLive.com Verified" status and that VBidLive.com will have no liability to you in connection with such documents (including vBidLive.com's marking a document as "vBidLive.com Verified"). You must determine for yourself what, if any, reliance you choose to place on such documents.
K. Employees of vBidLive.com and vElement Companies. Employees of vBidLive.com and other vElement companies are not allowed to perform Request for Bid or Quotes issued on the Site by vBidLive.com or its affiliates. Any employee of vBidLive.com or its affiliates who accepts (or is assigned) a Request for Bid or Quote issued by VBidLive.com or its affiliates must promptly release such Request for Bid or Quote on the Site.

4. Payments and Disputes.

A. Payments. Unless otherwise approved by vBidLive.com in advance and in writing, all payments related to Request for Bid or Quotes must be made through the vBidLive.com authorized payment system ("Payment System"). Use of the Payment System is subject to the following separate terms and conditions. vBidLive.com has no obligation to pay you, but may do so on behalf of its affiliates and certain commercial Bid or Quote Requestors for whom vBidLive.com has separately agreed in writing to provide such Service. You authorize vBidLive.com to deduct from fund due you from the Payment System any amounts you owe vBidLive.com.
B. Disputes. vBidLive.com does not control any decisions by Bid or Quote Requestor and vBidLive.com can not compel payment by the Bid or Quote Requestor. vBidLive.com may provide limited assistance in resolving disputes between Bid or Quote Requestors and Providers Firms when both parties agree to participate in vBidLive.com's voluntary dispute resolution assistance process and when final payment for services has not been issued. By participating in such process: (I) you authorized vBidLive.com to disclose to the other party all information that vBidLive.com has regards to the dispute (including information provided by you), (II) you waive any claims against vBidLive.com or its representatives (including members of the dispute resolution committee) arising in connection with your use of the dispute resolution process (including any claims related to any recommended resolutions of your dispute) and your further agree to indemnify and hold harmless VBidLive.com and its representatives from such claims. If you are unable to resolve a dispute with a Bid or Quote Requestor regarding services you have performed, you may attempt to enforce any rights you have for payment directly against the Bid or Quote Requestor (subject to the restrictions set forth in this Supplier or Service Provider Agreement).
 
5. Criminal Background Checks.

vBidLive.com may require that each Supplier or Service Provider pass, from time to time, a background check. You acknowledge that such checks will be performed by a third party and that vBidLive.com will have no liability for such background checks, regardless of whether vBidLive.com selects the background check provider and/or pays for the background checks. Further, you acknowledge that every background check process has limitations and that you agree that vBidLive.com will have no liability for excluding you from the Site based upon the results of a background check (even if such results are incorrect).

6. Default.

In the event that you (or any of your Personnel) breach of any of these Terms, vBidLive.com has the right to immediately suspend and/or terminate your Membership for cause. Such breaches include:
A. Any breach of your obligations hereunder;
B. Any failure by you to commence or diligently pursue the completion of a Request for Bid or Quote accepted by you in accordance this Supplier or Service Provider Agreement;
C. If your submit any false information to the Site;
D. If you become insolvent or file for bankruptcy;
E. If you assign these Terms or trans¬fer control of your business;
F. If you offer any Bid or Quote Requestor any products or services outside of the Site;
G. If your actions are deemed by VBidLive.com to interfere with or have adverse effect on vBidLive.com, the Site or its Members;
H. If you are convicted by a court of, or plead no contest to, a felony, or other crime or offense;
I. If you violate Section 8 (Confidential Information) of Appendix #1.
J. If you fail to maintain in force any required insurance coverages or licenses; or
K. If you violate any of the other Terms.

7. Relationship and Obligations of Parties.

A. Neither you nor any Bid or Quote Requestor will be considered an employee, agent, partner or joint venturer of vBidLive.com and vBidLive.com will not be considered the employer, agent, partner or joint venturer of you, your Personnel or any of Bid or Quote Requestor. vBidLive.com is not involved in your hiring, firing, discipline or employment or other decisions. If an arbitrator, mediator or a court determines, notwithstanding this provision, that a Bid or Quote Requestor (or its Personnel) are agents of vBidLive.com, then your release, waivers and indemnities and other obligations under Section 4 below will apply to the Bid or Quote Requestor (and its Personnel). vBidLive.com and its affiliates may participate in the venue as Bid or Quote Requestors and Supplier or Service Provider Firms for Request for Bid or Quotes they elect, in their sole discretion, to post or accept or bid upon.
B. You agree that, except in those instances where vBidLive.com has posted a Request for Bid or Quote in its own name, vBidLive.com: (I) is not in any way be involved in the terms and conditions of your contracting arrangement with any Bid or Quote Requestor and that any services you provide pursuant to a Request for Bid or Quote are provided by and under separate agreement between you and such Bid or Quote Requestor, (II) vBidLive.com is not responsible for and can not control the manner in which Bid or Quote Requestors operate and is not involved in Bid or Quote Requestors hiring, firing, discipline or working conditions; and (III) will not provide Bid or Quote Requestor or you with any materials or tools with which to perform any Request for Bid or Quote. Any problems, complaints or questions regarding the work environment, performance or other terms and conditions of contracting must be resolved by and between you and the Bid or Quote Requestor who hires you.
C. You will abide by any and all applicable licensing, permitting, employment, non-discrimination, tax and other federal, state and local laws, statutes, ordinances and regulations. You agree to hold harmless and indemnify vBidLive.com for any and all liability arising from a violation of any such laws, statutes, ordinances and/or regulations.
D. As used herein, the term "Personnel" means, as to you, your employees, Provider Agents, other agents, and subcontractor(s), and as to vBidLive.com its employees, agents and subcontractors.

8. Changes in Terms, Suspension/Termination and Release and Waiver.

A. Changed Terms and New or Different Services. You agree that: vBidLive.com may add, delete, or modify some or all of the Services at any time. From time to time, vBidLive.com may provide features, products or Services which either are or will be set forth on the Site, which are subject to these Terms, but are also subject to the additional terms and pricing specified on the Site. With respect to these features and services provided on our Site, you will be charged, and you agree to pay VBidLive.com any fees for such features, products and/or Services, as set forth on the Site.
B. RELEASE AND WAIVER. YOU ACKNOWLEDGE THAT, IN CONSIDERATION OF YOUR MEMBERSHIP AND/OR YOUR OPPORTUNITY TO RECEIVE REQUEST FOR BID OR QUOTES YOU AND EACH OF YOUR PERSONNEL HEREBY RELEASE VBIDLIVE.COM AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, SUCCESSORS, ASSIGNS, INSURERS, AGENTS, LICENSEES, DISTRIBUTORS AND INDEPENDENT CONTRACTORS, INCLUDING THE PAYMENT SYSTEM PROVIDER (COLLECTIVELY, THE "VBIDLIVE.COM COVERED PARTIES"), FROM ANY DAMAGES OR LIABILITY WHATSOEVER RELATED TO REQUEST FOR BID OR QUOTES, THE OPERATON OF THE SITE, THE RATING SYSTEM, THE PAYMENT SYSTEM, YOUR ENGAGEMENT BY A BID OR QUOTE REQUESTOR AND ANY OF THE SERVICES, INCLUDING ANY INFORMATION PROCESSING SERVICES (COLLECTIVELY, THE "COVERED ITEMS"). YOU IRREVOCABLY WAIVE ANY CLAIMS THAT YOU OR YOUR PERSONNEL MAY HAVE IN CONNECTION WITH COVERED ITEMS (INCLUDING CLAIMS OF DEFAMATION, BAD FAITH, CONSPIRACY, TORTUOUS INTERFERENCE WITH CONTRACT, ETC.). YOU FURTHER AGREE TO INDEMNIFY THE VBIDLIVE.COM COVERED PARTIES AGAINST ANY AND ALL DAMAGES OR LIABILITY THAT VBIDLIVE.COM OR THE VBIDLIVE.COM COVERED PARTIES MAY INCUR, INCLUDING ATTORNEYS FEES AND COSTS, IN CONNECTION WITH THE COVERED ITEMS.

9. Your Interactions With Other Members.

A. You are solely responsible for your and your Personnel's interactions with Bid or Quote Requestors and other Members. You agree that vBidLive.com is not obligated to screen (and may not screen) Bid or Quote Requestors, nor does vBidLive.com inquire into the backgrounds of Bid or Quote Requestors; nor does vBidLive.com undertake to verify (unless otherwise expressly stated on the Site) Members statements and documents (e.g., insured or licensed status), and vBidLive.com is not responsible for the User Content on the Site. vBidLive.com makes no representations, warranties or covenants as to: (I) the conduct of Members (and their Personnel), or (II) the number of Request for Bid or Quotes (if any) that each you may be offered via the Site. In no event will vBidLive.com be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental (including bodily injury, emotional distress and/or any other damage), arising out of or relating in any way to: (x) the conduct of, or communication with, any Member (including any Bid or Quote Requestor or Supplier or Service Provider Firm), Personnel of such Members, or anyone else, (y) the use of the Site, and (z) Request for Bid or Quotes transmitted by and/or accepted through the Site.
B. Your decision to register for a Membership and/or your firm's decision to register Supplier or Suppliers or Service Providers and use the Site is your personal decision for which you alone are responsible. You agree that vBidLive.com does not make representations as to any Bid or Quote Requestor that you may decide to accept a Request for Bid or Quote from.
C. You are solely responsible for protecting yourself, your Supplier or Suppliers or Service Providers and your/their personal and financial information and you agree that you are not entrusting that responsibility to vBidLive.com by use of the Membership.

10. Defense And Indemnification.

A. Defense. To the fullest extent permitted by law, you will, at your own expense, defend the vBidLive.com Covered Parties against any allegation (regardless of whether it is false, fraudulent or groundless, whether your obligations are applicable pursuant to the terms of Section 4.B below, or whether it alleges any negligence, willful misconduct or culpability by vBidLive.com or any of the vBidLive.com Covered Parties) in any claim, complaint, demand, investigation, suit, proceeding or cause of action that arises, directly or indirectly, from: (I) any act or omission related to the performance of (or failure to perform) Request for Bid or Quotes, including any actual or alleged defect or improper service by you or any of your Personnel, including Supplier or Suppliers or Service Providers, (II) any breach or default under: (1) any covenant or provision of these Terms, or (2) any law, statute, or state ordinance or any governmental administrative order, rule or regulation, and (III) any claim by your Personnel, including Supplier or Suppliers or Service Providers (collectively, "Claims"). You will use counsel reasonably satisfactory to vBidLive.com in the defense of Claims against vBidLive.com Covered Parties. vBidLive.com may, at its election, take control of defense and investigation of Claims against vBidLive.com Covered Parties, and may employ and engage attorneys of its own choice to manage such Claims, at your cost, risk and expense, provided that vBidLive.com and its counsel will proceed with diligence and good faith with respect thereto.
B. Indemnification. To the fullest extent permitted by law, you will, at your own expense, release, indemnify and hold harmless all vBidLive.com Covered Parties from any and all loss, damage, cost, expense, fines, penalty, judgment, and any other liability, including reasonable attorneys' fees and expenses and costs of investigation incurred by any vBidLive.com Covered Parties arising out of any Claim. Your failure to secure and maintain required insurance coverage will not relieve you of your responsibilities under this Section to a vBidLive.com Covered Parties.
In the event of a failure by you to fully perform in accordance with this Section 4, vBidLive.com, at its option and without relieving you of your obligations hereunder, may so perform, but all costs and expenses so incurred by vBidLive.com in that event will be reimbursed by you to vBidLive.com, together with interest of the same from the date any such expense was paid by vBidLive.com until reimbursed by you at maximum rate allowed by law.
VBIDLIVE.COM WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY LOSS OF OR DAMAGE TO ANY OF YOUR OR YOUR PERSONNEL'S PROPERTY. VBIDLIVE.COM WILL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANYONE CLAIMING BY, THROUGH, OR UNDER YOUR INCLUDING YOUR SHAREHOLDERS, DIRECTORS, OR PERSONNEL FOR ANY LOSS OR DAMAGE THAT MAY BE OCCASIONED BY OR THROUGH THE ACTS OR OMISSIONS OF ANY PERSON (INCLUDING ANY VBIDLIVE.COM PERSONNEL, ANY BID OR QUOTE REQUESTOR OR ITS PERSONNEL, OR ANY PERSON AT A SERVICE LOCATION).

11. Taxes.

You are responsible for assessing for each service you provide and then reporting and paying to the applicable taxing authority any taxes related to such services. The charges in each Request for Bid or Quote will (as between a Bid or Quote Requestor and you), be deemed to include all taxes on such services, and if such amounts are insufficient to pay such taxes, you will reduce the charges you are owed until the total charges (services fees and taxes) equal the Spend Limit. vBidLive.com is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes. Further, you are responsible for paying all fees associated with using the Services and the Site and all applicable taxes, if any, associated therewith.
You also assume full responsibility for all contributions, taxes and assessments on all payrolls, or payments otherwise required under applicable federal, state and local laws (including withholding from wages of your Personnel where required). If you are not required to operate under any applicable unemployment compensation law, but are permitted to do so, you will duly elect to be governed by and operate under such law. You further agree to comply with any other federal or state law or regulation regarding compensation, hours of work, or other conditions of employment including federal or state laws or regulations regarding minimum compensation, overtime and equal opportunities for employment.

12. Term.

A. This Agreement will become effective as described above and will continue until terminated by you or vBidLive.com as provided below or otherwise in the Terms.
B. vBidLive.com or you may terminate this Agreement at any time upon notice to the other party (if this Agreement is terminated, so are you and your Personnel's right to use the Site.). vBidLive.com also reserves the right to suspend and/or terminate you and your Personnel's use of the Site and/or Membership at any time, without prior notice. Termination of your Membership by vBidLive.com also terminates this Agreement, without further liability or penalty to vBidLive.com. vBidLive.com reserves the right, at is sole discretion, to terminate all open Request for Bid or Quotes in the event vBidLive.com suspends or terminates you.
C. Your liability for Request for Bid or Quotes that have been accepted, survives suspension or termination of these Terms and your right to use the Site. In such event, (I) your Membership will continue for a period necessary to complete any open Request for Bid or Quote(s) (and these Terms shall continue to apply to such Request for Bid or Quotes and your use of the Site, if such use is permitted by vBidLive.com); (II) you will still be obligated to pay charges incurred under your Membership, (III) you will not accept any additional Request for Bid or Quotes and (IV) you will be deemed to have cancelled any open Request for Bid or Quotes unless otherwise directed by vBidLive.com, in its sole discretion not to do so; in which case, you will complete those Request for Bid or Quotes you are directed by vBidLive.com to complete and these Terms shall continue to apply to such Request for Bid or Quotes, your use of the Site.

13. Insurance And Licenses.

A. Insurance. In order to register for a Membership to the Site (and retain such Membership), you are required to maintain insurance in such amounts as required by law and at such levels, if any, as may be required by vBidLive.com from time to time. You represent, warrant and covenant that you have valid insurance in the required amounts and that it will remain valid and enforce throughout your Membership and you will notify vBidLive.com of changes in your insurance. You may have the option to upload your insurance certificates to the Site (which information may, in whole or in part, be viewable by Bid or Quote Requestors). Further, as a condition to using the Site, you will, upon a Bid or Quote Requestor's request, provide a copy of all current insurance certificates or other proof of insurance held by you to each Bid or Quote Requestor whose Request for Bid or Quote you accept. In addition, if insurance you are required to have lapses, you and your Personnel will immediately cease performing Request for Bid or Quotes until such time as your insurance is enforce. vBidLive.com is not responsible for confirm the validity and enforceability of your insurance. Any breach of the foregoing representation, warranty and covenant will constitute a breach of the Terms and vBidLive.com will have the right to immediately terminate your Membership and your and your Personnel's use of the Site.
B. Licensing/Permit Requirements. You represent, warrant and covenant that you (and your Personnel) are duly licensed to perform your obligations hereunder where a license is required and will also perform in accordance with established trade practices and all applicable laws, rules, regulations, ordinances and other lawful requirements. You will at your own expense, obtain all applicable licenses and permits which may be required under federal, state or local law, ordinance, rule or regulation by virtue of an act performed by you or your Personnel in connection with Request for Bid or Quotes. Further, as a condition to using the Site, you will, upon request provide a copy of all current licenses held by your and your Personnel to Bid or Quote Requestors from whom you accept a Request for Bid or Quote. In addition, if you or your Personnel learn that you or your Personnel do not have the required licenses or permits, your (and your Personnel) will immediately cease performing the Request for Bid or Quotes until such time as you and your Personnel acquire the necessary licenses and permits.

14. Confidential Information.

A. Definition. "Confidential Information". means any information, whether disclosed in oral, written, visual, electronic or other form, which vBidLive.com discloses or you (or your Personnel) observe in connection with your performance of your obligations under this these Terms. Confidential Information includes, but is not limited to, Bid or Quote Requestor information, work product; vBidLive.com business plans, strategies, forecasts and analyses; vBidLive.com financial information; vBidLive.com employee and vendor information; vBidLive.com software (including all documentation and code); hardware and system designs, architectures and protocols; vBidLive.com product and service specifications; vBidLive.com purchasing, logistics, sales, marketing and other business processes.
B. Restrictions. You will restrict disclosure of Confidential Information to your Personnel who have a need to know such information to perform your obligations hereunder and who have first agreed to be bound by the terms of this Section 8. You are liable for any unauthorized disclosure or use of Confidential Information by any of your Personnel. Within ten (10) days after receiving a written request from vBidLive.com, you will destroy in such a manner that it cannot be retrieved, or return (as instructed by vBidLive.com) any materials containing Confidential Information. You will certify to vBidLive.com that you have satisfied your obligations under this Section 8.B.
C. Bid or Quote Requestor Information. You will maintain at all times as vBidLive.com's Confidential Information any information regarding Bid or Quote Requestors and their Personnel that you or your Personnel learn in connection with this Agreement and any Request for Bid or Quote ("Bid or Quote Requestor Information") under these Terms. You will maintain Bid or Quote Requestor Information physically separate and distinct from any lists and information you may maintain that are unrelated to this Agreement. You will protect the Bid or Quote Requestor Information from destruction, loss or theft. You and your Personnel will only use Bid or Quote Requestor Information in the completion of Request for Bid or Quotes and will not use Bid or Quote Requestor Information for any other purpose, including any type of marketing or solicitation. Further, you will not use Bid or Quote Requestor Information in any manner inconsistent with vBidLive.com's Privacy Policies.
D. Notice. You will notify vBidLive.com promptly upon the discovery of the loss, unauthorized disclosure or unauthorized use of the Confidential Information and will indemnify vBidLive.com and hold vBidLive.com harmless for such loss, unauthorized disclosure or unauthorized use, including attorneys' fees and costs.
E. Equitable Rights. In addition to any other rights vBidLive.com may have under these Terms or in law, since unauthorized use or disclosure of the Confidential Information may result in immediate and irreparable injury to vBidLive.com for which monetary damages may not be adequate, in the event you or your Personnel use or disclose or in vBidLive.com sole opinion, you or your Personnel are likely to use or disclose the Confidential Information in breach of your obligations under these Terms, vBidLive.com will be entitled to equitable relief, including temporary and permanent injunctive relief and specific performance. vBidLive.com will also be entitled to the recovery of any pecuniary gain realized by you from the unauthorized use or disclosure of the Confidential Information.
F. Audit. You will permit vBidLive.com to audit your compliance with the provisions of this Section 8 at any time during regular business hours.
G. Material Breach. A breach of this Section 8 by you or your Personnel will be deemed a material breach of these Terms.

15. Non-Solicitation of Bid or Quote Requestors And Non-Compete.

All Bid or Quote Requestors' names, Bid or Quote Requestor customers names and other leads and prospects (collectively, "Bid or Quote Requestor Leads") resulting from the Membership or use of the Site belong to vBidLive.com and you and your Personnel agree to notify vBidLive.com of all such Bid or Quote Requestors Leads. You and your Personnel will not market, in any fashion, products or services to such Bid or Quote Requestor Leads. Further, you acknowledge and agree that it will be deemed a material breach of this Agreement for you (and your Personnel) to market to (or otherwise solicit) Bid or Quote Requestor Leads to offer to Bid or Quote Requestor Leads any product or service independently of the Site or to otherwise circumvent the Site (and if you or your Personnel do any of the foregoing, then you forfeit all rights to payment under Request for Bid or Quotes, in addition to vBidLive.com's other remedies). In addition, you and your Personnel will not leave with any Bid or Quote Requestor Leads any brochure, coupon, magnet, business card or any other form of advertisement. You agree as a condition to your access to and use of the Site that you and your Personnel will not create a similar website or otherwise create a business model that competes, in any substantial way, with vBidLive.com and the Site during the Term and for a period of three (3) years thereafter.

16. Non-Exclusive Remedies.

In the event you breach the Terms or otherwise fail to perform your responsibilities in regards to a Request for Bid or Quote, then vBidLive.com will have the right, but not the obligation to:
A. Remedy such default utilizing such persons or firms and such equipment and materials as may be necessary for that purpose, and you will forthwith pay vBidLive.com all costs it incurs together with interest on the same from the date any such expense was paid by vBidLive.com until reimbursed by you at the maximum rate allowed by law;
B. Recover from you the amount of any loss or damage, whether liquidated or unliquidated, suffered or incurred as a result of such default, including reasonable attorneys' fees and costs, penalties, increased costs and loss of profits. vBidLive.com may deduct such amounts from payments otherwise due to you;
The foregoing remedies for default will be considered distinct, separate and cumulative and will be in addition to any other right or remedy given elsewhere in these Terms to vBidLive.com or now or hereinafter existing at law or in equity, including any right to the recovery of reasonable attorneys' fees and costs.

17. General.

A. Hold-Backs, Recoupment and Setoff. If you breach these Terms, vBidLive.com will have the right, in its sole discretion, to withhold payment from the date that of the first breach until you provide adequate assurance that you have cured all breaches, as determined by vBidLive.com in its sole discretion. Further, you agree that vBidLive.com's monetary obligations to you, if any, under these Terms will at all times be net of your monetary obligations to vBidLive.com under these Terms. vBidLive.com and you further acknowledge and agree that any payment or advance made by vBidLive.com to you in respect of any Request for Bid or Quote while any of your monetary obligations are outstanding will be deemed to be an overpayment to you to the extent of such outstanding monetary obligation and will be subject to recoupment by vBidLive.com. Without limiting the foregoing, vBidLive.com will have the right, at all times, to deduct any of your monetary obligations from any amounts owed to you by vBidLive.com, and to pay only the net sum due, if any. Any of your monetary obligations that remain outstanding after any exercise by vBidLive.com of its recoupment and/or set-off rights will be paid by you upon demand by vBidLive.com.
B. Force Majeure. vBidLive.com will not be liable to any Member for any failure or inability to perform or for delay in performance of vBidLive.com's obligations hereunder if caused by any strike, lockout, labor dispute, inability to obtain labor or material, act of God, governmental restriction, regulation or control, enemy or hostile governmental action, civil commotion, insurrection, sabotage, fire or other casualty or by any event similar to the foregoing beyond the control of such party, however the time to perform such obligation or satisfy such condition will be postponed by the period of time consumed by the delay. If vBidLive.com, as a result of any such event, is unable to exercise any right within any prescribed time limit, then such time limit will be postponed for the period of time consumed by such delay.
C. Publicity. You will not use vBidLive.com's name, trademarks, service marks or commercial symbols or logos ("vBidLive.com Marks"), in any manner without vBidLive.com's prior written approval including in any advertising, promotional activities or publicity releases. Further, if it becomes advisable at any time in vBidLive.com, sole discretion for you to modify or discontinue the use of such vBidLive.com Marks, you comply immediately with vBidLive.com's instructions.
D. Applicable Law and Disputes and Arbitration. For clarity, we note that the Sections in the Terms of Service entitled Applicable Law and Disputes (including the requirement for Arbitration in the province of Ontario, Canada) also apply to this Agreement.
E. No Assignment. You may not assign these Terms or your rights or obligations hereunder without the prior written consent of vBidLive.com.
F. Severability. If any provision of these Terms is held to be contrary to any law to which it is subject, such provision will be ineffective to the extent of such prohibition without invalidating the remaining provisions of these Terms.
G. Waivers. No waiver of any provision of these Terms or breach thereof will be implied by failure to enforce any rights or remedy herein provided, and no express waiver will affect any provision or breach other than that to which the waiver is applicable and only for that occurrence.
H. Communications. Due to the inherent nature of the Internet and electronic communication transactions, you agree that vBidLive.com is not responsible for the accuracy of all transmissions to or from the Site or for any interception by unauthorized third parties of such communications. We may monitor the IP addresses you use to access our Site.
I. Other. If it is determined by a court of competent jurisdiction that vBidLive.com is a party to your Request for Bid or Quote with the Bid or Quote Requestor; you agree that such relationship will be that of you acting as an independent contractor of vBidLive.com and (ii) your right to receive payment, or any portion thereof, if any, from vBidLive.com is expressly conditioned upon receipt of the applicable payment by vBidLive.com from the Bid or Quote Requestor who posted the applicable Request for Bid or Quote. You are not authorized to, and you will not enter into any agreement, make purchases or incur any other obligation or expense of any kind in the name of or on behalf of vBidLive.com under any circumstances.
J. Cumulative Rights and Remedies. All rights and remedies are cumulative, and the exercise of any right of remedy herein provided will be without prejudice to the right to exercise any other right or remedy provided herein, by law or by equity.
K. General. By using vBidLive.com for the Services (including the information processing Services), you agree that vBidLive.com is not acting in an implied fiduciary capacity for you or any Bid or Quote Requestor.
L. Notices. You agree that vBidLive.com may send all notices to you and your Personnel in electronic form to the email address you submit during registration and that such notices will have the same affect as written notices personally served on you. Further, you agree on behalf of yourself and your Personnel that vBidLive.com may send you and your Personnel messages to the mobile phone numbers you or they submit through the Site and you acknowledge that you and your Personnel may be charged fees by your/their mobile phone provider (and that such fees are not vBidLive.com's responsibility).
M. Construction And Survival.
(I) These Terms supersede all prior written and unwritten agreements and understandings (other than the Terms) between the parties with respect to the subject matter described herein.
(II) These Terms are binding upon the parties hereto and their respective executors, administrators, heirs, assigns, and successors in interest, and will not be modified except by: (a) written agreement signed by both vBidLive.com and you, or (b) vBidLive.com posting revised Terms on the Site (which revised Terms will be binding on you and your Personnel who continue to use the Site or fulfill Request for Bid or Quotes. In these Terms, the term "include" and its derivatives ("including," "e.g." and others) mean "including but not limited to."
(III) Any provisions of these Terms that would, by their nature, survive the termination or expiration of this Agreement will so survive, including Section 4 (Payment and Disputes) of this Agreement.
N. Entire Agreement. This Agreement together with the other Terms constitutes the entire agreement between vBidLive.com and you with respect to the subject matter herein. No representative of either party has or will have authority to make any oral modification to these Terms.
O. Third Party Beneficiaries. There are no third party beneficiaries to these Terms and your Personnel (including Provider Agents) will have no rights hereunder independent of your rights. You may enforce these Terms only on behalf of yourself.
P. U.S. Dollars All fees are quoted in U.S. Dollars.

*** End of Supplier or Service Provider Agreement ***