Terms & Conditions

RESPONSIBID^TM TERMS OF SERVICE

1. SYMPHOSIZE GENERAL TERMS OF SERVICE. Thank you for selecting the Services offered by Symphosize (referred to as “Symphosize,” ”we,” “our,” or “us”) on this website. Please review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal agreement between you and Symphosize. By clicking “I AGREE,” indicating acceptance electronically, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement, and do not use the Services.

1. AGREEMENT

This Agreement describes the terms governing your use of the ResponsiBid^TM online services provided to you on this website, including content, updates and new releases, (collectively, the “Services”). It includes by reference:

• Symphosize’s Privacy Policy available on this website or provided to you in writing for the Services you selected.
• Additional Terms and Conditions for the Services that you have selected, including from third parties.
• Any terms provided separately to you for the Services, including for example, web or email product or program terms, ordering, activation, pricing and payment terms, if applicable, for the Services.

2. YOUR RIGHT TO USE THE SERVICES AND RESTRICTIONS

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services, and Symphosize reserves all rights of ownership in the Services not granted to you in writing here. As long as you meet any applicable payment obligations and comply with this Agreement, Symphosize grants to you a personal, limited, nonexclusive, nontransferable right (except as expressly stated herein) to use the Services that is valid only for the period of use provided in the ordering and activation terms, and only for the purposes described by Symphosize on the website for the Services.

2.2 You agree not to use the Services or content on this website in a manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by Symphosize in writing, you agree you will not:

• Provide access to or give any part of the Services to any third party.
• Modify, disrupt or interfere with the Services, supporting servers, or networks either manually or through the use of scripts, viruses, or worms.
• Reproduce, duplicate, copy, deconstruct, sell, trade or resell the Services.
• Attempt to access any other Symphosize systems that are not part of these Services.
• Excessively overload the Symphosize systems used to provide the Services.

If you violate any of these terms, this Agreement and your right to use the Services may be terminated by Symphosize in its sole discretion.

3. PAYMENT.  For Services offered on a payment or subscription basis, the following terms apply, unless Symphosize notifies you otherwise in writing.  This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
4. Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
5. You must pay with one of the following:

(1)   A valid credit card acceptable to Symphosize;

(2)   A valid debit card acceptable to Symphosize;

(3)   Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or

(4)   By another payment option Symphosize provides to you in writing.

1. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
2. Symphosize will automatically renew your monthly or annual Services at the current rates, unless the Services are cancelled or terminated under this Agreement.
3. Additional cancellation or renewal terms may be provided to you on the website for the Services.

4. TRIAL PERIOD.  If you registered for a trial use of the Services (“Trial Period”), you must decide to purchase the Services within the Trial Period to retain any Content (defined in Section 6) that you have posted or uploaded during the Trial Period. If you do not purchase the Services by the end of the Trial Period, your Content will no longer be available to you, and Symphosize will not be responsible for any of it. To be very clear, after using the Services during the trial period, if you decide not to purchase the full version of the Services, you will NOT be able to access or retrieve any of the data you added/created during the trial.

5. YOUR PRIVACY AND PERSONAL INFORMATION.  You can view Symphosize’s Privacy Statement on the website, or via a link on the website for the Services you have selected. You agree to be bound by the applicable Symphosize Privacy Statement, subject to change in accordance with its terms.  Most importantly, you agree:

• To Symphosize maintaining your data according to the Symphosize Privacy Statement, as part of the Services.
• To give Symphosize permission to aggregate your uploaded, non-personally identifiable account data with that of other users of the Service.By way of example, this means Symphosize may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users.

6. CONTENT

6.1 You are responsible for your content. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”) uploaded, posted or stored through your use of the Services. You grant Symphosize a worldwide, royalty-free, non-exclusive license to host and use the Content to provide you with the Services. You agree to not use the Services for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Services.  You must provide all required and appropriate warnings, information and disclosure.  You agree that you will not use the Services to share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. Symphosize is not responsible for the Content or data you submit on the website.

You agree not to use the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

1. Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;
2. Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy, including posting images about children or any third party without their consent (or a parent’s consent in the case of a minor);
3. Except as otherwise permitted by Symphosize in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
4. Virus, trojan horse, worm or other disruptive or harmful software or data; and
5. Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.

6.2 Community forums.  The Services may include a community forum to exchange information with other users of the Services and the public. Please use respect when you interact with other users. Symphosize does not support and is not responsible for the accuracy of others’ content in these community forums. Do not reveal information in the community forum that you do not want to make public. Users may post hypertext links to content hosted and maintained by third parties for which Symphosize is not responsible.

6.3 Symphosize may freely use feedback you provide. You agree that Symphosize may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Symphosize a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Symphosize in any way.

6.4 Symphosize may monitor your content from time to time. Symphosize may, but has no obligation to, monitor content on the Services.  We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Symphozie or its customers, or operate the Services properly. Symphosize, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

6.5 Symphosize may lock your automations. If the system’s algorithms determine that you are improperly using the automations as was intended, your follow-up automations could be locked and all automations stopped until a conversation with a Symphosize representative is had to resolve the scenario.

7. ADDITIONAL TERMS YOU AGREE TO

7.1 Symphosize does not give professional advice.  Symphosize is not in the business of providing legal, financial, accounting, health care, real estate, business or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

7.2 We may tell you about other Symphosize services.  You may be offered other services, features, products, applications, online communities, or promotions provided by Symphosize (“Symphosize Services”). If you decide to use any of these Smphosize Services, additional terms and conditions and separate fees may apply. You acknowledge that in accessing some Smphosize Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, and sales among others, to the Internet.  You grant Symphosize permission to use information about your business and experience to help us to provide the Symphosize Services to you, including updating and maintaining your data, addressing errors or service interruptions, and enhancing the types of data and services Symphosize may provide to you in the future.  You grant Symphosize permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally.  We may use this data to improve services and to compare business practices with other company standards.  We may use your data to create, market or promote new Symphosize offerings to you and others. You also grant Symphosize permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

7.3 We may tell you about third party products or services. Subject to the Symphosize Privacy Statement, you may be offered products or services by third parties who are not affiliated with Symphosize (“Third Party Products”) or the Services may contain links to third party websites (“Third Party Sites”) and you agree that Symphosize can use your contact information, including name and address, for the purpose of offering these products to you. If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the third party’s separate product terms, website terms and privacy policies. You agree that the third parties, and not Symphosize are responsible for their product’s performance and the content on their websites.  Symphosize is not affiliated with these Third Party Products or Third Party Sites and has no liability for them.

7.4 Communications choices.  Symphosize may be required by law to send you communications about the Services or Third Party Products. You agree that Symphosize may send these communications to you via email or by posting them on one of our website. If you later decide that you do not want to receive future Communications electronically, please review the Privacy statement provided to review your communications choices.

7.5 You will track your passwords and accept updates.  You are responsible for securely managing your password(s) for access to the Services. If you become aware of any unauthorized access to your Services account, theft or loss of your password, you agree to contact Symphosize as soon as possible.  The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Services. You agree to receive these updates automatically as part of the Services.

8. DISCLAIMER OF WARRANTIES

8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Symphosize, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, “SUPPLIERS”)  DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR  NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. Symphosize AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

8.2 SYMPHOSIZE AND ITS SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (“HIPAA”), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.

9. LIMITATION OF LIABILITY AND INDEMNITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF SYMPHOSIZE, AND ITS SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM.  SUBJECT TO APPLICABLE LAW, SYMPHOSIZE AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING:  (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET SYMPHOSIZE SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF SYMPHOSIZE AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF SYMPHOSIZE AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

You agree to indemnify and hold Symphosize and its Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). Symphosize reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Symphosize in the defense of any Claims.

10. CHANGES TO THIS AGREEMENT OR THE SERVICES.  We may change this Agreement from time to time, and the changes will be effective when posted on our website for the Services or when we notify you by other means. Please review the Agreement periodically on this website for changes. We have the right to change any of the terms of this Agreement upon reasonablenotice to you.  We may also change or discontinue the Services, in whole or in part, including but not limited to, the Internet based services, pricing, technical support options, and other product-related policies. Your continued use of the Services after Symphosize posts or otherwise notifies you of anychanges, indicates your agreement to the changes.

11. TERMINATION. Symphosize may immediately and without notice terminate this Agreement or suspend the Services provided to you, if you fail to comply with these terms or if you no longer agree to receive electronic communications (see Section 7.4).  Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Symphosize’s rights to any payments due to it. Symphosize may terminate a free account at any time. Other requirements regarding termination or cancellation of the Services may apply based on the specific ordering terms for the Services provided to you.  Sections 1.2, 5, 8 through 15 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.

12. EXPORT RESTRICTIONS. You acknowledge that this website, the Services, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government.  You agree that you will comply with these laws and regulations, and will not export or re-export the Services, or any part of the Services, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the Services to anyone who you have reason to know may use the Services in the development of nuclear, chemical, or biological weapons.

13. GOVERNING LAW AND JURISDICTION. Arizona state law governs this Agreement without regard to its conflicts of laws provisions. To resolve any legal dispute arising from this Agreement, you and Symphosize agree to the exclusive jurisdiction of state courts in Maricopa County, Arizona U.S.A. or federal court for the District of Arizona.  Symphosize does not represent that information on the website for the Services is appropriate or available for use in all countries. Symphosize prohibits accessing materials from countries or states where contents are illegal.  You are accessing this website on your own initiative and you are responsible for compliance with all applicable laws.

14. LANGUAGE. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.

15. GENERAL.  This Agreement is the entire agreement between you and Symphosize and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement in Section 10 above. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.  You cannot assign or transfer ownership of this Agreement to anyone (except as expressly stated herein)without the prior written approval of Symphosize. However, Symphosize may assign or transfer it without your consent to (a) an Affiliate, (b) another company through a sale of assets by Symphosize or (c) a successor by merger.  Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement or if your company is acquired by or merged into another company, contact Symphosize via an email to: info{at}symphosize.com

1. ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES

Your use of the Services provided by Symphosize are subject to the General Terms of Service above including these Additional Terms and Conditions which govern your use of the Services indicated below.  These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms of Service above.

ResponsiBid^TM Supplemental Agreement and Terms of Services

Thank you for selecting ResponsiBid^TM online software (the “Software”). This license agreement in addition to the Symphosize Terms of Service (the “Agreement”) is a legal agreement between the User, a single legal entity identified in the registration process provided as part of the start-up interview (“User”, “you”), and Symphosize LLC (“Symphosize,” “we”, “our” or “us”).

By clicking “ACCEPT”, User indicates that it has read and understood, and assents to be bound by, the terms of this Agreement. If the person clicking on the “ACCEPT” button is an individual working for User (“Agent”), such person is agreeing to the terms and conditions of this Agreement on behalf of User and certifies that he/she is an Agent of User and has all necessary authority to act on your behalf, including to bind User to the terms and conditions of this Agreement.

If User does not agree to the terms of the Agreement, User is not granted any rights whatsoever in the Software. If User is not willing to be bound by these terms and conditions, User should not click on the “ACCEPT” button, and may not access or otherwise use the Software or Services.

1. SUBSCRIPTION. The Software is licensed on a monthly or yearly subscription basis, as selected by User or its agent.

1.1 Termination by User. User may notify Symphosize to cancel the subscription prior to the beginning of each Renewal Term. Your rights to use the Software may be terminated by Symphosize immediately and without notice if Symphosize is unable to debit your or its agent’s Card in accordance with this Agreement.

1.2 Transfer of Agreement.  The agreement can be transferred to another person or entity only if such license has not been activated.  Once validated, and a company is created, the Software will not work by another entity.  Even if you stop using the Software, Symphosize has fulfilled your subscription term.

1.3 Subscription Fees.

• Credit card holder’s account is automatically charged on the same date as the original transaction date on each corresponding month, or on an annual basis.

• ResponsiBid may terminate any subscription and these terms if it is unable to renew the subscription based on inaccurate or outdated credit card information.

• Discounts, rebates, or other special offers are only valid for the initial term; If a subscription cancellation occurs and rejoining is requested, subscriptions renew at the then-current full subscription rate.

• The right of access is granted under these terms and is effective only upon payment of the subscription fees.

1.4 Cancellation of Subscriptions.

ResponsiBid is a monthly or annual subscription which can be canceled at any time.

• The only valid method of cancellation is a formal request to a ResponsiBid team member either by phone or email.

• Once cancellation is requested, losing access to the account will not take place immediately. The subscription will continue through the end of the current charge cycle. For example: If the credit card on file is charged on the 8th of every month and cancellation is requested on April 20th, access to the account will be lost on May 8th.

• If cancellation is requested more than three times during the life of a subscription member, an annual subscription paid in full (12 months) will be required to gain access to a canceled account on the fourth reactivation attempt. This will only apply to primary ResponsiBid accounts.

• Upon cancellation of a ResponsiBid account, data cannot be guaranteed beyond 6 months of inactivity as we will periodically clear the data from accounts over 6 months old to protect the data of companies and their customers who are not actively doing business with or using the ResponsiBid software from being stored indefinitely. 
• To reopen and connect to a cancelled account will be subject to a $25 reconnection fee for manual admin work required.

1.5 Paused Subscriptions.

• Account subscriptions may be placed on pause for up to four months within a rolling calendar year with a charge of $50.00 dollars per month (account pause rate.)

• By paying a paused subscription monthly fee, the subscription will remain intact with all information held in place.

• When an account is paused, all data will be protected with the ability to keep automation flowing.

• A paused account will not have the ability to functionally use the account to give new bids.

2. PERMITTED DISCLOSURES AND USE OF DATA.You acknowledge and agree that to provide you with access to and use of the Software and Services, Symphosize may provide your Access Information and Account Data to (i) your employee or agent who is identified in the Registration Data as the current system administrator for the your account (the “Current Administrator”), (ii) such other employee or agent who may be designated by you as a replacement administrator for the your account by following the procedures required by Symphosize to effectuate such replacement, and (iii) any other person identified as an authorized user of the Software in the set-up interview form or in any subsequent communication to Symphosize (collectively, “Information Recipients”).

5. SOFTWARE USE, STORAGE AND ACCESS.Symphosize shall have the right, in its sole discretion and with reasonable notice posted on the ResponsiBid^TM site and/or sent to you at the Current Administrator’s email address provided in the Registration Data, to revise, update, or otherwise modify the Services and establish or change limits concerning use of the Software and Services, temporarily or permanently, including but not limited to (i) the amount of storage space you have on the Software at any time, and (ii) the number of times (and the maximum duration for which) you may access the Software in a given period of time. Symphosize reserves the right to make any such changes effective immediately to maintain the security of the system or User Access Information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the Software and Services to which such changes relate. Your continued use of the Software or Services will constitute your acceptance of and agreement to such changes. Symphosize may, from time to time, perform maintenance upon the Software or Services resulting in interrupted service, delays or errors in the Software or Services. Symphosize will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.
6. REFUND POLICY. Any member can cancel at any time. Monthly memberships are purchased as service agreements. There is no renewal contract, and all sales are final. If a monthly subscription user cancels in the middle of a term, they may finish using the service for the term that has been paid for with no further cost, and no refund is available. Because service contracts are not purchases of our technology, but rather paying for the license to use the technology, non-use for past paid service terms can not be refunded as long as the license to use the technology was in place. Based on what implementation criteria is selected during account activation, ResponsiBid team members begin working on the account immediately which is why this portion of fees are non-refundable.
7. ROI GUARANTEE. We guarantee that Premium users of the “Annual Agreement” and the “Annual License” will receive at least a 10 to 1 ROI of their ResponsiBid investment on an annual basis. This means that at the end of the subscription term, users can expect to book at least ten times as much revenue and/or save accordingly in expenses and efficiency as they paid into their ResponsiBid membership. If this is not the case we will give account credits moving forward until the account meets the ROI criteria outlined above. In order to qualify for credits based on the ROI Guarantee which is:
   A. The user must complete the certification or training process as outlined by the account trainer in order to show that the software is setup to the user’s satisfaction.
   B. The software must be used for generating all quotes for the company whether over the phone, in person, or from the website.
   C. The user must be utilizing the software’s follow-up system in some form or fashion.
8. FRANCHISES. Franchises are not entitled to buy any package of ResponsiBid under normal pricing structures. Volume discounts are available for individual operators within the franchise, or volume licenses must be purchased at an additional cost to be used on franchise websites intended to do bidding for multiple franchisees.

May 2021

Symphosize Internet Site Terms of Service

Welcome to the Symphosize Internet site (the “Site”, “Service”). These Terms of Service together with Symphosize LLC.’s Privacy Statement (collectively the “Terms”) govern your use of this Site. Symphosize may change the Terms of Service from time to time. Your access to the site in any way is evidence of your acceptance of the Terms and the enforcement of said Terms. If you do not agree to these terms and conditions, you may not use the Site. Symphosize reserves the right, in its sole discretion, to change, modify, or otherwise alter these Terms at any time effective upon posting of the modified Terms on the Site. Please review the Terms periodically. Your continued use of the Site or any materials or services accessible through it, after such posting or notification means you accept the modifications. The use by you of any content or services accessible through the Site may be subject to your acceptance of separate agreements with Symphosize or third parties.

License and Site Access. Symphosize grants you a limited license to access and make personal use of the Site. You may not download (other than page caching), or modify any portion of it, except with the express written or e-mailed consent of Symphosize. The license to use the Site does not include any resale or commercial use of the Site or its contents; or any derivative use of this Site or its contents; or any use of data mining, robots or similar data gathering and extraction tools or processes. You agree not to store in any form, distribute, transmit, display, reproduce, modify, create derivative works from, sell or otherwise exploit any of the content on this site for any commercial purpose. By using the Site, you warrant to Symphosize that you will not use the Site, or any of the content obtained from the Site, for any purpose that is unlawful or prohibited by these Terms. Symphosize does not grant any license or other authorization to any user of its trademarks, registered trademarks, service marks, or other copyrightable material or other intellectual property, by placing them on this Website. If you violate any of these Terms, your permission to use the Site automatically terminates.

In consideration of your use of the Site, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form, if applicable, and (b) to maintain and update this information to keep it true, accurate, current and complete. If any information provided by you is untrue, inaccurate, not current or incomplete, Symphosize has the right to terminate your account and refuse any and all current or future use of the Site. You agree not to resell or transfer the Site or use of or access to the Site.

Electronic Communications. When you visit the Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing. You are responsible for providing, at your expense, any access to the Internet and any required equipment.

Conduct. By using the Site you agree that you will not do any of the following: Restrict or inhibit any other user from using and enjoying the Site; or post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or foreign law, including without limitation the U.S. export control laws and regulations; or post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication (except as otherwise expressly permitted by Symphosize) or engage in spamming or flooding; or post or transmit any information or software which contains a virus, trojan horse, worm or other harmful component; or post, publish, transmit, reproduce, distribute or in any way exploit any information, software or other material obtained through the Site for commercial purposes (other than as expressly permitted by the provider of such information, software or other material); or upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through the Site which is protected by copyright, or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder.

Symphosize has no obligation to monitor the Site. However, you acknowledge and agree that Symphosize has the right to monitor the Site electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Service properly, or to protect itself or its subscribers. Symphosize will not intentionally monitor or disclose any private electronic-mail message unless required by law. Symphosize reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, inappropriate or in violation of these Terms of Service.

Feedback. Symphosize may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its software and services (“Feedback”). You agree that Symphosize may, in its sole discretion, use the Feedback you provide to Symphosize in any way, including in future modifications of the Site, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Symphosize a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback in any manner and for any purpose.

Third Party Services. In connection with your use of the Site, you may be made aware of services, products, offers and promotions provided by third parties, and not by Symphosize. If you decide to use Third Party Services, you are responsible for reviewing and understanding the terms and conditions governing any Third Party Services. You agree that the third party, and not Symphosize, is responsible for the performance of the Third Party Services.

Third Party Web Sites. The Site may contain or reference links to Web sites operated by third party (“Third Party Websites”). These links are provided as a convenience only. Such Third Party Websites are not under the control of Symphosize. Symphosize is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. Symphosize does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Service is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Symphosize of any information contained in any Third Party Website. In no event will Symphosize be responsible for the information contained in such Third Party Website or for your use of or inability to use such website. Access to any Third Party Website is at Licensee’s own risk, and Licensee acknowledges and understands that linked Third Party Websites may contain terms and privacy policies that are different from those of Symphosize. Symphosize is not responsible for such provisions, and expressly disclaims any liability for them.

Disclaimer of Warranties. Your use of the Site, including any applets, software, and content contained therein, is entirely at your own risk. THE SERVICE IS PROVIDED “AS IS,” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYMPHOSIZE, ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY “SUPPLIERS”) DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING THE SITE AND RELATED MATERIALS INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY AND NON-INFRINGEMENT. SYMPHOSIZE DOES NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR QUALITY OF ANY CONTENT ON THE SITE, REGARDLESS OF WHO ORIGINATES THAT CONTENT. SYMPHOSIZE DOES NOT WARRANT THAT THE SITE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION OR THAT THE SITE WILL MEET YOUR REQUIREMENTS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU BEAR ALL RISKS ASSOCIATED WITH USING OR RELYING ON THAT CONTENT. SYMPHOSIZE IS NOT LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY CONTENT POSTED ON OR LINKED FROM THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN CONTENT, OR FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY CONTENT.

Limitation of Liability. THE ENTIRE CUMULATIVE LIABILITY OF SYMPHOSIZE AND ITS SUPPLIERS FOR ALL MATTERS ARISING FROM OR RELATING TO THESE TERMS SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER FOR THE RELATED SERVICES OR CONTENT PURCHASED FROM SYMPHOSIZE, ITS AUTHORIZED RESELLER OR ITS SERVICE PROVIDERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYMPHOSIZE AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE,OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SYMPHOSIZE OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SYMPHOSIZE AND YOU. SYMPHOSIZE WOULD NOT BE ABLE TO HAVE PROVIDED THE SERVICE WITHOUT SUCH LIMITATIONS.

Banking, Billing or Other Online Services. Access to Online Banking, Online Payment, and any other services available through the Internet and selected Symphosize products (the “Online Service”) is provided by your financial institution and not Symphosize. You agree not to hold Symphosize liable for any loss or damage of any sort incurred as a result of any such dealings with any services provided by your financial institution. Your access may be limited from time to time, depending on the service provided by your Internet service provider or your financial institution. You may be billed for these Online Services by your financial institution, not Symphosize, and such financial institution may have its own service agreement which will govern the Online Services it provides. You agree to be responsible for all telephone charges associated with your Internet and online service usage.

Termination and Amendment. Your privilege to use or access the Site may be terminated by Symphosize immediately and without notice if you fail to comply with any term or condition of the Terms. Upon such termination, you must immediately cease accessing or using the Site and agree not to re-register or otherwise make use of the Site. Furthermore, you acknowledge that Symphosize reserves the right to take action — technical, legal or otherwise — to block, nullify or deny your ability to access the Site. You understand that Symphosize may exercise this right in its sole discretion.

Symphosize reserves the right, in its sole discretion, at any time and from time to time to change, modify or discontinue, temporarily or permanently, the Site (or any part thereof). Symphosize shall not be liable to you or other third party for any such modification, suspension or discontinuance except as expressly provided herein.

You agree to defend, indemnify and hold Symphosize and its affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Service or the placement or transmission of any message, information, software or other materials through the Service by you or users of your account or related to any violation of these Terms by you or users of your account.

Miscellaneous. Except as expressly set forth in these Terms, these Terms of Service are a complete statement of the agreement between you and Symphosize, and set forth the entire liability of Symphosize and its Suppliers and your exclusive remedy with respect to your access and use of the Site. In the event of a conflict between these Terms of Service and the Privacy Policy, these Terms of Service shall prevail. The Suppliers, agents, distributors, dealers, and employees of Symphosize are not authorized to make modifications to the Terms, or to make any additional representations, commitments or warranties binding on Symphosize. Any waiver of the terms herein by Symphosize must be in a writing signed by an authorized officer of Symphosize and expressly referencing the applicable provisions of the Terms. If any provision of the Terms is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. The Terms will be governed by Arizona law as applied to agreements entered into and to be performed entirely within Arizona, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction, and applicable federal law. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Maricopa County, Arizona or federal court for the Arizona. Headings are included for convenience only, and shall not be considered in interpreting these Terms. The Terms do not limit any rights that Symphosize may have under trade secret, copyright, patent or other laws.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Intellectual Property Notice

Trademark Information

Symphosize and ResponsiBid, among others, are common law trademarks and/or service marks of Symphosize, LLC, (“Symphosize”) in the United States. Symphosize reserves all rights with respect to its trademarks, service marks, logos, trade names, trade dress and other indicia (“Marks”). Symphosize does not routinely accept or review specific requests for guidance on the use of its Marks. Any unauthorized use of any Symphosize-owned Mark, or any use of a mark that is confusingly similar to, or likely to cause confusion with, a Symphosize-owned Mark, would constitute infringement of Symphosize’s exclusive trademark rights.

This document does NOT constitute any form of license to use any Symphosize-owned Mark. No Symphosize employee is authorized to provide guidance on the use of Symphosize-owned Marks, nor to give permission to use any Symphosize-owned Mark, except by formal written license agreement published by Symphosize or signed by an authorized officer. Any promise, agreement, guidance or other representation by any Symphosize employee (other than by a formal license as described herein) is invalid and cannot be relied upon. If you have questions about the laws surrounding the use of Symphosize’s Marks, or any other parties’ marks, you should consult a qualified attorney.

Copyright Information

Symphosize’s products, services, Web content and related materials (collectively, “Offerings”) are owned by Symphosize, and all rights in such Offerings are reserved by Symphosize. For information regarding permission to use screen displays and other content, please contact [Insert general email to contact].

Symphosize does not distribute its software on CD. If you are offered our product for sale on a CD, it should be considered software piracy and you should notify Symphosize immediately. [Insert general email to contact].

Persons who believe that their copyrights have been infringed via Symphosize sites may notify Symphosize’s Designated Agent. All notices must comply with the requirements of U.S. Copyright Act Section 512(d) and regulations promulgated thereunder, each as amended. Such notices not complying with these requirements will be returned unprocessed. No other notices of any type, including requests for information, purchase or technical support questions, notices of infringement of third-party trademark or patent rights, employment inquiries, press inquiries, or investor inquiries, will be read or answered under this Agent and Agent Address.

Designated Agent and Address of Agent:

Attn: Legal Department
Symphosize LLC.
5468 W Adobe Dam Dr
Queen Creek, AZ 85142

707-968-7764

legal{at}symphosize.com