Software Terms – Modified 1-28-2021

BidMed, LLC Software and Mobile App Terms of Use

Last Updated: January 28, 2021

Please read these Terms of Use (“Terms” or “Terms of Use”) carefully, as they constitute a binding contract between you, an individual user (“you”), and BidMed, LLC (“BidMed,” “we,” “our” or “us”).  Note that Section 18 of these Terms contains a mandatory arbitration provision that requires the use of arbitration and limits the remedies available to you in the event of certain disputes.

By clicking “I accept”, or by accessing or using the Services, you acknowledge that you have read, understand, and agree to be legally bound by these Terms.  You are not permitted to use the Services if you do not agree to these Terms, including the mandatory arbitration provision in Section 18.

  1. Introduction

These Terms govern your access to and use of the following, which are collectively referred to herein as the “Services”: (a) BidMed’s mobile application(s) (“Application”); (b) BidMed’s web-based software platform(s) (“Platform”); (c) any white-labeled version of our Application or Platform; and (d) any other services owned or operated by BidMed which link to these Terms.  The Services may include support for use of the Services.

The Terms describe your rights and responsibilities with regard to the Services that you may use for any reason.  Your access to and use of the Services is subject to these Terms of Use and all applicable laws and regulations.  Even though you may have arrived at the Services through a website or mobile application operated or controlled by a third party, you understand and agree that these Terms of Use are entered into between you and BidMed.  The Services are continually under development, and BidMed reserves the right to change or modify our Services or these Terms at any time and in our sole discretion.  You should check the Terms from time to time when you use the Services to determine if any changes have been made.  Any changes to these Terms of Use are effective upon posting.  If you disagree with any of these Terms, your sole and exclusive remedy is to discontinue your use of the Services.  Your continued use after a change has been posted constitutes your acceptance of the changes.  If you do not agree to the revised Terms, you may not access or use the Services.

  1. Requirements for Use & Eligibility

You must have compatible computing and/or mobile devices, access to the Internet, and certain necessary software in order to use the Services.  Fees and data charges may apply to your use of the mobile services and the Internet.

In order to access or use the Services, you represent and warrant that you are age 18 or over and located in the U.S.

  1. Privacy Policy

Please read our Privacy Policy https://www.bidmed.com/privacy/ for information on how BidMed collects, uses, and discloses information through the Services.  We reserve the right to modify our Privacy Policy at any time.

  1. Access Rights and Prohibited Uses

Subject to these Terms, BidMed grants you a limited, non-exclusive, and nontransferable license to download, install, access and use the Services for your personal, non-commercial use or if BidMed has a commercial agreement in place with your organization (“BidMed Agreement”), for the commercial use of your business or organization. No other right, title or interest in or to the Services is transferred to you, and all rights not expressly granted are reserved by BidMed.  We reserve the right, in our sole discretion, to deny or suspend use of the Services to you for any reason at any time.

You agree that you will not, and will not attempt to: (a) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; (b) use the Services to violate any local, state, national or international law; (c) reverse engineer, disassemble, decompile, or translate the Services, any software or other components of the Services; (d) distribute, input, upload, transmit, or otherwise run or propagate any virus, application, Trojan horse, or any other harmful computer code that could damage or alter a computer, portable device, computer network, communication network, data, or our Services, or any other system, device, or property; (e) access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party; (f) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or related materials in any way; (g) use or access the Services to create or develop competing products or services or for any other purpose that is to BidMed’s detriment or commercial disadvantage; (h) take any action or use the Services in any manner which could damage, destroy, disrupt, disable, impair, overburden, interfere with, or otherwise impede or harm in any manner our Services or any content, in whole or in part; (i) disrupt, interfere with, violate the security of, or attempt to gain unauthorized access to our Services or any computer network; (j) bypass, breach, avoid, remove, deactivate, impair, descramble, or otherwise circumvent any security device, protection, or technological measure implemented by BidMed or any of our service providers to protect our Services; (k) remove, delete, alter, or obscure any trademarks, specifications, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from our Services or any content made available to you on or through our Services; (l) use any manual process or automated device to monitor or copy any content made available on or through our Services for any unauthorized purpose except as permitted by this section; (m) copy, duplicate, download, store in a retrieval system, publish, transmit or otherwise reproduce, transfer, distribute, store, disseminate, aggregate, use as a component of or as the basis for a database or otherwise use in any form or by any means any data, text, reports, or other materials related to BidMed or third-party content from the Services; (n) otherwise use the Services in any manner that exceeds the scope of use granted above; or (o) encourage or enable any other individual to do any of the foregoing.

  1. Accounts and Security

To access and use certain features of the Services, you might need to register for an account (“Account”) by creating a password and providing your name, email address, phone number and other information. If you register for an Account, you must provide accurate information and promptly update this information if it changes.  You also must maintain the security of your Account and promptly notify us if you discover or suspect that someone has accessed your Account. You are responsible for all activity on your Account.  Your Account information should not be shared. In the event that you share your Account information, BidMed may terminate your access and use of the Services, in addition to pursuing other remedies available under these Terms, any applicable BidMed Agreement or the law.

  1. Updates

BidMed may from time to time in its sole discretion develop and provide updates to the Services, which may include upgrades, bug fixes, patches and other error corrections, and/or new features (collectively, “Updates”).  Updates may also modify or delete in their entirety certain features and functionality.  You agree that BidMed has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.  Based on your device settings, when your device is connected to the internet either: (a) the Application will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates.  You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so.  You further agree that all Updates will be deemed part of the Application and be subject to these Terms.

  1. Ownership of Content

As between BidMed and you, BidMed is the sole and exclusive owner of all right, title, and interest in and to the Services, features and functionality (including without limitation, all information, software, text, displays, images, video, audio, design, selection, arrangement, and look and feel), other content, and all intellectual property rights therein, and any suggestions, ideas, or other feedback provided by you.  You are not permitted to reproduce, publish, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell or participate in any sale of, or exploit in any way, in whole or in party, any of the material on our Services except as generally and ordinarily permitted through the Services according to these Terms. Any copy, modification, revision, enhancement, adaptation, translation or derivative work of the Services shall be owned solely and exclusively by BidMed, including all intellectual rights therein.

  1. Third Party Content

The Application may display, include or make available third-party content (including data, information, applications and other products, services and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third Party Materials”).  You acknowledge and agree that BidMed is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof.  BidMed does not assume and will not have liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

  1. User Submitted Content

You are responsible for the information and content you post or submit through the Services (collectively, “User Submissions”).  You may be held legally responsible for damages suffered by other users, non-users, BidMed or third parties as a result of User Submissions you post or submit.  BidMed is not responsible for any User Submissions, even if defamatory or legally actionable.

Your use or reliance on any User Submission posted or submitted through the Services is at your own risk. BidMed is not responsible for, and does not endorse, the User Submissions and specifically disclaims any and all liability in connection therewith.

  1. Trademarks

Certain names, logos, and other materials displayed in and through the Services may constitute trademarks, trade names, service marks or logos (“Marks”) of BidMed. You are not authorized to use any such Marks without the express written permission of BidMed.  Ownership of all such Marks and the goodwill associated therewith remains with us.

  1. Links to Third Party Hyperlinks and Website

 

You may have arrived at the Services through a Linked Site.  You understand and agree that BidMed is not responsible for the information, products or services described on those Linked Sites and only these Terms will apply to your use of or access to the Services.

Our Services may contain hyperlinks or references to other websites and mobile applications (“Linked Sites”) operated by third parties.  The Linked Sites may not be under our control, therefore, we are not responsible for the information, products or services described thereon, or for the content of any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site.  We are providing these Linked Sites to you only as a convenience, and the inclusion of any link does not necessarily imply endorsement, sponsorship, or recommendation of such Linked Site or the content, products, or services on or available from the Linked Site or any association with its operators. Your use of the Linked Sites is at your own risk, and we are not liable to you in any way, either directly or indirectly, for any content, errors, damage or loss caused by or in connection with use of or reliance on information contained in or provided to Linked Sites.

  1. Termination

The Terms will remain in full force and effect as long as you continue to access or use the Services.  You may terminate the Terms at any time by discontinuing use of the Services.  Your permission to use the Services automatically terminates if you violate these Terms.

BidMed may terminate or suspend any of the rights granted by these Terms and your access to and use of the Services with or without prior notice, for any reason, and at any time. The following sections survive the expiration or termination of these Terms for any reason whatsoever: Disclaimer of Warranties and Limitations of Liability; Indemnification; Release; Governing Law; Dispute Resolution; Arbitration; Venue, Severability of Provisions; No Waiver and Assignment.

Subject to applicable law, BidMed reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Services pursuant to its internal record retention and/or content destruction policies. After such termination, BidMed will have no further obligation to provide the Services.

  1. Disclaimer of Warranties and Limitation of Liability

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES AND CONTENT IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

BIDMED AND ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AND AGENTS (COLLECTIVELY “RELATED PERSONS”) MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.

TO THE FULLEST EXTENT OF APPLICABLE LAW, NEITHER BIDMED NOR ITS RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON CONTENT OBTAINED THROUGH THE SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, OR USEFULNESS OF THE SERVICES. FURTHERMORE, BIDMED DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND BIDMED DISCLAIMS ANY LIABILITY RELATING THERETO.

TO THE FULLEST EXTENT OF APPLICABLE LAW, NEITHER BIDMED NOR ITS RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON CONTENT OBTAINED THROUGH THE SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, OR USEFULNESS OF THE SERVICES. FURTHERMORE, BIDMED DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND BIDMED DISCLAIMS ANY LIABILITY RELATING THERETO.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF BIDMED OR THE RELATED PERSONS (JOINTLY) ARISING OUT OF OR IN ANY WAY RELATED TO ACCESS OR USE OF THE SERVICES, EXCEED THE GREATER OF $50 OR THE AMOUNT YOU PAID TO US TO USE THE SERVICES IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT THAT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE BIDMED AND ITS RELATED PERSONS’ SOLE LIABILITY AND OBLIGATION IN RESPECT HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY

  1. Indemnification

You agree to indemnify, defend, and hold harmless BidMed and its Related Persons from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys’ fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from, your use of the Services in an unauthorized manner, fraud, violation of law, or willful misconduct, or any breach by you of these Terms

  1. Export Regulation.

The Services may be subject to U.S. export control laws and regulations.  You shall not, directly or indirectly, export, re-export, or release the Services to, or make the Services accessible form, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule or regulation.  You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the U.S.

  1. Release

To the fullest extent permitted by applicable law, you release BidMed and the other Related Persons from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a California resident, you hereby waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

  1. Modifications to the Services

BidMed reserves the right at any time and for any reason to modify, or temporarily or permanently discontinue, the Services or any portion thereof, with or without notice. You agree that BidMed shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

  1. Governing Law; Dispute Resolution; Arbitration; Venue; Severability of Provisions

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND BIDMED TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM BIDMED.

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, YOU AND BIDMED AGREE (A) TO WAIVE YOUR AND BIDMED’S RESPECTIVE RIGHTS TO HAVE ANY AND ALL DISPUTES ARISING FROM OR RELATED TO THESE TERMS, OR THE SERVICES, RESOLVED IN A COURT, AND (B) TO WAIVE YOUR AND BIDMED’S RESPECTIVE RIGHTS TO A JURY TRIAL. Instead, you and BidMed agree to arbitrate Disputes through binding arbitration (which is the referral of a dispute to one or more persons charged with reviewing the dispute and making a final and binding determination to resolve it instead of having the dispute decided by a judge or jury in court) conducted by the American Arbitration Association (“AAA”) under the arbitration rules in effect at the time the arbitration is initiated (the “AAA Rules”) and under the rules set forth in these Terms. If there is a conflict between the AAA Rules and the rules set forth in these Terms, the rules set forth in these Terms will govern.

Unless the parties agree otherwise, the arbitration will be conducted in Cook County, Illinois. Each party will be responsible for paying any filing, administrative and arbitrator fees in accordance with the AAA Rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO A TRIAL.

You and BidMed agree that these Terms affect interstate commerce and that the enforceability of this Section 18 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.

YOU AND BIDMED EACH AGREE TO RESOLVE ANY DISPUTES ON AN INDIVIDUAL BASIS AND WAIVE ANY RIGHT TO PURSUE ANY DISPUTES ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.

YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY DISPUTE ARISING OUT OF OR RELATED TO THE SERVICES OR ANY CONTENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR SUCH DISPUTE WILL BE FOREVER BARRED.

These Terms, and your access to and use of the Services shall be governed by and construed and enforced in accordance with the laws of the State of Illinois, without regard to conflict of law rules or principles (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved on an individual basis in the state or federal courts of the State of Illinois and the United States, respectively, sitting in Cook County, Illinois.

All parts of these Terms of Use apply to the maximum extent permitted by law. BidMed and you both agree that if we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce, to the extent permitted by law. The invalidity of part of these Terms of Use will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.

  1. No Waiver

 

No waiver by BidMed of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by BidMed to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

  1. No Agency Relationship

 

Neither these Terms of Use, nor any content, materials, or features of the Services create any partnership, joint venture, employment, or other agency relationship between us and you. You may not enter into any contract on our behalf or bind us in any way.

  1. Remedies

 

You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

 

 

  1. Assignment

 

You may not assign any of your rights under these Terms of Use, and any such attempt will be null and void.  BidMed may, in its individual discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms of Use if some or all of the business of BidMed is transferred to another entity by way of merger, sale of its assets or otherwise.

  1. BidMed Agreement

 

In the event of any conflict or inconsistency between a term of the BidMed Agreement (as defined in Section 4) and these Terms, the term of the BidMed Agreement shall control.

 

  1. Contact Us

 

If you have any questions concerning our Terms, please contact us at info@bidmed.com.