terms of use

Last revision: November 12, 2020

The following terms of use (the “Terms of Use”) govern your access to and use of services we make available online at bidmii.com (the “bidmii Platform”). 

These Terms of Use form an agreement between bidmii, Inc. (“bidmii”, “us”, “we”, “our”) and you. The term “you” or “User” refers to the person or entity browsing, accessing or otherwise using the bidmii Platform (“use” or “using” in these Terms of Use will mean any of the foregoing).

BY USING THE BIDMII PLATFORM, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE BIDMII PLATFORM IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1. 

IF YOU ARE USING THE BIDMII PLATFORM ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.

This Agreement does not alter in any way the terms or conditions of any other agreement you may have with us in respect of any products, applications, services or otherwise.

1.                   bidmii Platform

(a)                Our Role. The bidmii Platform is a marketplace where Users seeking home improvement services (“Homeowners”) and home improvement professionals (“Contractors”) may enter into agreements for the provision of the Contractor’s home improvement services (“Contractor Services”, and each such agreement a “Contract”). Through the bidmii Platform, Homeowners may request Contractor Services  and Contractors may bid to provide such Contractor Services. If a Homeowner accepts a bid, the Homeowner and Contractor whose bid was accepted enter into a Contract for the provision of the Contractor Services. bidmii may engage third parties to assist it in providing the bidmii Platform or any part thereof. 

(b)                bidmii not a Party to the Contracts. You understand that bidmii is not a party to the Contracts. At all times, Homeowners and Contractors are responsible for evaluating Contracts and the other Homeowners and Contractors with whom they choose to enter into such Contracts. bidmii may review and accept or reject proposed Contracts in its sole discretion, but bidmii does not supervise and is not responsible for the content or fulfilment of any Contracts. 


(c)                 Closing out a Contract. 

(i)                  When a Contractor fulfills a Contract, Contractor will complete a walk through of the Contractor Services with Homeowner, and mark the Contractor Services as complete in the bidmii Platform. Homeowner must then either: (A) also mark the Contractor Services as complete, or (B) identify deficiencies in the Contractor Service that need to be completed before Homeowner agrees to mark the Contractor Services as complete. In the event Homeowner and Contractor do not agree on the completion status of Contractor Services, bidmii may, in its sole discretion and without liability to either party, assess the Contract terms and fulfilment status and either: (i) deem the Contractor Services complete and release the Contract Fees to Contractor; (ii) deem the Contractor Services not complete, and withhold the Contract Fees from Contractor and return such Contract Fees to Homeowner, less the Platform Fees; or (iii) deem the Contractor Services undercomplete, and release a partial portion of the Contract Fees to the Contractor. 

(ii)                You acknowledge that in no event, is bidmii required to facilitate or arbitrate any disputes among Homeowners and Contractors. Users who have entered into a Contract are encouraged to resolve disputes among themselves and come to an agreement with respect to any cancellations or refunds. 

(d)                Your Responsibilities. 

(i)                  Homeowners are solely responsible for determining the suitability of Contractors to provide the requested Contractor Services and for paying for the Contractor Services. Homeowners will notuse or access the bidmii Platform or request Contractor Services: (A) in violation of any applicable law or a third party’s rights; (B) in a manner that threatens the security or functionality of the bidmii Platform; or (C) in any manner not expressly permitted in these Terms of Use; or (D) submit or request any Contractor Services that would require action or inaction by Contractors or any third party that would violate any applicable law or a third party’s rights.

(ii)                Contractors are solely responsible for (A) determining which requests for Contractor Services to bid on; (B) which Contracts to enter into; (C) providing the Contractor Services; and (D) ensuring that Contracts and Contractor Services comply with all applicable laws, including applicable building code and consumer protection laws. Contractors will not use or access the bidmii Platform or enter into Contracts: (1) in violation of any applicable law or a third party’s rights; (2) in a manner that threatens the security or functionality of the bidmii Platform; or (3) in any manner not expressly permitted in these Terms of Use.

(e)                Restrictions on Use. 

(i)                  Prohibited Uses. You will not, nor will you permit others to: (i) use the bidmii Platform to resell or permit timesharing or service bureau use of the bidmii Platform; (ii) knowingly submit or post any User Feedback (as defined below) that is untrue or inaccurate; (iii) use the bidmii Platform to create, collect, transmit, store, use or process any User Data: (A) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (B) that you do not have the lawful right to create, collect, transmit, store, use or process; (C) that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); (iv) reverse engineer, de-compile or disassemble any component of the bidmii Platform; (vi) remove or obscure any proprietary notices or labels on the bidmii Platform ; (vii) access or use the bidmii Platform for the purpose of building a similar or competitive product or service; or (viii) perform any vulnerability, penetration or similar testing of the bidmii Platform.

(ii)                Communications through bidmii Platform. You agree to use the communication services available on the bidmii Platform to communicate with other Users prior to entering into a Contract. You agree that before entering into a Contract with a Homeowner or Contractor, you (a) will only use the bidmii Platform to communicate with other Users; (b) will not provide your information that would allow another person to contact you directly (“Direct Contact Information”) to any other User or another person that you identified or were identified by through the bidmii Platform; (c) will not use Direct Contact information of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of the bidmii Platform; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) you will not include any Direct Contact Information or means by which your contact information could be discovered in any request or bid for Contractor Services, except as otherwise provided on the bidmii Platform. You acknowledge and agree that a violation of any provision of this Section 1(e)(ii) is a material breach of the Terms of Service.

(f)                  User Ratings. 

(i)                  You acknowledge and agree that: (A) Users may submit feedback and ratings about other Users’ content and services (“User Feedback”) and such User Feedback will be used to establish each User’s “Platform Rating” associated with their Account (as defined in Section 2(a)); (B) Platform Ratings do not reflect the opinion of bidmii; (C) bidmii will make Platform Ratings visible to other Users; (D) bidmii is not responsible for and does not verify User Feedback for accuracy or completeness. 

(ii)                You agree not to submit User Feedback that is: (A) false, intentionally misleading, or impersonates any other person; (B) is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual.

(g)                Suspension of Access; Scheduled Downtime; Modifications. bidmii may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under these Terms of Use: (i) suspend your access to or use of the bidmii Platform: (A) for scheduled maintenance; (B) due to a Force Majeure; (C) if bidmii believes in good faith that you have violated any provision of these Terms of Use; (D) if you have received a poor Platform Rating; (E) to address any emergency security concerns; or (F) if required to do so by a regulatory body or as a result of a change in applicable law; and (ii) to the fullest extent permitted by applicable laws, make any Modifications to the bidmii Platform. 

2.                   User Accounts

(a)                User Accounts. To access certain features of the bidmii Platform, you must register for a bidmii Platform account (“Account”). bidmii may reject Account registrations in its sole discretion. You are solely responsible for all actions made on your Account and for keeping your login credentials safe and private. You agree not to share your login credentials with anyone else or use another User’s Account to access the bidmii Platform. You must promptly notify us of any actual or suspected unauthorized use of your Account.

(b)                Users Authorized to Act. If you are requesting an Account on behalf of another person or entity, you represent and warrant that you are permitted by such person or entity to use the bidmii Platform on such person or entity’s behalf, including by requesting Contractor Services, posting bids, fulfilling Contracts, evaluating and selecting Contractors to provide Contractor Services, and paying for Contractor Services. 

3.                   Electronic Communications

(a)                When you use or view the bidmii Platform or send e-mails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the bidmii Platform. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

(b)                By creating an account to access the bidmii Platform, you acknowledge and agree that bidmii will send you service-related e-mails relating to your account, including service updates. These communications can be managed through user features made available through the bidmii Platform from time to time.

(c)                 If you are a member of our mailing list you will also receive email communications from us regarding our products, services and initiatives (including collaborations and partnerships). If you do not wish to receive these communications, you can unsubscribe from such promotional e-mails at any time by clicking on the unsubscribe link in any of our e-mail communications.

(d)                If you sign up through bidmii to receive special offers regarding products and services from our partners, you authorize us to share your email address and other Personal Information you authorize with the partner whose offer you wish to receive. If you request these special offers, you acknowledge the partner may also send you future offers that may interest you. You can opt out of future communications from bidmii by changing your user settings or emailing support@bidmii.com; you can unsubscribe from future partner communications by following their unsubscribe and opt out instructions. You do not have to agree to participate in these offers in order to use the bidmii Platform. You understand that bidmii may receive financial remuneration in exchange for sharing your email address and other Personal Information you authorize with partners if you choose to sign up for an offer. Once you sign up for an offer, you can change your mind at any time, but if the partner or bidmii has already relied on your authorization to share your email or other Personal Information for a particular offer, any action already taken cannot be undone.

4.                   Data; Intellectual Property

(a)                Except as expressly set forth in these Terms of Use, nothing in these Terms of Use assigns or grants to bidmii any right, title or interest, including any intellectual property rights, in or to your User Data. You grant to bidmii a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to access, use, process, store, collect, disclose, and transmit User Data: (i) provide the bidmii Platform; (ii) improve and enhance the bidmii Platform and for other bidmii offerings; and (iii) produce data, information or other materials that are not identified as relating to a particular individual or Account (such data, information and materials, the “Aggregated Data”). bidmii may use Aggregated Data for any purpose and without restriction or obligation to you.

(b)                bidmii or its licensors retain all ownership and intellectual property rights in and to: (i) the bidmii Platform; (ii) anything developed or delivered by or on behalf of bidmii under these Terms of Use; and (iii) any Modifications to the foregoing (i) and (ii).

(c)                 All rights not expressly granted by bidmii to User under these Terms of Use are reserved.

5.                   Privacy

(a)                You understand that your Personal Information will be treated in accordance with bidmii’s privacy policy located at https://www.bidmii.com/privacy-policy.

(b)                Personal Information Warranty. You represent and warrant to, and covenant with bidmii that your User Data will only contain Personal Information in respect of which you have provided all notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable bidmii to provide the bidmii Platform, including with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, including by or to bidmii and to or from all applicable third parties.

6.                   Support

User will generally have access to bidmii’s technical support services (“Support Services”) from 10:00 am to 4:00 pm ET on Monday-Friday, through email atsupport@bidmii.com, or by visiting bidmii.com and using the chat icon in the bottom right corner of the screen, or by using app.bidmii.com and using the support function from the main menu.

7.                   Fees and Payment

(a)                Contract Fees. 

(i)                  Contractors will specify in their bids the fees payable for the provision of the Contractor Services (“Contract Fees”, together with the Platform Fees, the “Fees”). Homeowners will pay Contract Fees in advance to bidmii through the bidmii Platform. bidmii will release the Contract Fees to Contractors in accordance with the closing out process set forth in Section 1(c). In no event will bidmii be liable to (i) Homeowners for unperformed or underperformed Contractor Services; or (ii) Contractors for unpaid Contract Fees. 

(b)                Platform Fees.

(i)                   Requesting Contractor Services and submitting bids is always free. Contractors agree to pay the platform fees set out in the [A1] bid submission page when entering into  a Contract (the “Platform Fees”). 

(ii)                You acknowledge and agree that: (A) the Platform Fees constitute an essential portion of the compensation bidmii receives for making the bidmii Platform available to you; and (B) in exchange for the Platform Fees, a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the bidmii Platform (the “bidmii Relationship”). bidmii only receives the Platform Fees when a Homeowner and Contractor pay and receive payment through the bidmii Platform. Therefore, for 24 months from the start of an bidmii Relationship (the “Non-Circumvention Period”), you agree to use the bidmii Platform as your exclusive method to request, make, and receive all payments for Contractor Services directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the payment methods offered on the bidmii Platform. If you use the bidmii Platform as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User. 

(iii)               In the event of a breach of Section 7(b)(ii) above, you agree: (A) to pay to bidmii any Platform Fees that would have been payable in the event the payment for such Contractor Services was made through the bidmii Platform.

(c)                 Payment Methods. You must provide a valid method of payment upon entering into a Contract. You agree and acknowledge that we may bill your payment method in accordance with these Terms of Use and any applicable Contracts. 

(d)                Late Payment. If Users fail to pay any Platform Fees or Contract Fees when due, bidmii reserves the right to suspend Users’ access to the bidmii Platform and withhold the posting of any requests or bids for Contractor Services until all due and undisputed amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. 

(e)                Taxes. The Fees set out in these Terms of Use do not include applicable sales, use, gross receipts, value-added, excise, personal property or other taxes. Users will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with these Terms of Use other than taxes based on the net income or profits of bidmii.

(f)                  Suspension. Any suspension of the bidmii Platform by bidmii pursuant to the terms of these Terms of Use will not excuse Users from their obligation to make payments under these Terms of Use. 

8.                   Confidential Information

(a)                Definitions. For the purposes of these Terms of Use, a party receiving Confidential Information (as defined below) will be the “Recipient”, the party disclosing such information will be the “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into these Terms of Use, including information concerning the Discloser’s past, present or future customers, suppliers, technology or business, and where Discloser is User includes User Data; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations. 

(b)                Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its license rights or perform its obligations under these Terms of Use: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than these Terms of Use, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each party will take industry standard precautions to safeguard the other party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type. 

(c)                 Exceptions to Confidentiality. Notwithstanding Section 8(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the party’s business; or (iii) where Recipient is bidmii, to Homeowners or Contractors who have entered into a Contract to the extent necessary to facilitate such Contracts.

9.                   Disclaimer

(a)                DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF USE AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BIDMII DOES NOT WARRANT THAT THE BIDMII PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE BIDMII PLATFORM. EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS OF USE, THE BIDMII PLATFORM (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY BIDMII TO USER ARE PROVIDED “AS IS” AND “AS AVAILABLE”.

USER ACKNOWLEDGES THAT BIDMII IS NOT RESPONSIBLE FOR THE ACTIONS OR OMISSIONS OF HOMEOWNERS, CONTRACTORS OR FOR ANY OF THE CONTRACTOR SERVICES OR CLAIMS RELATING THERETO.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BIDMII HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, BIDMII EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO USER IN CONNECTION WITH USER’S USE OF THE BIDMII PLATFORM (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY USER FOR ANY PURPOSE WHATSOEVER. 

10.               Indemnities

To the fullest extent permitted by applicable law, you will defend, indemnify and hold harmless bidmii, and its officers, directors, employees and agents (each, a "bidmii Indemnitee") from and against any and all Losses incurred by an bidmii Indemnitee arising out of or relating to any action (other than by an affiliate of an bidmii Indemnitee) that arise from or relate to: (A) your provision of User Data in a manner not compliant with this Agreement or the Privacy Policy; (B) your breach of Sections 1(e), 5(b) or 7; (C) your unauthorized use bidmii Platform; (D) any personal injury, damage to property or  disputes arising from or relating to the Contractor Services. 

11.               Limitation of Liabilities

(a)                The following provisions have been negotiated by the parties and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy

(b)                AMOUNT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE PROVIDED IN SECTION 11(d), TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF BIDMII IN CONNECTION WITH OR UNDER THESE TERMS OF USE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED (I) THE AMOUNT OF PLATFORM FEES PAID BY YOU IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) IF THE PLATFORM HAS BEEN PROVIDED TO YOU WITHOUT THE PAYMENT OF PLATFORM FEES, $100 USD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

(c)                 TYPE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE PROVIDED IN SECTION 11(d), TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL BIDMII BE LIABLE TO YOU FOR: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THE BIDMII PLATFORM OR THESE TERMS OF USE; OR (VII) ANY CLAIMS ARISING FROM OR RELATING TO THE CONTRACTOR SERVICES OR ANY DISPUTES BETWEEN HOMEOWNERS AND CONTRACTORS REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

(d)                Exceptions. The exclusions and limitations in Sections 11(a) and 11(c) do not apply to Losses arising out of or relating to a party’s gross negligence or more culpable conduct, including any willful misconduct or intentionally wrongful acts. 

12.               Term and Termination

(a)                Term. These Terms of Use are effective on the day you first use the bidmii Platform and will remain in effect until terminated by either party in accordance with the provisions of these Terms of Use (the “Term”). We may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the bidmii Platform. You may terminate these Terms of Use at any time and with immediate effect by requesting by email that your Account be deleted, ceasing use of the bidmii Platform and uninstalling and deleting the bidmii Platform. For greater certainty, if you continue to use any portion of the bidmii Platform that is publicly available after these Terms of Use have been terminated and for as long as Contractor Services are being provided under these Terms of Use,  these Terms of Use will continue to apply to the extent of such use.

(b)                Effect of Termination. In the event these Terms of Use terminate or expire or suspension of your Account, you remain responsible for any amounts owing under these Terms of Use, including Platform Fees and Contract Fees.

(c)                 Survival. The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Section 4 (Data; Intellectual Property), Section 5 (Privacy), Section 7 (Fees and Payment), Section 8 (Confidential Information), Section 9 (Warranty; Disclaimer), Section 11 (Limitation of Liabilities), Section 12(c) (Survival), and Section 13 (General Provisions). 

13.               General Provisions

(a)                Notices. Notices sent to either party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the party to whom a notice is being given. Notices must be sent: (i) if to bidmii, to the following address:

2967 Dundas Street West, Suite 1103
Toronto, ON
M6P 1Z2

and (ii) if to User, to the current postal or email address that bidmii has on file with respect to User. bidmii may change its contact information by posting the new contact information on the Website or by giving notice thereof to you. You are solely responsible for keeping your contact information on file with bidmii current at all times during the Term.

(b)                Assignment. You may not assign these Terms of Use to any third party without bidmii’s prior written consent. bidmii may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

(c)                 Governing Law and Attornment. Except where prohibited by applicable law (which may include the province of Québec), these Terms of Use and any action related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The parties will initiate any lawsuits in connection with these Terms of Use in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent bidmii from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. 

(d)                Export Restrictions. You will comply with all export laws and regulations that may apply to its access to or use of the bidmii Platform and posting of any Contracts. 

(e)                Construction. Except as otherwise provided in these Terms of Use, the parties’ rights and remedies under these Terms of Use are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms of Use are for reference purposes only and have no substantive effect. The terms “consent” or “discretion” mean the right of a party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other party.

(f)                  Force Majeure. Neither party will be liable for delays caused by any event or circumstances beyond that party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites (“Force Majeure”).

(g)                Severability. Any provision of these Terms of Use found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.

(h)                Waiver. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(i)                  Independent Contractors. bidmii’s relationship to Users is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and neither party will represent to any third party that it has, any authority to act on behalf of the other party.

(j)                  Entire Agreement. These Terms of Use constitutes the entire agreement between the parties with respect to the subject matter of these Terms of Use and supersedes all prior or contemporaneous agreements, representations or other communications between the parties, whether written or oral.

(k)                Amendments. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW (WHICH MAY INCLUDE THE PROVINCE OF QUEBEC), WE RESERVE THE RIGHT TO CHANGE THESE TERMS OF USE AT ANY TIME BY POSTING A NEW VERSION TO THE BIDMII PLATFORM. IT IS YOUR OBLIGATION TO MONITOR THE BIDMII PLATFORM FOR ANY SUCH CHANGES. YOUR CONTINUED ACCESS TO OR USE OF THE BIDMII PLATFORM AFTER ANY CHANGES TO THESE TERMS OF USE INDICATES YOUR ACCEPTANCE OF SUCH CHANGES. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF USE REGULARLY. 

(l)                  English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

14.               Definitions

(a)                “bidmii Platform” means: (i) services through which bidmii hosts and makes available through its online platform connecting Homeowners and Contractors ; (ii) any component or Modification of the services referred to in (i); and (iii) the Support Services. 

(b)                “Loss” or “Losses” means any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers. 

(c)                 “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.

(d)                “Personal Information” means information about an identifiable individual. 

(e)                “User Data” means any data, information, content, records, and files that a User loads or enters into, transmits to, or makes available to the bidmii Platform, including but not limited to Personal Information.