Last revision: November 12, 2020
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.
(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.
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 email@example.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
(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.
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 firstname.lastname@example.org, 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.
(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.
8. Confidential Information
(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.
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.
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
(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
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
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.
(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.
(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”).
(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.
(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.