VillageBid User Agreement

This document describes the terms with which VillageBid offers you access to our services. This agreement describes the terms and conditions applicable to your use of our services available under the www.VillageBid.com domain. Once you accept the terms and conditions of this Agreement, you hereby agree and acknowledge that at anytime and in our sole discretion, we may effectively modify the terms and conditions of this Agreement by posting the modified Agreement with its new terms and conditions on the VillageBid website. All modified terms and conditions shall take effect immediately after posting to the VillageBid website. You agree and consent to any and all modified terms and conditions hereunder. This Agreement may not be modified, amended, and/or changed by you in any manner. Furthermore, you agree that we may modify this Agreement or discontinue our website at anytime and without notice and without any liability or responsibility to you. This agreement is effective on January 1st, 2007 for all users.

1. VillageBid is a Neutral Venue.  VillageBid is not a service provider. We and our website function solely as a neutral venue and digital clearinghouse where two parties may agree on a price for a particular type of service. We are the neutral venue for this connection between you and other members. We do not provide any endorsement for you or your services. You acknowledge and agree that we do not provide the services and we are not in any way responsible for assisting you in any manner with your provision of the services. We cannot and will not guarantee the ability of members to complete payment for any of the provided services. Furthermore, due to the difficulty of individual authentication, especially on the Internet, we cannot and will not in any manner verify or confirm the identity or ability of members to pay for the provided services. You acknowledge and agree that any and all communications, correspondence, verbal or written, or any warranties or representations, made with regard to the services are not provided by us and are specifically and solely between you and the other member. We are not involved in the actual transaction between service buyer and service provider. As a result, we have no control over the quality, safety, or legality of the transactions that take place on our website, the accuracy of our listings, the ability of the service providers to perform the service, or the ability of service buyer to authorize the service be performed. We cannot ensure that a service provider will actually complete the work.

2. Membership.  Our services are available only to individuals who can form legally binding contracts under applicable law. Our services are not available to minors or to temporarily or indefinitely suspended VillageBid members. Minors may only use this service in conjunction with their parents or guardians. Your VillageBid membership may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this agreement. Members who engage in the transportation of goods must have a valid license to operate the vehicle they intend to use. You agree that the website is for services only and that work that you provide will only involve services. You agree that you will not use your participation in the VillageBid website as a means to sell or market any types of goods or products, unless specifically allowed by VillageBid.

3. Other Terms and Conditions.  You acknowledge and agree that VillageBid has the sole discretion to set forth and post additional terms and conditions for your use of the website at various places throughout the website. You agree that those additional terms and conditions shall be considered an effective amendment to this Agreement and said terms and conditions shall be incorporated herein. Furthermore, you expressly agree that if there is any conflict between those additional terms and conditions and the specific terms and conditions set forth herein, the terms and conditions set forth herein shall govern.

4. Fees.  There are currently no fees to join VillageBid and no listing or transaction fees for service providers or service buyer.

You are responsible for all actions taken with your User ID and password, including fees. We recommend that you not disclose your VillageBid password to any third parties.

5. No Agency.  You hereby agree and acknowledge that your execution of this Agreement, your provision of services and/or your use of the VillageBid website, does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship with us and furthermore that no affiliation, association or connection exists between you and us.

6. Release.  Should you have a dispute with one or more VillageBid users, you release VillageBid, Inc., its officers, directors, agents, and employees from all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

7. Shipping.  As a service buyer, you are obligated to complete the transaction with the service provider if you accept the service provider’s bid, unless the transaction is prohibited by law or by this Agreement. By accepting a service provider’s bid, you agree to be bound by the conditions of the bid included in the bid details so long as those job details are not in violation of this Agreement or unlawful. Acceptance generally is not retractable unless: (1) the service provider materially changes the bid details after your acceptance; (2) a typographical error is made; or (3) you cannot authenticate the service provider’s identity or credentials (see “Match Retraction” above for more details). The service provider reserves the right to inspect your work before accepting it, and to refuse to perform any service prohibited by this Agreement or by law. IMPORTANT: VillageBid does not screen or qualify service providers for compliance with federal, state or local laws and regulations. It is recommended that you confirm such compliance directly with the service provider before services are rendered by the service provider.

8. Prohibited and Restricted Items.

Prohibited Items: Hazardous or dangerous goods. These are items that may pose a danger to health, safety, or property while being transported (such as explosives, radioactive materials, flammable gases and solids, and toxic substances). Hazardous goods that cannot be shipped through the mail or commercial carrier are not allowed on VillageBid. The few hazardous materials that lawfully may be transported under certain conditions (if they are properly packaged and labeled) may be listed on VillageBid provided that the listing contains a clear notice of the hazardous nature of the material and a description of the planned method of shipping that complies with the law. For details on particular hazardous substances and transportation requirements in the U.S., see the PDF document U.S. Postal Service Publication 52.

Restricted Items: Prohibited regulated or perishable goods. These are items considered restricted or perishable by the U.S. Postal Service which generally do not pose a danger to health, safety, or property while being transported, but their transport is regulated or banned for public policy reasons. Generally, restricted or perishable items that can lawfully be transported by mail or commercial carrier are permitted on VillageBid (see U.S. Postal Service Publication 52 linked above for additional details). Full responsibility rests with the sender to comply with all postal and nonpostal laws and regulations that relate to the mailing of hazardous, restricted and perishable material. Anyone who sends, or causes to be sent, a non-mailable or improperly packaged hazardous material can be subject to legal penalties (i.e., fines and/or imprisonment), including but not limited to those specified in Title 18, United States Code.

9. Eligibility.

Service providers must legally be able to provide the service. You agree that it is your sole obligation to comply with all laws, rules, statutes and regulations that may apply including any and all local, state and federal licensing requirements. You must describe your offer and all terms of your services on the bid submittal form on our site. You acknowledge that the VillageBid website exists for members to make a fully informed decision about your bids, services offering, policies and procedures. Therefore, you shall disclose to every member that you attempt to do business with your services offerings and relevant policies, procedures and fees that you will charge, including, but not limited to, taxes and/or other service charges. In the event, that you charge “extra fees” and we are made aware of this fact, VillageBid reserves the right to suspend or cancel your account at our sole discretion. Your bid may only include content relevant to the description of your services. If you bid on any service and your bid is accepted by the service buyer, you are obligated to perform the services offered in your bid at the accepted bid price.

Service buyers authorize VillageBid to charge the match fee to your credit card when the the service buyer accepts the bid (see Fees and Match Retraction above).

10. Town Crier System.  The VillageBid site is self-policed by the VillageBid community via a Town Crier system. The Town Crier system is used to communicate the policies of the VillageBid User Agreement. VillageBid members are able to “highlight” certain texts that do not comply with this Agreement. Yellow highlight icons are located in areas that are able to be identified, including: shipment Q&A forum, the bid details section, user profiles, and service listing information. To highlight text, community members click on the yellow Village Crier icon following the text in question. After agreeing that the text you are highlighting violates the VillageBid User Agreement the highlighted portion will turn will turn red. A message is sent to the VillageBid team for review. After review, the VillageBid team will either remove the highlight from the text, meaning there was no violation, or if a violation has occurred, the content is removed. A VillageBid member who have text removed on three consecutive days is subject to suspension of their account.

11. Information You Submit.  You solely are responsible for any information you provide to us or other users in the registration, bidding, or work process. Your personal information and any service listing must be true, legal, accurate, and non-fraudulent. You may not provide contact information to other members for the purpose of bypassing VillageBid transaction fees. Information may not contain any viruses or other malware that may damage or interfere with our website. Furthermore, you may not list any shipment or trip on our site that, by paying to us a match fee, could cause us to violate any applicable law, statute, ordinance or regulation, or that violates our Prohibited Items terms. You authorize VillageBid to use the information you supply to us in connection with our services and in accordance with this Agreement. Our website acts as a passive conduit for any and all communication and/or distribution of information. We have no control, editorial or otherwise, over any communication, information, and specifically, over the content of such communication or information. We do not and will not ensure the accuracy or reliability of such communication or information nor will we act as a monitor over the content of such communication for information. However, we do reserve the absolute right to remove or restrict any communication or information that you may post to the website that is in violation of this Agreement, illegal, threatening, or lewd. You acknowledge and agree that this website acts as a passive conduit for any of your online communication or distribution of content or information.

Furthermore, you expressly represent and warrant the following: (1) You are the owner, with all appurtenant rights thereto, of any and all communication, content and/or information that you post on the website; or (2) You are the legitimate and rightful grantee of a worldwide, royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to use, distribute, reproduce and distribute such communication, content and/or information. To only that extent you allow us to use your communication, content and/or information and not violate your rights in the same, you grant to us a royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to exercise the copyright, publicity and database rights that you have in your communication, content and/or information. You further represent and warrant that any and all of your online communication, content and/or information:

• Will not violate any federal or state law, regulation, rule, or statute;
• Will not violate the terms of this Agreement;
• Will not infringe any third party’s intellectual property rights including but not limited to copyright, patent or trademark rights;
• Will not contain obscene, lewd, or suggestive content and under no circumstances will it contain pornography;
• Will not be libelous, threatening, harassing or defamatory. This specifically includes making legal claims of any sort about VillageBid employees, agents, other members, or the marketplace itself;
• Will not contain any computer hardware or software, viruses, trojan horses, worms, or any other computer programming that may interfere with the operation of our website, operation of any of our systems and or create or impose a large burden or load on our website;
• Will not scan or test the vulnerability or security of our website or the system within which it operates;
• Will not be used for commercial or public purposes outside of the requirements of this Agreement;
• Will not create liability for us in any manner whatsoever;
• Will not frame or link to our website without our written permission;
• Will not involve the upload, or insertion of, any programming language or code into or onto our website.

You agree to use common sense and good judgment when conducting or posting any online communication or distribution of information. You assume legal responsibility for all damages incurred as a result of any of your online communication or distribution of information.

12. Fraud.  VillageBid may suspend or terminate your account if we suspect that you have engaged in fraudulent activity in connection with our website. Members may not manipulate the bid prices for any shipment or interfere with other members’ listings or transactions. Other fraudulent acts include:

A. Fees. You shall NOT:

• Charge to, or in any way attempt to collect from members, as an additional charge to the total amount agreed upon for the services, the VillageBid Match Fee, or;
• Charge members a higher price (including taxes, service charges, or any other fees) than that which was agreed upon on the VillageBid website (given that the particulars of the service requested are materially the same as those requested on the VillageBid website). Your accepted bid price must include ANY and ALL charges, including any taxes, fees, etc.;
• Represent or communicate to members that you are to collect the VillageBid Match Fee;
• Cause another person or entity to engage in any conduct, act or behavior intended or designed to circumvent or avoid, in any manner, our right to the VillageBid Match Fee;
• Enter into any transaction, letter of intent or memorandum of understanding, written or verbal, formal or informal agreement, with a member, that circumvents or avoids our right to a Match Fee;
• Communicate or correspond, whether by written, verbal, or electronic means, with a member, for the purpose of entering into an agreement or transaction that circumvents or avoids our right to a Match Fee.

B. Manipulating feedback. You acknowledge and agree that the VillageBid website is a neutral venue and that all transactions for services are made by and between you and other members only and therefore, we can not, do not, and will not make any comments on behalf of you or your services. As a consequence, you acknowledge that the key component and integrity of the website is the ability of members to leave feedback about you and/or your services (whether positive, neutral or negative) AND for other members to read and evaluate those feedback reviews and make voluntary choices based upon that feedback. Therefore, in order to preserve the key component and integrity of the website, you shall NOT:

• Improperly influence in any manner or cause another to improperly influence in any manner, the feedback of the member;
• Post and/or cut and paste and/or copy the content of a member feedback review from the VillageBid website to your own personal or business website, to any other third party website and/or on any of your own personal, business or third party marketing/advertising materials regardless of the form;
• Attempt to gain feedback by receiving multiple feedback from the same member. (Members may only leave one feedback, whether positive, neutral, or negative, to any other member regardless of the number of matches that the two parties complete with each other.);
• Post or attempt to post, in any manner or by any means, a feedback review on your own account.

Please review the VillageBid Security Center for more details on how members can protect themselves from fraudulent activity.

13. Off-Site Communications.  VillageBid prohibits offers by its members from performing listed work outside of the VillageBid site.

• Entering personal contact information, such as website addresses, fax numbers, phone numbers or email addresses, in VillageBid’s question and answer system, profile section, “Additional Information” sections, user ID, discussion forums, shipment listing, or shipment description;
• Using personal contact information, such as website addresses, fax numbers, phone numbers, or email addresses, obtained through VillageBid’s question and answer system, profile section, “Additional Information” section, user ID, discussion forums, service listing, or service description to offer the work listed off-site.

VillageBid reserves the right to edit, amend, or delete any personal contact information that members submit on our site. VillageBid reserves the right to suspend or delete the account of any member that attempts to make off-site transactions.

14. Community Discussion Forums.  VillageBid’s discussion forums are intended to allow our members to communicate their experiences using VillageBid. VillageBid reserves the right to edit, amend, or delete any information posted on the discussion forums if, in the sole opinion of VillageBid, the posting contains language that is vulgar, obscene, inflammatory, illegal, irrelevant, or in violation of any section of this User Agreement or our Discussion Forum Rules, which has detailed information about what postings we deem unacceptable.

15. Right to Reject or Remove Members.  We reserve the absolute right to reject your participation, or remove you from your current participation, in the VillageBid website at any time and for any reason, or for no reason, and without notice to you. An event that may result in the rejection or removal of your participation can include but is not limited to: any circumvention of the VillageBid marketplace by you or by others at your direction; your creation, maintenance and/or management of more than one account; your circumvention or non-payment in full of our fees; any attempt by you to improperly influence, or cause another to improperly influence the feedback of members; any attempt by you to harass, or cause another to harass, or commit inappropriate communications with a member and/or a failure to deliver the promised services on time; any attempt by you to harass, or cause another to harass, or commit inappropriate communications with one of our employees, agents, or partners.

16. Petition for Reinstatement.  Upon your removal from the VillageBid website, you may petition for reinstatement. Your petition for reinstatement must include the following: a) A written statement as to why you should be reinstated; and b) Your contact information. Your Petition will be reviewed at our discretion and any determination as to your reinstatement will be based on our sole judgment. Your submission of a Petition does not, in any manner, guarantee that you will be reinstated and we specifically disclaim any and all representations with respect to such guarantee. We will contact you as to our decision to reinstate. We are not obligated to give you any reason or basis for our decision. You understand that any decision for reinstatement may be a simple yes or no. All decisions are final.

17. Confidentiality/Non-Disclosure.  As a result of the performance of this Agreement and whether due to any intentional or negligent act or omission, we may disclose to you or you may otherwise learn of or discover our documents, business practices, object code, source code, management styles, day-to-day business operations, capabilities, systems, current and future strategies, marketing information, financial information, software, technologies, processes, procedures, methods and applications, or other aspects of our business (“Our Information”). You hereby agree and acknowledge that any and all of our information is confidential and shall be our sole and exclusive intellectual property and proprietary information. You agree to use Our Information only for the specific purposes as allowed by the performance of this Agreement. Any disclosure of Our Information to a third party, specifically including a direct competitor, is strictly prohibited and will be vigorously challenged in a court of law. All obligations contained herein shall survive the termination of this Agreement. Furthermore, you acknowledge that Our Information is proprietary, confidential and extremely valuable to us, and that we would be materially damaged by your disclosure of Our Information. You acknowledge and agree that monetary damages provide an insufficient remedy for the breach of this confidentiality obligation, and that we shall be entitled to injunctive relief.

18. Non-solicitation.  During the term of this agreement, you shall not solicit to hire, nor hire any VillageBid employees of whom you become aware of through the performance of this Agreement. Furthermore, you shall not otherwise interfere with any of our other business relationships, including those with our members.

19. Taxes.  You are responsible for collecting and remitting any and all taxes associated with the transactions or use of this site.

20. Record Keeping/Audit.  We reserve the right to keep any and all records of transactions and communications between you and other members for administration purposes.

21. No Felony Convictions.  You represent and warrant that you, and any individuals associated with you who will perform the services, have not been convicted of a felony. Furthermore, you represent or warrant that there are currently no legal proceedings, criminal, civil or administrative, instituted against you that will prevent you from performing the services.

22. Unsolicited Idea Submission.  We always want to receive messages and feedback from VillageBid members and welcome any comments regarding the VillageBid marketplace. However, VillageBid policy does not allow us to accept or consider ideas, suggestions, or proposals other than those we specifically request. The intent of this policy is to avoid the possibility of future misunderstandings when new functionality and features developed internally by VillageBid might be similar or even identical to your idea.

If you do send VillageBid an unsolicited suggestion, idea, or proposal, or if you send, at the request of VillageBid, a comment or suggestion to improve the VillageBid Marketplace (for example, through Discussion Boards or via email) (collectively, the “Submission”), VillageBid will consider the Submission to be non-confidential and non-proprietary. VillageBid shall have no obligations concerning the Submission, contractual or otherwise (including but not limited to an obligation to keep the Submission confidential), and shall not be liable for any use or disclosure of any Submission. VillageBid shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to you.

23. Identity Verification.  We use techniques to help verify the identity of TSPs when they register on our website; however, VillageBid cannot and will not confirm each service provider’s identity. We have implemented a user-managed feedback system to help you evaluate other members you are transacting with.

24. Feedback.  If you undermine the integrity of our feedback system in any way, or if you earn a net feedback rating of less than 60%, your membership may be suspended. You acknowledge that your feedback consists of comments left by other VillageBid members and a composite feedback number compiled by VillageBid. You agree that you will not use your VillageBid feedback in any venue other than VillageBid.

25. Remedies.  Remedies for use of our website that violate this agreement include, but are not limited to, the immediate removal your shipment or trip listings, notifying our members of your actions, issuing a warning, temporarily suspending your membership, terminating your membership, and refusing to provide our services to you.

26. No Warranty.  VillageBid our employees, and our suppliers provide services without any warranty or express, implied or statutory conditions. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

27. Limited Liability.  In no event shall we, our employees, or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our website, our services or this agreement however arising, including negligence. Our liability, and that of our employees and suppliers, to you or any third parties in any circumstance is limited to the greater of the amount of fees you pay to us in the 12 months prior to the action giving rise to liability, and $100.

28. Indemnity.  You agree to indemnify and hold us and our officers, directors, agents, and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your negligence, breach of this Agreement, or violation of any law or the rights of a third party.

29. Legal Compliance.  You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your listing.

30. Arbitration.  Any legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by VillageBid to collect our fees and/or recover damages for, or obtain an injunction relating to, the VillageBid site operations, intellectual property, and our services, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration shall be conducted in Los Angeles, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.

31. Dispute Resolution.  Disputes between you and VillageBid regarding our services should be reported to info@VillageBid.com. We will attempt to resolve any disputes you have with us. Because we are a neutral venue (as explained above), we are not responsible for resolving any disputes between you and members regarding services. All disputes must be resolved directly between you and members. Therefore, if we are contacted by a member who claims to have a dispute with you regarding the services and they request your contact information (including but not limited to any of your provided phone numbers and/or addresses) to settle the dispute, You expressly authorize us to release your provided contact information to the customer and you agree to release us from any and all liability associated therewith. We encourage you to report all member-to-member disputes to law enforcement officials or a certified mediation or arbitration entity (for example, SquareTrade). We do not specifically endorse any such third party mediation or arbitration entity. When appropriate, we also encourage you to report disputes involving fraud, theft, or other criminal activity to the appropriate law enforcement agencies.

32. Protection of Intellectual Property Content.  The VillageBid website contains copyrighted material, inventions, know how, potential patentable business method material, design logos, phrases, names, logos or HTML Code (“Intellectual Property Content”) all of which, unless otherwise indicated and/or provided pursuant to a third party license, are our sole property and we retain all appurtenant rights, interests and title thereto. We also claim ownership rights under the copyright and trademark laws with regard to the “look,” “feel,” “appearance” and “graphic function” of this website including but not limited to its color combinations, sounds, layouts and designs. You agree and acknowledge that your use of this website does not confer upon you any license or permission to use our (or any third party’s) Intellectual Property Content. You shall not reproduce, modify, display, sell, or distribute the Intellectual Property Content, or use it in any other way for public or commercial purpose. All other trademarks, service marks and copyrights are held by their rightful owners.

33. Trademark and Domain Name Protection.  The VillageBid website contains trademarks, tradenames, trade dress, service marks, domain names or other indicators of ownership (collectively the “Village marks”) owned or licensed for use by us. Unless otherwise agreed to in an Addendum to this Agreement, you agree that no right, property, license, permission or interest of any kind in or to the “Village marks” is or is intended to be given or transferred to or acquired by you pursuant to the execution, performance or non-performance of this Agreement or any part thereof. You shall in no way contest or deny the validity of, our right of title to or license of use for, the “Village marks,” and you shall not encourage or assist others directly or indirectly to do so, during the lifetime of this Agreement and thereafter. You shall not utilize the “Village marks” in any manner that would diminish their value or harm their reputation. You shall not use or register any domain name that is identical to or similar to any of the “Village marks.”

34. Security.  VillageBid uses industry standard practices to safeguard your personal information, including firewalls and Secure Socket Layers. We utilize several different security techniques to protect data from unauthorized access, but we cannot guarantee the security of our system. We also do not guarantee uninterrupted or secure access to our system, as the operation of our website can be interrupted by numerous factors outside of our control.

35. Governing Law.  THIS AGREEMENT AND YOUR USE OF THE SITE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

36. General.  This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of this Agreement as a whole and any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under applicable law. The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions. Reasonable attorneys’ fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this Agreement. The section headings used herein are for convenience only and shall not be given any legal import.