Onvia General Terms and Conditions
This Agreement provides the general terms and conditions (the "General Terms and Conditions") applicable to all services (the "Services") offered by Onvia, Inc., a Delaware corporation ("Onvia"), to you through its Web sites located at www.onvia.com and www.demandstar.com (together, the "Site"). THESE GENERAL TERMS AND CONDITIONS ARE SUPPLEMENTED BY AND SHOULD BE READ IN CONJUNCTION WITH THE SPECIFIC TERMS AND CONDITIONS APPLICABLE TO SUCH SERVICES. By using any Service, you agree to these General Terms and Conditions as well as the specific terms and conditions applicable to the Service(s) you are using. The term "Agreement" means these General Terms and Conditions plus all other applicable terms and conditions. Onvia reserves the right in its sole discretion and without notice to amend or modify any of its terms and conditions under which any Service is being offered to you.
1. USE LIMITATION
Services are intended for your business use only. Access to and use of any Service is through a combination of a user name and password. Onvia authorizes you to view a single copy of the material (e.g., The Onvia Guide) on the Site solely for your use or use by authorized additional recipients. Materials from the Site are intended for the exclusive use by you at the location(s) specified in your subscription. You agree that such access will not be shared with others. You may not access any Service using the name or password of any other party. Unauthorized access to any Service, or to the telecommunications or computer facilities used to deliver such Service, is a material breach of this Agreement and may be a violation of law. You assume all responsibility for any claim, demand or damage resulting from another party obtaining your password. You shall not attempt to modify, decompile, reverse engineer or otherwise attempt to gain access to any technology or source code underlying any Service. By using any Service you represent and warrant that you are (a) authorized to form legally binding contracts under applicable law and that the information you provide is accurate, current and complete and (b) not a minor. We reserve the right at our sole discretion to refuse any Service to anyone at any time.
Any authorized additional recipients of materials from the Site are also subject to this Agreement. You agree to take full responsibility for any additional recipients for agreeing to and following these Terms and Conditions.
The Site contains links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by Onvia of the contents on such third party web sites. Onvia is not responsible for the contents of the third party site and does not make any representations regarding the content or accuracy of materials on such third party web sites. If you decide to access linked third party web sites, you do so at your own risk.
3. RELEASE AND INDEMNIFICATION
Onvia is a venue for you to participate in the use of the Services. The Site acts as a venue for submitting bids and finding business leads and does not screen or censor the listings offered. Onvia does not guarantee the quality, legality, truth or accuracy of the listings and/or Services. Onvia disclaims any responsibility for system downtime which may affect the timely submissions of electronic bids. You agree to accept periodic facsimile and email notices from us explaining our new Services. You assume all risks associated with dealing with other users with whom you come in contact through the Site. Because user authentication on the Internet is difficult, Onvia cannot and does not confirm that each user is who they claim to be. In the event that you have a dispute with another user, you hereby release Onvia, its subsidiaries, affiliates, directors, officers, employees and agents from and against any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code § 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You agree to indemnify and hold Onvia and its subsidiaries, affiliates, 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 breach of this Agreement or the documents incorporated by reference, or your violation of any law or the rights of a third party. We do not control the information provided by other users which is made available through our Site. You may find other user's information to be offensive, harmful, inaccurate or deceptive. Please use caution, common sense, and practice safe trading when using our Site. Please note that there are also risks of dealing with foreign nationals, underage persons or people acting under false pretense.
4. MODIFICATION TO SITE
Onvia reserves the right, in its sole discretion, to terminate, change or suspend any aspect of any Service or the Site, including, but not limited to, content, features or hours of availability. Onvia may impose limits on certain features of any Service or the Site or restrict your access to part or all of any Service or the Site without notice or liability.
5. USER CONDUCT AND BEHAVIOR
When you use any Services or the Site, you represent, warrant and agree that you will not:
(A) falsify or misrepresent any personal or business information regarding your identity or intentions with respect to any matter;
(B) post, publish, transmit, distribute, or upload any information through or link directly or indirectly any information to the Site that Onvia, in its sole discretion, deems unlawful, obscene, derogatory, abusive, threatening, discriminatory with respect to race or gender, or is otherwise disagreeable;
(C) post, publish, transmit, distribute, or upload any information through or link directly or indirectly any information to the Site that contains a virus, Trojan horse, worms, time bombs, cancelbots, or any other harmful software code or programming routine that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
(D) post, publish, transmit, distribute, or upload any information through or link directly or indirectly any information to the Site that is unlawful, fraudulent, or otherwise disagreeable, including without limitation, any information, communication or transmission that constitutes or supports the commission of any illegal activity or any violation of local, state, national or foreign law, statute, ordinance or regulation (including without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
(E) post, publish, transmit, distribute, or upload any information through or link directly or indirectly any information to the Site that violates any copyright, trademark or any other proprietary intellectual property rights of others, unless you have obtained permission from such owner and such action would not violate any of the above rights in such property;
(F) post, publish, transmit, distribute, or upload through or link directly or indirectly any information to the Site any bulk e-mail solicitations, chain letters, solicitations, advertisements, pyramid schemes or any other unsolicited communication, including without limitation, spamming Onvia's users;
(G) use, reproduce, distribute, publish or communicate any information obtained from the Site, for any commercial reason, unless such activity has been expressly approved in writing by Onvia; or
(H) use any robot, spider, other automatic device, or manual process to monitor or copy Onvia’s web pages or content contained herein;
(I) use any device, software or routine to bypass Onvia’s robot exclusion headers or meta tags, or to interfere or attempt to interfere with the proper working of the Site or any transaction being communicated or conducted on the Site, or take any action that imposes an unreasonable or disproportionately large load on Onvia’s infrastructure; or
(J) create liability for Onvia or cause Onvia to lose (in whole or in part) the services of Onvia's ISPs or other suppliers.
Onvia reserves the right, in its sole discretion, to amend, edit, remove or otherwise block any material posted by you which may violate any state, federal or local law or violate any aspect of this Agreement, or which Onvia, in its sole discretion, deems unlawful, obscene, derogatory, abusive, threatening, discriminatory with respect to race or gender, or otherwise disagreeable. However, Onvia does not assume responsibility for reviewing or verifying the material, content and information on its Site and is not responsible for any damages, losses, expenses or other injuries incurred by you or any other user as a result of relying on any material, content and information posted on the Site.
6. INTERRUPTION OF SERVICE
You understand that Onvia shall take commercially reasonable efforts to make its Site and Service available. However, Onvia is not responsible for any damages or losses related to any system errors or interruptions affecting its Site or any Service and the processing of any transaction related to any Service. You understand that the Site or Service may be unavailable unexpectedly as a result of circumstances beyond Onvia's control.
7. FEES AND FINANCIAL OBLIGATIONS
You agree to pay the fees and accept the payment policies for each Service for which you are registered. In the event your account becomes past due, your Service may be suspended, the remaining balance will be considered in default, and the entire account balance will become due and owing immediately. You also agree to pay all reasonable collection costs, including attorneys' fees. A service charge of $25.00 or the maximum amount permitted by applicable law will be charged for all returned checks. You agree and authorize us to charge your credit card on file for any of the Services that you order on or within 14 days of your stated payment due date. For subscriptions that renew automatically, the associated subscription charges are considered on-going.
8. RESOLUTIONS OF DISPUTES BETWEEN BUYERS AND SELLERS
In the event of a dispute between users of the Service in connection with a transaction, all users agree to cooperate with Onvia's customer service department to resolve the dispute. If Onvia cannot resolve the dispute within a reasonable time (as determined in the sole discretion of Onvia), each user agrees to submit their dispute to third-party conflict resolution or mediation services. Onvia may provide recommendations for such third-party conflict resolution and mediation services. Onvia disclaims all liability with respect to conflicts between users, Onvia's dispute resolution services and the conflict resolution and mediation services of any third party.
9. NO AGENCY
The relationship between you and Onvia is that of an independent contractor. No agency, partnership, joint venture or franchise relationship is implied, intended or created by the terms and conditions of this Agreement or the use of the Site by you.
The terms and conditions of this Agreement constitute a binding agreement between Onvia and you. Onvia’s Service is non-cancellable, meaning that your termination of this Agreement shall not relieve you of your payment obligations for any Service. Upon termination or expiration of a license with respect to particular Content provided by Onvia, you shall delete or destroy the Content, and all copies thereof and other materials containing such Content in your possession or control and instruct your end users (if any) to cease using the Content. Upon request by Onvia, you shall provide a corporate officer’s written certification that you have complied with the foregoing. In addition, Onvia shall have access during reasonable business hours to such of your records and systems as are necessary to verify compliance with the foregoing.
“Content” includes without limitation daily bid notices, requests for proposals, sole source contracts, term contracts, planholders and bidders lists, and bid tabulations, contract awards, advanced notices, budgets and capital improvement plans, or CIPs, procurement officials/active buyers/decisionmakers, and American Recovery and Reinvestment Act, or ARRA–funded projects/activities relating to local, state, and federal government opportunities that Onvia has compiled, aggregated, and reformatted, including projects considered and awarded under the ARRA.
11. DISCLAIMER OF WARRANTIES
ONVIA PROVIDES THE SITE AND SERVICES "AS IS" AND DISCLAIMS ALL WARRANTIES OF ANY KIND. ONVIA, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. ONVIA MAKES NO WARRANTIES ABOUT ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SITE, CONTENT OR MATERIALS ON THE SITE, SERVICES, LISTINGS, LINKS, AND TEXT. NO ADVICE, INSTRUCTIONS OR INFORMATION RECEIVED BY A USER, WHETHER ORALLY OR IN WRITING, FROM ONVIA SHALL CREATE ANY IMPLIED WARRANTY. Onvia does not and cannot control the flow of data to or from its Site and other portions of the Internet. At times, your connection to the Internet may be impaired or disrupted. Although Onvia will use commercially reasonable efforts to avoid such an event, Onvia cannot guarantee that it will not occur and disclaims any and all liability resulting from or related to such an event.
12. LIMITATION OF LIABILITY
IN NO EVENT SHALL ONVIA OR ONVIA'S SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY SERVICE, THE SITE OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).
ONVIA'S LIABILITY, AND THE LIABILITY OF ONVIA'S SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF FEES YOU PAY ONVIA IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.
Subject to the intellectual property rights of the users in any content provided by them in connection with the use of the Site and any Service, Onvia shall retain all right, title and interest in and to the Site, the Services and all the materials and content provided to you pursuant to this Agreement, including all intellectual property rights therein and thereto.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein, and supersedes any and all prior agreements between Onvia and you. The failure to enforce any provision of this Agreement will not result in a waiver of any rights either party may have under this Agreement. If any provision of this Agreement is held to be unenforceable, it will be enforced to the maximum extent permissible and the remainder of this Agreement shall continue in full force and effect. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Onvia's failure to act with respect to a breach by you or other users does not waive Onvia's right to act with respect to subsequent or similar breaches. Onvia will not be liable for any delay or failure associated with the Site or Service beyond its control or otherwise, including natural disasters, acts of government or war, etc. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington without regard to the conflicts of law provisions thereof. You further agree to the exercise of personal jurisdiction in the State of Washington in connection with any dispute or claim involving Onvia.
BIDWIRE SERVICE TERMS AND CONDITIONS
This Agreement provides the terms and conditions under which Onvia, Inc., a Delaware corporation ("Onvia") offers its Bidwire Service ("Bidwire Service") to you through its Web site located at www.demandstar.com (the "Site"). THIS AGREEMENT IS SUPPLEMENTED BY AND SHOULD BE READ IN CONJUNCTION WITH THE GENERAL TERMS AND CONDITIONS OF ONVIA WHICH APPLY TO ALL ONVIA SERVICES. Your use of the Bidwire Service as a user ("User") constitutes your agreement to all terms and conditions contained in this Agreement as well as Onvia's General Terms and Conditions. Onvia reserves the right in its sole discretion and without notice to amend or modify the terms and conditions under which the Bidwire Service is being offered to you.
1. SUPPLIER INFORMATION AND RESPONSIBILITIES
In order for you to participate in any bid award or other procurement action from any city, county, state or other governmental agency which has entered into an agreement with Onvia, as a member of the Onvia governmental agency network for which you have registered (the "Agency"), you may be required by the Agency to provide additional information. Registration with Onvia does not confer or imply any special consideration to you by the Agency. The Agency reserves the right to determine your eligibility to submit bids. It is your responsibility to insure that the information you submit to Onvia and to this Site is current and accurate. Onvia is not responsible for technical or mechanical problems affecting your fax or computer equipment.
2. SUPPLIER NETWORK MEMBERSHIP SERVICES
When you establish an account with us we will provide you with a unique logon account number and password. You will be permitted to access bids for the purchasing organizations that belong to the Onvia system (the "Agencies"). You can access this information by visiting our web site and entering your username and password. If the bids are available for electronic download then you will be able to download them from our web site. You may be asked to pay for downloads outside of your subscribed area or for downloads with special content such as blue prints. We will attempt to notify you of bids and addenda submitted to us by the Agencies in your subscription that match the commodity codes associated with each bid. We will attempt to notify you by sending you either an email message over the Internet or a facsimile. It is your responsibility to ensure that your facsimile equipment and email account are in good working order. You can choose the method of notification when you establish your account with us, however certain promotions may only be available with email notification. If you subsequently change your method of notification or subscription your services and fees may change in accordance with then-current policies.
3. PROPRIETARY RIGHTS
Notices under this Agreement shall be provided to Users via email to the email address provided by User on its registration form. Notices to Onvia should be delivered via email to supplierservices @ onvia.com.
QUOTEWIRE SERVICE TERMS AND CONDITIONS
This Agreement provides the terms and conditions under which Onvia, Inc., a Delaware corporation ("Onvia") offers its Quotewire Service ("Quotewire Service") to you through its Web site located at www.demandstar.com (the "Site"). THIS AGREEMENT IS SUPPLEMENTED BY AND SHOULD BE READ IN CONJUNCTION WITH THE GENERAL TERMS AND CONDITIONS OF ONVIA WHICH APPLY TO ALL ONVIA SERVICES. Your use of the Quotewire Service as a user ("User") constitutes your agreement to all terms and conditions contained in this Agreement as well as Onvia's General Terms and Conditions. Onvia reserves the right in its sole discretion and without notice to amend or modify the terms and conditions under which the Quotewire Service is being offered to you.
1. BUYER OBLIGATIONS
When you have submitted a quote request with the Quotewire Service, you have extended an offer to such suppliers to sell goods or services to you which meet the requirements specified in your quote request, including but not limited to price, payment terms, shipping terms, and payment methods. If a selected supplier submits a bid that is acceptable to you, and if you subsequently award that bid to that supplier, you then agree to accept the requested materials or services from that supplier. You may close a quote request before the specified close date, and you may award or reject a bid before the close date and/or before all bids are received. Although the Quotewire Service allows you to perform these actions, you should understand that it may not be best business practice to do so.
2. SUPPLIER OBLIGATIONS
You may bid on requests for quotes listed on the Quotewire Service only if notified by the Service that you have been selected as a participating supplier, based on the commodity code information submitted by the buyer and you. When you submit a quote, you have extended an irrevocable offer to the buyer to provide the product or services requested on the terms and conditions you state in your quote. A supplier may retract any quote after acceptance by the buyer if the quote request included a material inaccuracy or misrepresentation. You understand and agree that the buyer may close the quote request at any time, regardless of the specified close date, and can award or reject a quote at any time. You understand and agree that you are responsible for all applicable taxes and for all costs that are incurred in using the Service. Onvia may also, in its sole discretion, add or delete fees associated with its Service. If any new fee or charge is applicable, Onvia will notify you by posting such new fee or charge on the Web Site or by notifying you in writing by email.
Notices under this Agreement shall be provided to Users via email to the email address provided by User on its registration form. Notices to Onvia should be delivered via email to supplierservices @ onvia.com.