Welcome to FedBid, the fully-managed online marketplace proven to optimize how governments, businesses and educational institutions buy the goods and services they need to keep their organizations running. In order to help make our Web Site a secure environment for government and business entities to buy and sell Commercial items, all users of our service are required to accept and comply with these Terms of Use.

The Terms of Use explain the contractual agreement between You and FedBid regarding Your use of the Web Site and FedBid’s facilitation of any Services provided. The Web Site is an Independent Venue for Buyers and Sellers to exchange Information and to establish an electronic marketplace for Commercial Items. FedBid does not endorse or approve of any particular Commercial Items, or any particular Buyer or Seller. (Please note that the sale of used or refurbished products is prohibited, unless specifically requested in writing from the Buyer.)

If You have any questions regarding these Terms of Use, please contact ClientServices@FedBid.com. Contact information for FedBid Epayment related questions can be found in the FedBid Epayment section of the Terms of Use, below. FedBid may amend these Terms of Use at any time by posting the amended Terms of Use on the Web Site. The amended Terms of Use shall be effective upon the effective date indicated in such notice or posting. We may add, delete or modify the Services in our sole discretion, at any time. 

Definitions

FedBid’s Terms of Use contains certain words or terms that have specifically defined meanings. Those words, known as defined terms, are denoted through the capitalization of their initial letters throughout the Terms of Use, or in sections containing words consisting of all capital letters, through bolded font. The meanings of all defined terms used herein are set forth exclusively in the “Definitions” section or elsewhere in the Terms of Use, and no other meaning will apply to those terms. Many of the defined terms appearing in the Terms of Use are listed below in alphabetical order:

Active Target Price (ATP) means the mechanism available to the Buyer that enables the Buyer to establish a price-point that must be underbid before a Bid will receive a LEAD Bid Status. (NOTE: ATP is usually based on a published catalog price or valid market research quote and is not visible to Sellers. FedBid reserves the right to remove an ATP when, in FedBid’s sole discretion, such ATP is materially inaccurate or violates the integrity of the FedBid marketplace.) 

ActivityCard® means the Web Site feature that compiles Seller activity metrics based on the Seller’s use of FedBid.

Attachments mean electronic files, either posted by Buyers, describing statements-of-work (SOWs) or other aspects of a Specification, or posted or otherwise submitted by Sellers as part of or to supplement their Bid. Attachments may include narratives, forms, and drawings in various document file types including Microsoft Word (.doc), Microsoft Excel (.xls), Microsoft PowerPoint (.ppt), and Adobe (.pdf) but cannot include pricing Information.

Authorization Number means the identification number or alphanumeric sequence that represents the issuance of an Order from the Buyer to the Selected Seller. (NOTE: Typical Authorization Numbers are contained in: purchase orders, requisitions, or purchase/credit card authorizations.)

Best Price means the Ranking Criterion that ranks Bids based exclusively on price; however, Buyers may also consider Offline Factors without communicating such on the Web Site.

Bid means the Seller’s accurate, good faith, binding offer to the Buyer to sell, at a certain price and during a certain period of time specified by the Buyer, Commercial Items that conform to the Specifications and terms of the IFB in response to which such offer is submitted. A Bid must be received through the Web Site prior to the expiration of the Reverse eAuction as specified in the IFB and as determined by the Web Site system clock. Partial Bids are not permitted under a Reverse eAuction and will be removed from the Web Site.

Bid Decrement means the bidding requirement, as established by the Buyer for an individual IFB, which dictates the minimum reduction in price between a Bid and the subsequent re-Bid submitted by a specific Seller.

Bid Price means the cumulative dollar amount, including Shipping Costs and FedBid Fees, of a Bid.

Bid Process means that overall process by which the Reverse eAuction takes place on the Web Site, as described in the “Bid Process” section of the Terms of Use.

Bid Status means the position of a Bid throughout the Reverse eAuction process relative to other Bids or Active Target Price (ATP), and includes the following identifiers:

  • LEAD means that a Bid is in the lead position at a specific moment in time during the Reverse eAuction process;
  • LAG means that a Bid is NOT in the lead position at a specific moment in time during the Reverse eAuction process and that it may be lagging to competitor Bids and/or an Active Target Price (ATP).
  • LEAD - Pending Selection means that a Bid is in the lead position once the Reverse eAuction process has ended, but is awaiting the Buyer’s award or cancellation decision;
  • LAG - Pending Selection means that a Bid is NOT in the lead position once the Reverse eAuction process has ended; and that it may be lagging to competitor Bids and/or an Active Target Price (ATP) but is awaiting the Buyer’s award or cancellation decision.
  • Selected means that the Buyer has chosen the Bid as the best Bid, and that the Buyer intends to issue an Order to the respective Seller;
  • Not Selected means that the Buyer has NOT chosen the Bid as the best Bid, and that the Buyer intends to issue an Order to another Seller; and
  • Cancelled means that the Buyer has withdrawn the Reverse eAuction from FedBid, with the right to RePost a modified Reverse eAuction or end the competition permanently.

Bid Validation means the effort of FedBid to verify and/or confirm Seller’s compliance with Specifications.

Buy means a Reverse eAuction. Individual Buys are identified by a unique Buy number.

Buyer means a governmental or business entity or authorized representative of such entity that utilizes the Web Site to purchase Commercial Items from Sellers.

Commercial Items means products or simple services, typically as defined in the FAR at 48 CFR 2.101, solicited by Buyers from Sellers on the Web Site. The sale of used or refurbished products is prohibited, unless specifically requested in writing by the Buyer. The sale of “gray market goods”, defined as goods sold through distribution channels not authorized by the manufacturer of the goods, is prohibited.

Contract Type means the Buyer’s request to receive Bids consisting of items that are currently approved on the referenced contract vehicle option as described on the Web Site as follows (subject to change from time to time):

  • “Open Market” (Non-contract based bids)
  • “GSA Schedules”
  • “Army CHESS”
  • “DHS FirstSource II”
  • “DHS TacCom”
  • “NASA SEWP IV”
  • “NIH ECS III”
  • “VA FSS Contracts”
  • “Other” (Buyer defined)

Due Diligence means the effort of the Buyer, or FedBid on behalf of the Buyer, to confirm the Seller’s compliance with Specifications, usually performed prior to issuance of an Order, or, in the case of FedBid Epayment, the effort of FedBid to ensure efficient, effective, and legally compliant electronic payments. A Subscriber’s failure to respond in a timely manner to Due Diligence requests shall be deemed non-compliance with these Terms of Use.  For purposes of these Terms of Use only, Bid Validation is considered Due Diligence.

FedBid means the providers of FedBid® online procurement services through the Services, and said providers’ employees, agents, subcontractors, successors, officers, directors, stockholders, assigns, subsidiaries and affiliates.

FedBid Authorized Agent means the party, specified in the IFB, authorized by FedBid to receive payment of the FedBid Fee.

FedBid Fees means fees applied to the transaction by FedBid, including the Transaction Fee, as well as any subscription and/or per-event management fees, as determined by the Buyer. During the bidding process, FedBid Fees are incorporated into each of the Bids; however, only the Selected Seller incurs FedBid Fees, which must be received by FedBid or the FedBid Authorized Agent by the Payment Due Date. Sellers not selected do not incur any FedBid Fees.

FedBizOpps (FBO) means a single point of entry for U.S. federal government Buyers to publish, and for Sellers to find, posted U.S. federal government business opportunities across departments and agencies that exceed $25,000 in value or may not be available on a pre-competed Government-Wide Acquisition Contract (GWAC).

Flagged Seller means a Selected Seller that incurs an ActivityCard Performance Alert from the Buyer due to the Selected Seller’s materially problematic performance under an Order.

Independent Venue means an established commercial entity that neither exerts nor proposes to exert influence to solicit or obtain contracts for the Commercial Items solicited by Buyers or offered by Sellers through the Web Site.

Information includes any information provided to FedBid or others by You or to You by FedBid or others during registration, bidding, payment or other use of the Services. Information includes, but is not limited to, data contained in product catalog content from Sellers, IFBs, Bids, Registration Information, ActivityCard Information, About Seller Information, Orders and descriptions of Commercial Items, all of which may include company names, addresses, phone numbers, e-mail addresses and other information, including personally identifying information that can be used to distinguish or trace an individual’s identity or other personal details.

Invitation for Bids (IFB) means an invitation to Sellers issued by or on behalf of the Buyer to bid through FedBid’s Reverse eAuction process. For purposes of these Terms of Use, IFB includes all Buyer solicitations to Sellers requiring use of FedBid Services. Solicitations for Partial Bids under a Reverse eAuction are not permitted and will be removed from the Web Site.

Late Bid means any offer received through the Web Site after the expiration of the Buy process as specified in the IFB and as determined by the Web Site system clock.

No Bid means the Seller’s notification to the Buyer communicating the Seller’s decision not to Bid on an IFB.

Offline Factors means any criteria, including, but not limited to, past performance, source rotation, delivery capability, warranty, and socio-economic classifications, but excluding Best Price, used by the Buyer to evaluate Bids. Buyers always maintain the right to operate according to their applicable acquisition regulations and/or departmental guidelines, and Offline Factors must be articulated in the IFB to the extent required by such regulations and/or guidelines.

Order means a written instruction or direction from the Buyer to the Selected Seller, or, if the Selected Seller is an authorized representative or agent of a third party, to such third party, including purchase orders, requisitions or purchase/credit card authorizations, or FedBid Epayment, authorizing the purchase of Commercial Items pursuant to a Buy.

Partial Bid means a bid submitted through the Website by a Seller, which does not qualify as an acceptable Bid under a Reverse eAuction because it fails to include all required line items or other Specifications. Partial Bids are not permitted in a Reverse eAuction and will be removed from the Web Site.

Payment Due Date means the date for transactions, sixty (60) days after the date of the invoice sent by FedBid to Selected Seller, by which FedBid must receive from the Selected Seller all FedBid Fees.

Performance Alert means the notice submitted to FedBid by the Buyer indicating that the Buyer considered the Flagged Seller’s performance under an Order to be materially problematic. The Performance Alert contains no performance Information or subjective content and simply authorizes FedBid to make the Buyer’s contact Information available to the Flagged Seller and to other Buyers considering the Flagged Seller for future awards, allowing those Buyers to contact the submitting Buyer to inquire regarding the relevant performance issue.

Registration Information includes company names, addresses, Tax ID or EIN, DUNS numbers, phone numbers, e-mail addresses and any other information required to become a Subscriber, including, for FedBid Epayment, bank account names, numbers, routing numbers, and types.

RePost means that a previously posted IFB has been Cancelled and posted anew due to a change in Specifications, duration, or other term or condition.

Reverse eAuction (or Auction) means a web-based auction process that allows Buyers to solicit and collect Bids from Sellers for Commercial Items in real-time by posting requirements and receiving decreasing incremental Bids from Sellers.

Selected Bid means a Bid submitted by a Seller in response to an IFB, which Bid meets or exceeds the Buyer’s requirements and is accepted by the Buyer pursuant to the terms of the Bid.

Selected Seller means the Seller that submits the Selected Bid.

Seller means a business or governmental entity or authorized representative or agent of such entity, including an authorized reseller or subcontractor, that utilizes the Web Site to sell Commercial Items to Buyers.

Services means the FedBid® online procurement services, including Reverse eAuction services, FedBid Epayment, and all associated activities and transactions, conducted through the Web Site.

Specifications means ALL attributes associated with an IFB, including but not limited to: Seller type, end date, end time, total Bid decrement, Bid Information, contract Information, options, shipping Information, Bid term(s), bidding instructions, line item(s), and all referenced or inferred regulations and/or all referenced ancillary Information/documents. NOTE: Failure to adhere to ALL Specifications (e.g., submission of Partial Bids under a Reverse eAuction competition) will result in a non-compliant bid, which will be removed from the Web Site.

Subscriber or You means an employee, representative, agent and/or contractor of a business or government agency that is authorized to form legally binding contracts under applicable law on behalf of such business and/or governmental agency or entity and registers with, and is accepted by, FedBid for access to the Services on the Web Site subject to these Terms of Use.

Terms of Use means all of the terms and conditions provided in this document, as amended from time to time.

Transaction Fee means a fee charged by FedBid to the Selected Seller equal to a percentage of the awarded amount. Transaction Fees are variable pursuant to FedBid’s Pricing Policy, which is based on the category of Commercial Items sold or the volume or other commitment of a Subscriber.

Virus means viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal Information.

Web Site means the web site at www.FedBid.com and all associated online web sites through which Services are provided.

User Authorization, Representations and Warranties

By accepting these Terms of Use, Buyers certify that that they have the required power and authority to solicit and select Bids, issue Orders and make payment and will post only IFBs that are within their formal purchasing authority, whether through a warrant authority for purchase orders or through applicable purchase/credit card or FedBid Epayment authority, and Sellers certify that they have the required power and authority to submit Bids, accept Orders and deliver Commercial Items pursuant to an Order. Failure to comply with this provision may result in suspension or revocation of some or all of your privileges to access the Services. In addition, each commercial Subscriber severally represents and warrants that: (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has full corporate or company power and authority to agree to these Terms of Use; ii) it has taken all corporate or company action necessary to authorize its performance of all of its obligations hereunder; and (iii) and it is not relying on any legal or other advice, promises, inducements, or representations by FedBid other than those specifically provided herein. 

Eligibility and Registration

The Services are available only to Subscribers. FedBid may refuse the Services to any person or any entity at any time, in FedBid’s sole discretion. Subscribers must provide current, complete and accurate Registration Information, and update the Registration Information as required to ensure its completeness and accuracy. FedBid will evaluate the submitted registration form in good faith and will notify the registrant in a timely manner regarding FedBid’s acceptance or rejection of the registration form. FedBid may reject a submitted registration form if it determines in its sole discretion that the registrant is not qualified to be a Subscriber. 

Limited Access

Once registered as a Subscriber, subject to the terms and conditions of these Terms of Use, FedBid hereby grants You a revocable, nontransferable, nonexclusive right to use the Services solely through the Web Site. Without limiting the foregoing or expanding any of Your rights hereunder, You agree that You will not republish, reproduce, or distribute any of the Information or make any use of the Information in a manner that would circumvent the Web Site, or allow a third party to have access to the Information or to the Services, except as required by contract or applicable law. In addition, You will be responsible for providing all communication lines, telephone/transmission services and all equipment and technology necessary for You to access and use the Services. The foregoing right has been granted to You subject to Your agreement to abide by these Terms of Use as well as with any other rules, procedures, terms, and conditions that may be associated with an IFB or published or displayed from time to time by FedBid on the Web Site. Failure to comply with these Terms of Use may result in suspension or revocation of some or all of your FedBid access privileges. 

Intellectual Property

The Web Site, its content (except for third-party content) and all intellectual property rights included therein (including but not limited to copyrights, trademarks and service marks) are privately owned or licensed and all right, title and interest therein shall remain the property of the owners, licensors, their licensees, successors and assigns thereof. Accordingly, You agree that You will not remove any copyright, trademark or other intellectual property or any proprietary notice or legend contained on the Web Site or its content. You will not, and will not permit any third party to (i) copy or duplicate any portion of the Web Site or its contents; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of any of the Services is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Services, or attempt to do any of the foregoing, and You acknowledge that nothing in these Terms of Use will be construed to grant You any right to obtain or use such source code; (iii) modify, alter, tamper with or repair any of the Services, or create any derivative product from any of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of FedBid; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Services; or (v) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber Your rights herein. 

FedBid Is Only a Venue; Limitation of Liability and Relationship

The Web Site provides an Independent Venue for Sellers to offer and sell Commercial Items and for Buyers to post IFBs and purchase Commercial Items from Sellers. FedBid has no control over the quality, safety or legality of the Commercial Items offered and sold, the accuracy of any related content, the ability of Sellers to sell Commercial Items or the actual intent of Buyers to buy Commercial Items. Although FedBid performs limited due diligence to qualify Sellers and Buyers as Subscribers, FedBid does not guarantee nor does it control whether Sellers will complete the sale of Commercial Items they offer or whether Buyers will complete the purchase of Commercial Items for which they have requested Bids. Buyers may submit IFBs on an anonymous basis. Because FedBid does not and cannot control the actions of users of the Web Site, in the event that You have a dispute with one or more users, You agree to release FedBid from any and all claims, demands and damages (actual, direct, indirect, consequential and punitive) 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. You also agree to waive the provisions of any state law limiting or prohibiting a general release.

Bid Process

The Bid Process is as follows: 1) The Buyer posts an IFB; 2) Each Seller reviews the Specifications and either submits or does not submit a Bid (during the Reverse eAuction process, each Seller may submit multiple Bids); 3) If Seller submits a Bid, Seller MUST proactively confirm compliance with all Specifications and be responsive to all Bid Validation or Due Diligence requests; or if Seller chooses not to submit a Bid, Seller may submit a No Bid or not respond; 4) The Buyer reviews Bids, performs Due Diligence, and decides to: i) Cancel the IFB, in which case all participating Sellers will be notified, ii) RePost the IFB with modifications, in which case the Bid Process begins anew, iii) Extend the Buy to allow for more Bids to be submitted; or iv) Select a Bid, in which case the Buyer enters the Authorization Number into the Web Site, and each party receives the other party’s contact Information; and 5) Those Sellers not selected may view the Selected Bid amount and, as permitted by the Buyer, the identity of the Selected Seller. All Sellers submitting Bids on an IFB will compete in the Buy until the Buy process expires as specified in the IFB and as determined by the Web Site system clock. Throughout the bidding process, FedBid will rank the Bids based on Best Price; however, the Buyer maintains the right to use Offline Factors for award decisions. FedBid will provide Sellers with their Bid Status, consisting of: LEAD or LAG; LEAD-Pending Selection or LAG-Pending Selection; Selected or Not Selected; or Cancelled. If two or more equal Bids are submitted, they will be ranked according to time of submission, with the previously submitted equal Bid leading as compared to any subsequently submitted equal Bid. Buys shall take place Monday through Friday between 11 a.m. and 6 p.m., Eastern Time, unless otherwise specified by the Buyer. A Buyer is NEVER obligated to complete the transaction, regardless of the status of the Buy, and a Buyer may select any of the participating Sellers in order to obtain the most advantageous Bid in accordance with their contracting authority and applicable rules and regulations; however, the Selected Seller may not retract or cancel its Selected Bid except in the extraordinary event that the Buyer: (a) materially changes the description and/or quantity of the Commercial Items specified in the IFB, (b) has materially misrepresented the Commercial Items in the IFB, or (c) a system error has occurred on the Web Site creating an error in the Bid(s) or IFB. A Buyer cannot award specific IFB line items to multiple Sellers or otherwise designate more than one Selected Seller per Buy unless specified to the contrary in the IFB. A Buyer cannot solicit or accept Partial Bids in a Reverse eAuction. Non-compliance with FedBid’s Bid Process may subject You to negative ratings from FedBid Subscribers and may lead to suspension or revocation of some or all of Your FedBid access privileges. UNLESS OTHERWISE STATED IN THE IFB, BIDS SUBMITTED BY SELLERS IN RESPONSE TO AN IFB MUST BE IN U.S. DOLLARS AND MUST NOT INCLUDE ANY SALES TAX (STATE, LOCAL OR OTHERWISE) OR ORDER COSTS.

Late Bids

No Late Bid will qualify as a Bid unless specifically authorized by the Buyer. The Web Site will ONLY issue an error message to a Seller at the time the Late Bid is recognized by the Web Site system clock. The Web Site system clock is the only determining authority regarding timing for all systems activities. Sellers are encouraged to submit Bids at the earliest possible time in order to avoid potential transfer issues associated with utilizing the Internet.

Extending the Buy

Buyers may choose to extend the duration of the Buy either before the expiration of the Buy or up to two (2) weeks after the expiration of the Buy. If the Buy is extended before the initial Buy expires, Sellers may continue to submit Bids through the revised expiration period. If the Buy is extended after the initial Buy expires, Sellers may submit additional Bids only after the extended period begins.

FedBid Fees

Subscribing to FedBid is free to Buyers and Sellers; however, FedBid applies a proportional Transaction Fee to all Bids within a particular Buy and includes the Transaction Fee in the total Bid Price submitted to the Buyer for consideration. Unless otherwise agreed by FedBid and Buyer, the resulting FedBid Fee for any Buy is included in the payment from the Buyer to the Selected Seller or the third party for which the Selected Seller is acting as authorized representative or agent. ACCORDINGLY, EACH SELLER ACKNOWLEDGES AND AGREES THAT ALL FEDBID FEES ARE THE PROPERTY OF FEDBID AND THAT, AS SELECTED SELLER, IT WILL REMIT TO FEDBID OR, IF APPLICABLE, THE FEDBID AUTHORIZED AGENT, ALL FEDBID FEES BY THE PAYMENT DUE DATE AND THAT FAILURE TO DO SO WILL RESULT IN SELECTED SELLER BEING SUBJECT TO INTEREST PAYMENTS AND OTHER PENALTIES, UP TO AND INCLUDING COLLECTIONS ACTIVITY AND WEB SITE ACCESS REVOCATION. Unless specifically authorized by FedBid, Sellers are prohibited from submitting to the Buyer pricing Information related to a Buy except in accordance with the Bid Process, set forth above. Such submission may constitute a Transaction By Other Means, as set forth, below, and result in revocation or suspension of some or all of Seller’s FedBid access privileges. Should Buyer request pricing confirmation from Seller after the Buy ends, Seller must provide the Bid Price (which includes the FedBid Fee) to Buyer. Should the Seller provide any pricing information other than Bid Price to the Buyer, resulting in exclusion of the FedBid Fee from Buyer’s Order, Seller will remain liable for full payment to FedBid of the FedBid Fee as provided herein. Buyers and Sellers are responsible for paying all expenses associated with conducting their respective businesses, whether selling, bidding, or buying through FedBid or accessing the Web Site. FedBid retains the right to institute subscription and/or per-event management fees based on written request or authorization from applicable parties. If FedBid receives notice that, due to inclusion of the FedBid Fee, the Selected Bid’s line item pricing is higher than the pricing for the same item in the Selected Seller’s applicable (i.e., matching the Contract Type specified by the Buyer in the IFB) published government contract, the FedBid Fee will be adjusted to ensure the Selected Bid’s line item pricing does not exceed the Selected Seller’s applicable published government contract pricing. Such notice from the Selected Seller must include either an active link to the applicable published government contract and pricing (e.g. GSA Advantage, etc.) or a copy of the applicable portion of the contract and pricing and should be submitted to ClientServices@FedBid.com at or before expiration of the Buy process as specified in the IFB and as determined by the Web Site system clock.

Order Process

The Order Process is as follows: Once the Selected Seller is notified of the award decision and each party receives the other’s contact Information, the Buyer issues to the Selected Seller an Order for the Commercial Items and contacts the Selected Seller to confirm the Order. If the Buyer has not contacted the Selected Seller, the Selected Seller should contact the Buyer to confirm the purchase of the Commercial Items and obtain an Order. If the Selected Seller invoices the Buyer, the Selected Seller must adhere to Buyer requirements by ensuring the following: i) All Orders have been delivered in accordance with the terms and conditions of the Order and IFB, and ii) All invoice line item descriptions and pricing EXACTLY match the line item descriptions and pricing, including integrated FedBid Fees, set forth in the Order. Failure to adhere to either of these requirements is disruptive to the Order Process, is a violation of these Terms of Use, and may result in delayed payment, non-payment or a Performance Alert by the Buyer and imposition of late payment fees or other penalties, including suspension or revocation of some or all of the Selected Seller’s FedBid access privileges, by FedBid.

Shipping and Delivery

All Orders placed through FedBid shall be shipped and delivered in accordance with the Specifications set forth by the Buyer in the IFB. The default shipping condition is set as free-on-board destination (FOB Destination) within the CONtinental United States (CONUS) standard ground transportation. A Selected Seller’s failure to ship and deliver in compliance with the Specifications may subject such party to negative ratings from Buyers and may lead to suspension or revocation of some or all of such party’s FedBid access privileges. In addition, a Selected Seller’s failure to ship and deliver in compliance with the Specifications resulting in the Buyer’s partial payment or non-payment to the Selected Seller shall not relieve the Selected Seller of its obligation to submit all FedBid Fees by the Payment Due Date.

General Payment Terms for Standard Payment Process

The following applies to Orders not using FedBid Epayment: All Selected Sellers agree to remit to FedBid or, if applicable, the FedBid Authorized Agent by the Payment Due Date all FedBid Fees. Payments received by FedBid or the FedBid Authorized Agent after the Payment Due Date are subject to interest penalties in the amount of one and one-half percent (1.5%) per month. If, by the Payment Due Date, Buyer has not remitted payment to the Selected Seller or the third party for which the Selected Seller is acting as authorized representative or agent, and Buyer’s non-payment is not caused by Selected Seller, including Selected Seller’s violation of the terms of the IFB, the Order or these Terms of Use, the Selected Seller agrees to execute a Non-Payment Certification, provided by FedBid, which: i) sets forth a description of the award; ii) states that the Buyer, through no fault of the Selected Seller, has not remitted payment to the Selected Seller pursuant to such award; and iii) authorizes FedBid to obtain from Buyer, and Buyer to provide to FedBid, such information regarding payment amount and status of all such unpaid Buyer Orders necessary to verify the information in the Non-Payment Certification. Sellers agree to hold FedBid harmless for non-payment, regardless of the cause of said non-payment. If any Selected Seller has not remitted all FedBid Fees or executed a valid Non-Payment Certification by the Payment Due Date, then, at any time after the Payment Due Date, FedBid may take any or all of the following actions: continue to accrue interest on all outstanding FedBid Fee amounts, revoke the Selected Seller’s Web Site access, refer the Selected Seller’s account to FedBid’s collection agency, submit to the Better Business Bureau and any applicable trade or industry associations a formal complaint regarding the Selected Seller’s delinquent payment, and take any other lawful action to obtain payment of outstanding FedBid Fees. In addition, if any Selected Seller has not remitted all FedBid Fees or executed a valid Non-Payment Certification by the Payment Due Date, the Selected Seller hereby specifically authorizes FedBid to obtain from Buyer and Buyer to provide to FedBid such information regarding payment amount and status of all unpaid Buyer Orders necessary to verify whether Buyer has paid Selected Seller. Selected Sellers that require an internal purchase order or some other tracking number(s) to be included on their FedBid invoice in order to make payments to FedBid shall submit such internal number(s) to FedBid on a timely basis so that no delay occurs in the FedBid invoicing process. Under no circumstances shall the lack of receipt by FedBid of such number(s) permit or excuse any delay in payment to FedBid of any FedBid Fees. FedBid reserves the right to offer prompt payment discount terms universally to all Subscribers. Buyers reserve the right to pay all FedBid Fees directly to FedBid or, if applicable, the FedBid Authorized Agent, as part of that Buyer’s operating process, in which case, the Selected Seller is not obligated to submit any payment to FedBid. Those Selected Sellers that receive payment from Buyers under government contracts subject to the Industrial Funding Fee (IFF) should not pay the IFF amounts on the FedBid Fee, as FedBid assumes responsibility for payment of any IFF amounts applicable to FedBid Fees.

Attachments

Buyers may include Attachments to an IFB during the “Create Buy” process, subject to FedBid system Attachment size limitations. Buyers are required to scan all Attachments with anti-virus software prior to posting on FedBid. Sellers may download Attachments from within the body of the Specifications and should use anti-virus software to scan all files prior to review. FedBid does NOT review or filter Buyer Attachments, and is NOT responsible for the content or condition of those Attachments. Sellers, as required by the Buyer, may also include Attachments as part of their Bid, or they may submit them to clientservices@fedbid.com to supplement their Bids (e.g., in response to a ‘Meet or Exceed’ Requirement). FedBid provides scanning functionality to scan with anti-virus software any Seller Attachments submitted online prior to download by the Buyer; however, scanning is provided as a courtesy and FedBid shall not be responsible for any Buyer’s download of Viruses that may be present in any Seller Attachments. Buyer or Seller, as applicable, agrees to indemnify FedBid for any and all suits, losses, claims, demands, liabilities, costs and expenses (including reasonable attorney and accounting fees) incurred due to any delivery by such part of any Virus to FedBid. Please note that, unless specifically authorized by FedBid, Sellers are prohibited from including pricing Information within Attachments, as such inclusion may constitute a Transaction By Other Means, as set forth, below. Should the Seller provide such information to the Buyer, resulting in exclusion of the FedBid Fee from Buyer’s Order, Seller will remain liable for full payment of the FedBid Fee pursuant to the FedBid Terms of Use. In addition, FedBid, at its sole discretion, may revoke or suspend some or all of Seller’s FedBid access privileges.

Incomplete Transactions and Refunds

FedBid will refund FedBid Fees to Sellers only for Orders cancelled by the Buyer for reasons unrelated to Seller’s violation of the terms of the IFB, the Order or these Terms of Use.

Transactions by Other Means

FedBid is an Independent Venue for serious Buyers and Sellers to compete electronic procurements through Reverse eAuctions. Buyers and Sellers attempting to misappropriate Information for purposes of circumventing the Bid Process in order to defraud FedBid, avoid payment of FedBid’s Transaction Fees, or otherwise contravene, hinder, avoid or interfere with the competitive process may have some or all of their FedBid access privileges suspended or revoked, at the sole discretion of FedBid. By agreeing to these Terms of Use, Buyers and Sellers acknowledge the importance of utilizing FedBid exclusively to complete each Buy initiated on the Web Site and agree to utilize FedBid exclusively for each such Buy until such time that the Selected Seller is chosen or the IFB is withdrawn or cancelled.

Returns

FedBid is only an Independent Venue. All returns, replacements, technical services and support shall be in accordance with the Selected Seller’s standard commercial terms and conditions or as specifically stated by a Buyer within Specifications and must be handled directly by the Selected Seller or manufacturer, if applicable, and independently from FedBid. FedBid may assist the Buyer in working with the Selected Seller to help the Buyer receive optimal customer service from the Selected Seller but shall not be responsible for issuing proper return authorizations on behalf of the Selected Seller. If the Buyer does not have complete contact Information for the Selected Seller or manufacturer, the Buyer may contact FedBid customer support at 1-877-933-3243 or e-mail us at ClientServices@FedBid.com, and FedBid will provide such Information.

Commercial Items Descriptions

Commercial Items descriptions are not verified or substantiated by FedBid, and we cannot be held responsible in any way for any inaccuracies or omissions in such Information, whether from Sellers, FedBid or any third parties.

FedBid ActivityCard® Feature

FedBid’s ActivityCard® feature has been created to enhance the functionality of the Services by allowing market forces to encourage and maintain quality performance by Selected Sellers, Buyer confidence in Selected Sellers, and Seller confidence in the caliber of competitors. ActivityCard functions by establishing an Information baseline for each Seller, which provides Buyers with the following Information regarding Seller activity on the Web Site: 1) Member Since - how long the Seller has been active on the Web Site, 2) Total Awards - the total number and dollar value of Orders awarded to the Seller through FedBid, 3) Actively Bidding Since by Buyer - how long Seller has been actively bidding on Reverse eAuctions posted by a particular Buyer, 4) Awards by Buyer - the number and dollar value of Orders awarded by Buyer (Awards by Buyer is not available for Buyers that are commercial entities), 5) Alerts - the number of Performance Alerts submitted by Buyers in response to materially problematic performance by the Seller (Alerts may not be available for Buyers that are commercial entities), and 6) Experian BizCheck- a green, yellow, or red Experian BizCheck badge will display if a Seller has an Experian report, and clicking on the badge will display the Experian Report page for that particular Seller, where a Buyer or that Seller may choose to purchase the full report from Experian. EXPERIAN DISCLAIMER NOTICE: The Experian BizCheck indicator and related information is provided by Experian Information Solutions, Inc, which is solely responsible for that information. See below for Experian information and business credit dispute process.

The ActivityCard feature operates on the premise that a Seller’s performance has been satisfactory unless otherwise noted by a Buyer. In case a Buyer experiences a materially problematic performance issue with a Selected Seller, the ActivityCard feature provides Buyers with the opportunity to submit a Performance Alert. The Performance Alert references only the Performance Alert category (e.g., non-delivery) and contains no other performance Information or subjective content and simply authorizes FedBid to make the Buyer’s contact Information available to the Flagged Seller and to other Buyers considering the Flagged Seller as a Selected Seller. Note: THE PERFORMANCE ALERT IS NOT A PERFORMANCE REVIEW AND FEDBID DOES NOT SUBMIT PERFORMANCE ALERTS ON BEHALF OF BUYERS OR ANY OTHER PARTY. If a Buyer submits a Performance Alert, the Flagged Seller will have a flag attached to its profile. Any Buyer in a subsequent Reverse eAuction in which the Flagged Seller participates then may contact the Buyer that submitted the Performance Alert to determine whether the performance issue will impact its decision to choose the Flagged Seller as Selected Seller. In addition, the Performance Alert will appear in the Flagged Seller’s FedBid profile on the “ActivityCard” page under “My Profile”, together with the Buyer’s contact Information, allowing the Flagged Seller to contact the Buyer for additional information or to resolve the issue.

The ActivityCard feature compiles and displays cumulative Seller activity Information, except that Performance Alerts older than 18 months are not displayed to Buyer or Seller. FedBid maintains all Information, including Performance Alert data, according to FedBid internal data archiving policies. Neither Buyers nor Sellers shall initiate any action that might undermine the integrity of the ActivityCard. Buyers shall submit Performance Alerts only for materially problematic performance issues, and Buyers must be prepared to provide Information related to those Performance Alerts to other Buyers and to the Flagged Seller. Flagged Sellers may contact the Buyer that submitted the Performance Alert, but any dispute between a Flagged Seller and a Buyer must be settled according to applicable federal, state or local procurement laws and any other terms and conditions contained in the Order giving rise to the dispute. In no case may any party engage in any harassing, hostile or otherwise unprofessional behavior. Buyer agrees to indemnify, hold harmless, and at FedBid’s discretion, defend FedBid against any and all suits, losses, claims, demands, liabilities, costs and expenses (including reasonable attorney and accounting fees) arising from Buyer’s submission of a false or misleading Performance Alert. Contact us at ActivityCard@FedBid.com with any questions or comments regarding this feature.

EXPERIAN BUSINESS PROFILE REPORT AND BUSINESS CREDIT DISPUTE PROCESS: If a Buyer or any other organization declines to purchase from a Seller based upon an Experian business credit report, Experian will provide the affected Seller with a complimentary copy of the Seller's Business Profile Report; provided, however, that the affected Seller must submit its request to Experian in writing, on company letterhead within sixty (60) days after being declined, and include the following information: 1) A statement that the Seller is requesting a copy of its Experian Business Profile Report, together with a copy of the notification letter from the organization that declined to purchase from the Seller, 2) The requesting Seller's full business name, including any variations, and any or prior names under which the company has operated ("doing business as" or "also known as") for the past 10 years, 3) The requesting Seller's current physical business address(es) and P.O. Box(es), 4) The requesting Seller's prior physical business address(es) and P.O. Box(es) for the past 10 years, 5) The signature of the Seller's owner or officer. The above information must be sent to Experian by email to: RFR@experian.com, by fax to: 714-830-2903, or by mail to: Experian, Commercial Relations - RFR, PO Box 5001, Costa Mesa, CA 92628. Should a Seller wish to dispute information on its credit report, the Seller must submit a current copy of its business credit report (current being within the last 60 days) with the following information: contact information, including name, title, e-mail address, phone number, fax number; detailed name and complete business address information; previous business name(s) and address(es); precise details of the suspected error(s), including documentation if available; and copies of all products relevant to the disputed items. The Business dispute should be submitted to Experian Commercial Relations by email to: BusinessDisputes@experian.com, by fax to: 714-830-2903, or by mail to: Experian, Commercial Relations, PO Box 5001, Costa Mesa, CA 92628. 

Subscriber Information

With respect to the Information You supply, You agree that: 1) FedBid acts only as a passive conduit for Your online publication of Your Information, and You remain solely responsible for Your Information, including issuance of all bills of lading and all transportation documents required by any applicable statutes or regulations; however, FedBid also reserves the right to take any action with respect to such Information that we deem necessary or appropriate in our sole discretion, including, without limitation, deleting, restricting or suspending access to such Information, at our sole discretion, for any reason whatsoever; 2) You warrant and represent that Your Information and Your Bid for, purchase of, or sale of, Commercial Items on the Web Site or through the Services: (a) shall not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, discrimination false advertising, transportation of hazardous material, or use of pesticides); (c) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) shall not knowingly contain any Viruses; (e) shall not link directly to any other Web Site; (f) shall not be fraudulent or involve the sale of used, refurbished, counterfeit or stolen Commercial Items; and (g) shall not otherwise cause FedBid to violate any applicable law, statute, ordinance or regulation; and 3) You enable FedBid to use Your Information, and, to prevent violation of any rights You might have in that Information, You agree to grant FedBid a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicenseable (through multiple tiers) right to use the Information solely in connection with the Services and the Web Site and at all times subject to these Terms of Use. .  If You arrive at the Web Site through a third party, then you authorize such third party to transfer relevant data to FedBid to facilitate the Services. You represent and warrant that all Information You provide to FedBid through a third party will be true, accurate and complete.

About Seller Feature

Through its About Seller feature, FedBid provides Sellers the opportunity to provide Information viewable by Buyers as part of Seller’s Information profile on the Web Site. Sellers are required to adhere to the Information requirements, as set forth in the Information clause, above. ALL INFORMATION SUBMITTED BY THE SELLER FOR INCLUSION IN THE ABOUT SELLER FEATURE IS VOLUNTARILY PROVIDED BY THE SELLER , AND FEDBID IS NOT RESPONSIBLE FOR THE ACCURACY OR CONTENT OF SUCH INFORMATION. Contact AboutSeller@FedBid.com with any questions or comments regarding this feature.

Anonymity

Buyers consider anonymity to be of significant value during the IFB and bidding process. Accordingly, FedBid shall not reveal the identities of the Buyer until such time as such Information is required to complete a transaction as described above. In addition, during the Reverse eAuction, FedBid may not reveal the identity of the participating Sellers in connection with their respective Bids, to other Sellers, unless specifically requested by Buyer. We expect all Subscribers to honor a party’s desire to remain anonymous. Nevertheless, use of the Web Site, the Services, or any Information gained from use thereof (including but not limited to the Commercial Items packaging or the serial numbers of purchased Commercial Items) in an attempt to compromise the anonymity of other Subscribers and/or circumvent the Services is strictly forbidden. FedBid retains the right to pursue legal action against any person or organization we suspect of violating this policy.

System and Business Integrity

You agree not to use any device, software or routine or otherwise take any action to interfere or attempt to interfere with the proper working of the Web Site, any listing being conducted on the Web Site, or our Services. You agree not take any action that imposes an unreasonable or disproportionately large load on our infrastructure or otherwise interferes with our business operations. You agree not to take any action that disrupts, harms, or otherwise interferes with FedBid’s business relationships. You may not disclose or share Your password to any third parties or use Your password for any unauthorized purpose.

BREACH

WE MAY IMMEDIATELY ISSUE A WARNING, TEMPORARILY SUSPEND, OR TERMINATE YOUR USE AND/OR ACCESS TO THE WEB SITE OR THE SERVICES, AND ANY OF YOUR CURRENT LISTINGS, AND ANY OTHER INFORMATION YOU PLACE ON THE WEB SITE IF YOU BREACH THESE TERMS OF USE OR IF WE ARE UNABLE TO VERIFY OR AUTHENTICATE ANY INFORMATION YOU PROVIDE TO FEDBID.

Right to Terminate

FedBid reserves the right in its sole discretion to refuse the Services to any party at any time.

DISCLAIMER

YOU AGREE YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED, “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR THE INFORMATION, SERVICES, UNINTERRUPTED ACCESS, OR COMMERCIAL ITEMS PURCHASED OR SOLD OR INTENDED TO BE PURCHASED OR SOLD THROUGH OR IN CONNECTION WITH THE SERVICES. SPECIFICALLY, FEDBID DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: 1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, OR CONTENT OF THE INFORMATION, SERVICES OR COMMERCIAL ITEMS; 2) ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND 3) ANY WARRANTIES CONCERNING THE ABILITY OF A SUBSCRIBER TO PROVIDE OR DELIVER ANY COMMERCIAL ITEMS OR TO PAY A SUBSCRIBER FOR ANY COMMERCIAL ITEMS. EXCEPT FOR DAMAGES OR INJURY CAUSED BY FEDBID’S WILFUL MISAPPROPRIATION OF A SELLER’S INTELLECTUAL PROPERTY RIGHTS, THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY COMMERCIAL ITEMS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL FEDBID BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOST GOODWILL, OR COSTS OF PROCUREMENT OF SUBSTITUTE COMMERCIAL ITEMS). IN NO EVENT WILL FEDBID’S LIABILITY FOR ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE SERVICES OR YOUR USE THEREOF, HOWEVER ARISING, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE AMOUNTS RECEIVED BY FEDBID OR THE FEDBID AUTHORIZED AGENT FROM YOU AS PAYMENT FOR SERVICES AS A RESULT OF TRANSACTIONS WHICH ARE DIRECTLY RELATED TO THE SUBJECT MATTER OF SUCH ACTION. ALTERNATIVELY, IF THE SUBJECT MATTER OF SUCH ACTION IS NOT DIRECTLY RELATED TO ACTIVITIES THAT RESULT IN PAYMENT BY YOU TO FEDBID OR THE FEDBID AUTHORIZED AGENTFEDBID’S LIABILITY WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). THESE LIMITS ON FEDBID’S LIABILITY WILL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. THE LIMITATIONS IN THIS SECTION APPLY TO ANY THIRD-PARTY CLAIMS AGAINST BUYER OR SELLER TO THE EXTENT ACHIEVED BY REPLACING “FEDBID” WITH “BUYER AND/OR SELLER”, REPLACING “YOU” WITH “THIRD-PARTY” AND REPLACING THE TERM “FEDBID FEES” WITH THE WORD “PAYMENT”.

Third Party Content and Links

The Web Site may contain news and information published by various third party providers. The terms and conditions of the respective third parties are incorporated herein by reference and are part of these Terms of Use. The Web Site may contain links to third party web sites not under the control or operation of FedBid. FedBid provides links only as a convenience and does not endorse and is not responsible for the contents of any linked site or any site linked to or from a linked site. You agree not to provide any link to or from any page on the Web Site without the express written permission of FedBid.

Indemnification

You shall indemnify, defend, and hold harmless FedBid and its employees, agents, successors, officers, directors, stockholders and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses (including reasonable attorney and accounting fees) arising out of or relating to any claim or action based upon (a) Your breach of these Terms of Use (including, without limitation, Your submission of false or misleading Information through the Services); or (b) Your sale, delivery, purchase, lack of performance or use of any Commercial Items; provided that FedBid: (i) provides You with prompt written notice of such claim; (ii) permits You to control the defense and settlement of such claim; and (iii) does not enter into any settlement or compromise of any such claim.

General Compliance with Laws

You shall comply with all applicable laws, statutes, ordinances and regulations regarding Your use of the Services and Your Bids for, or purchase or sale of, Commercial Items. Failure to provide full, accurate, and complete Information as required by the IFB may subject You to penalties for making false statements, as prescribed in 18 U.S.C. 1001. Note that purchase and sale of certain items, defined as "defense articles" under 22 C.F.R. 120.6 may be subject to the International Traffic in Arms Regulations (ITAR) and require the Buyer and/or Seller, as applicable, to have appropriate export authority from the U.S. Department of State prior to posting or bidding through the Web Site.

No Agency

You and FedBid are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use.

Notices

Except as explicitly stated otherwise, any notices shall be sent via e-mail to ClientServices@FedBid.com (in the case of notice to FedBid), or to the e-mail address You provide to FedBid during the registration process (in the case of notice to You) such other address as the party shall specify. Notice shall be deemed given 24 hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, FedBid may give You notice by certified mail, postage prepaid and return receipt requested, to the address provided to FedBid during the registration process. In such case, notice shall be deemed given three (3) days after the date of mailing.

Disputes

These Terms of Use shall be governed in all respects by the laws of the Commonwealth of Virginia. With the exception of claims by FedBid against any Seller for non-payment of FedBid Fees or for tortious conduct, which claims may be pursued through any legal means, any controversy or claim between FedBid and You, arising out of or relating to these Terms of Use, shall be settled as follows: A) First, by participation of the parties in good faith negotiation, which will include representatives from each party authorized by such party to settle the controversy or claim. B) If the parties are unable to negotiate a mutually agreeable, binding resolution, the parties agree to try in good faith to settle the dispute by mediation before resorting to any other dispute resolution procedure. The parties agree to use a mediator selected by FedBid and to conduct mediation at a location approved by FedBid beginning not later than thirty (30) days after the date of the last negotiation meeting pursuant to subsection A), above. Mediation will continue for a period of not longer than ninety days from the date on which the first mediation conference takes place. C) If the parties are unable to mediate a mutually agreeable, binding resolution, the parties agree to settle the dispute through binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Fairfax County, Virginia, and judgment on the arbitration award may be entered into in any court having jurisdiction thereof. Notwithstanding the foregoing, either You or FedBid may seek any interim or preliminary relief from a court of competent jurisdiction in Fairfax County, Virginia, necessary to protect the respective property rights pending the completion of arbitration. Both parties submit to jurisdiction in Virginia and further agree that any cause of action arising under these Terms of Use shall be brought exclusively in any state or federal court located in Fairfax County, Virginia. DISPUTES BETWEEN BUYERS AND SELLERS SHALL BE GOVERNED BY APPLICABLE FEDERAL, STATE OR LOCAL PROCUREMENT LAWS AND ANY OTHER TERMS AND CONDITIONS CONTAINED IN THE IFB OR ORDER GIVING RISE TO THE DISPUTE. For federal government Buys, FedBid will provide to any Seller, upon such Seller’s request, a Buyer point of contact for purposes of filing a bid protest or other dispute with the associated Buyer.

Copyright Infringement

FedBid does not permit copyright infringing activities and infringement of intellectual property rights on its Web Site and FedBid will remove all content, Information, or other provided material if properly notified that such content or other material infringes another’s intellectual property rights. FedBid reserves the right to remove any content or material without prior notice.

If You are a copyright owner or an agent thereof and believe that any content or material on the Web Site infringes upon Your copyrights, You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing FedBid’s copyright agent with the following information in writing: 1) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; 2) A description of the copyrighted work or other intellectual property that You claim has been infringed; 3) A description of where the material that You claim is infringing is located on the Web Site; 4) Your address, telephone number, and email address; 5) A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and 6) A statement by You that You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. FedBid’s designated agent for notice of claims of copyright or other intellectual property infringement can be reached as follows: i) By mail: FedBid, Inc., 8500 Leesburg Pike, Suite 602, Vienna, Virginia 22182; ii) By email: legal@fedbid.com; iii) By fax: FedBid, Inc., ATTN: Copyright Agent, 703-442-7821. You acknowledge that if You fail to comply with all of the above requirements, Your DMCA notice may not be valid.

General

We do not guarantee continuous, uninterrupted or secure access to our Services, and operation of the Web Site may be interfered with by numerous factors outside of our control. When using the FedBid Web Site to submit a Bid, You agree to use ONLY the FedBid system’s navigation buttons to navigate through the Web Site. You understand and agree that Your use of Internet browser navigation buttons, including the ‘Back’, ‘Forward’ or ‘Refresh’ buttons, is at Your sole risk and may cause session timeout, errors or data loss when using the Web Site. In addition, You understand that, because the FedBid Web Site has been certified only against Microsoft Internet Explorer (version 7.x or higher), Your use of any Internet browser other than Microsoft Internet Explorer (version 7.x or higher) is at Your sole risk and may cause session timeout, errors or data loss when using the Web Site. If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by You or others does not waive our right to act with respect to subsequent or similar breaches. These Terms of Use set forth the entire understanding and agreement between You and FedBid with respect to the subject matter hereof.

FedBid Mobile App

Subscriber acknowledges that the FedBid Mobile App (“App”) contains limited functionality and may not be relied upon to perform all tasks associated with the Services.  Additionally, FedBid is not liable for any loss due to any delay or failure of any notification or other malfunction caused by third-party providers.

THE FOLLOWING SECTION APPLIES TO U.S. PUBLIC SECTOR BUYERS ONLY:

Conflict

For any U.S. federal, state or local government Buyer, in the case of any conflict between these Terms of Use and any applicable law or government regulation or these Terms of Use and any other contract, task order, blanket purchase agreement or other agreement between such Buyer and FedBid, the terms of the applicable law or regulation or such other contract, task order, blanket purchase agreement or other agreement shall prevail.

THE FOLLOWING SECTIONS APPLY TO U.S. FEDERAL GOVERNMENT BUYERS ONLY:

FedBizOpps (FBO); Buyer Information

Buyers may use FedBid to simultaneously post an IFB on FedBid and, if applicable, post a combined synopsis/solicitation on FBO. Federal government Buyers may use FedBid and FBO in a complementary manner to: 1) Comply with the Federal Acquisition Requirement FBO usage requirement; 2) Increase Seller awareness of and access to U.S. federal business opportunities; 3) Automate the bid collection process; and 4) Ensure price reasonableness. This capability has been achieved by complying with FBO’s easy data exchange interface between FBO and each Buyer agency’s electronic procurement system. Even though FBO accommodates Buyer submissions using different Internet protocols (SMTP, FTP, HTTP) for communications, it employs a standard data exchange protocol, which was developed in accordance with FAR guidelines - (see Subpart 5.2, Synopses of Proposed Contract Actions, at http://www.acquisition.gov/far/. The FBO data exchange protocol is based on a set of formatted, tagged document templates, each of which represents a specific type of acquisition transaction. FBO Release 3, Phase 2 (February 2004), adds the NAICS code field, where appropriate, to existing templates and adds a new template for amending a Combined Synopsis/Solicitation. Buyers will be required to have approval from their respective agencies to use the FedBid/FBO capability. Each federal Buyer agency maintains ownership of its Information, and FedBid will provide such Information to such Buyer agency as part of its Services.

Government Regulation

Unless otherwise defined by Specifications of an individual IFB, the Web Site is intended to provide a marketplace for the competition of “Commercial Items”, as those terms are defined in the Federal Acquisition Regulation (“FAR”). By placing an IFB on the Web Site, the Buyer agrees that the items solicited are “Commercial Items.” All Orders placed as a result of an IFB on our Web Site shall be subject only to the these Terms of Use, applicable FAR, the current terms as provided by the Buyer, and the mutually agreed commercial terms and conditions of the Selected Seller for the items being competed. In addition, FedBid is in no way to be considered a “subcontractor” to Seller under the FAR. Nonetheless, in the event FedBid is construed to be a “subcontractor” of any Seller hereunder, You agree that such relationship would be subject, in addition to these Terms of Use, only to the FAR provisions contained in FAR 52.244-6.

THE FOLLOWING SECTIONS APPLY SPECIFICALLY TO USERS OF FEDBID EPAYMENT:

FedBid Epayment

Welcome to FedBid Epayment, providing secure online payment for large-dollar B2B transactions. FedBid Epayment works by providing Buyers and Selected Sellers an automated means of transferring payment based upon predetermined terms and conditions that protect both parties. The Buyer and the Selected Seller, as the Payor and Payee, respectively, agree that (i) the Payment Agent shall hold all proceeds pursuant to the Transaction, including any FedBid Fee, for the benefit of the Selected Seller, (ii) the Payment Agent has been provided with details of the Transaction from FedBid’s online marketplace, and (iii) the Payment Agent has agreed to act to facilitate the payment process for the Transaction solely on the terms provided by the Transaction Terms and Conditions and these Terms of Use. If You have any questions regarding this FedBid Epayment section of the Terms of Use, please contact EPSCS@FedBid.com.

Definitions

The FedBid Epayment section of the Terms of Use contains certain words or terms that have specifically defined meanings. Those words, known as defined terms, are denoted through the capitalization of their initial letters throughout the Terms of Use, or in sections containing words consisting of all capital letters, through bolded font. All defined terms used herein shall have the meaning as provided within these Terms of Use, including in this “Definitions” section, exclusively, and no other meaning will apply to those terms. Many of the defined terms appearing in the Terms of Use related to FedBid Epayment are listed below in alphabetical order:

Account means (i) a bank account of a Payor from which payment for the Epayment Transaction and related fees will be obtained, (ii) a bank account of a Payee to which payment for the Transaction and other payments will be credited, or (iii) a bank account of the Payment Agent to which payment for the Epayment Transaction and other payments will be credited and/or related fees will be obtained.

Account Statement means a report that includes (a) all transfers to and from the Payment Account, and (b) the current balance of the Payment Account at the end of the Business Day on which the report is generated.

Administrator means a Subscriber organization employee, agent or representative, who is authorized to register the Subscriber organization and perform other administrative duties on behalf of the Subscriber organization pertaining to managing Epayment Transactions

Business Day means Monday through Friday, except for U.S. Federal and applicable State holidays. If any payment due to be made under the UMP Terms and Conditions would otherwise fall on a day which is not a Business Day, the relevant payment will be made on the next succeeding Business Day as if made on the date such payment was due.

Company Officer means a director, president, chief financial officer or person occupying a similar position for the Subscriber business or governmental organization entrusted by such organization with the control, management or direction of the organization and disposition of its funds and assets.

Delivery Acceptance means the Payor’s decision to take receipt and ownership of Commercial Items on the Web Site, as indicated by Payor either clicking ‘Accept’ through the Web Site interface during the Inspection Period or permitting the Inspection Period to lapse without indicating Delivery Rejection.

Delivery Confirmation means a confirmation provided to the Payment Agent from a Major Courier in a form that satisfies the Payment Agent (in its sole discretion) that all Commercial Items goods subject to the Epayment Transaction have been delivered, or, in the case of Commercial Item services, confirmation from the Buyer that performance has been completed.

Delivery Rejection means the Payor’s decision to refuse to accept the Commercial Items delivered by the Payee, as indicated by Payor clicking ‘Reject’ through the Web Site interface or otherwise communicating such decision to the Payment Agent in writing during the Inspection Period.

Deposit Bank means Wells Fargo Bank, N.A. or other commercial bank properly licensed and regulated in the United States selected by the Payment Agent in its sole discretion.

Epayment Attachments mean any electronic files (including representations of Orders and Delivery Confirmations) posted by the Payor, Payee, or FedBid to facilitate the FedBid Epayment process. Attachments may include narratives, forms, and drawings in various document file types including Microsoft Word (.doc), Microsoft Excel (.xls), Microsoft PowerPoint (.ppt), and Adobe (.pdf).

Epayment Dispute means any controversy or claim between the Payor and Payee, including those arising from conflicting Instructions, adverse demands or other conflicts related to FedBid Epayment, initiated by Delivery Rejection or by Payor or Payee providing written notice to the Payment Agent with receipt by the Payment Agent prior to the end of the Inspection Period.

Epayment Transaction means an Order issued using FedBid Epayment.

Epayment User means any person using FedBid Epayment.

FedBid Epayment means the payment services and associated activities and transactions provided through the Web Site by the Payment Agent acting on behalf of the Selected Seller to facilitate the sale of Commercial Items using pre-agreed upon terms and conditions.

Financial Point of Contact means a Company Officer or delegate of such Company Officer with requisite authority to identify and authorize utilization of the Subscriber organization’s Account in order to conduct an Epayment Transaction, including providing Account information  verifying micro-payments submitted to the Account, and authorizing Account debits and credits.

Inspection Period means the period of time immediately following Delivery Confirmation during which the Buyer must inspect the Commercial Items and determine whether to accept or reject them. The Inspection Period will end upon the earlier of: i) Delivery Acceptance or ii) expiration of the Inspection Period at 11:59:59 p.m. Eastern Time on the fifth Business Day after Delivery Confirmation, unless otherwise specified in the Buy terms.

Instructions means a written document executed by both the Payor and Payee or an email from each party’s registered email account or comment within the system notifying the Payment Agent that any dispute has been resolved and providing the Payment Agent with non-conflicting instructions to transfer the Total Deposit Amount and the party or parties to which such amounts are to be transferred.

Judgment means a certified copy of the decision of an approved arbitrator (that is not subject to appeal) or other compulsory legal order directing the Payment Agent to release and transfer the Total Deposit Amounts and specifying the party or parties to which such amount is to be transferred.

Major Courier means a commercial entity in the business of transporting goods, including Commercial Items, and tracking and confirming delivery of such shipments, including, but not limited to, FedEx®, UPS®, and United States Postal Service.

Order ID means unique identifier for an Epayment Transaction.

Payee means a Selected Seller using FedBid Epayment.

Payment means any transfer of funds from the control of one party to the control of another party using FedBid Epayment pursuant to the Terms of Use.

Payment Agent means FedBid acting solely in its capacity as payment facilitator on behalf of the Selected Seller/Payee hereunder and in no other capacity, including, but not limited to, that of trustee, attorney or legal advisor to the Payor or Payee.

Payment Amount means the funds directly attributed to the Epayment Transaction, excluding FedBid Fees, held by the Payment Agent under terms and conditions contained in the Epayment Transaction and Terms of Use.

Payor means a Buyer utilizing FedBid Epayment.

Return means any action taken by the Payor’s bank initiating a Return Entry, as defined in the NACHA Operating Rules and Guidelines, as amended from time to time.

Total Deposit Amount is the Selected Seller’s Bid Price for an Epayment Transaction. The Total Deposit Amount shall not be subject to any lien, attachment, claim, trustee process or any other judicial process of any creditor of any party.

Appointment of the Payment Agent

The Payor and Payee hereby appoint the Payment Agent to act as payment facilitator on behalf of Payee with respect to the Payment Amount and any receipts or disbursements of the Payment Amount subject to these Terms of Use; and the Payment Agent hereby accepts such appointment under and subject to these Terms of Use.

Duties of the Payment Agent

The Payor and Payee acknowledge and agree that the Payment Agent does not (i) act as an attorney or legal advisor to either the Payor or Payee or (ii) provide any legal or regulatory advice to either the Payor or Payee in relation to the Epayment Transaction or any underlying payment transaction. The Payor and Payee acknowledge and agree that under no circumstances shall the Payment Agent be deemed an investment adviser, financial adviser, trustee, or fiduciary to either the Payor or Payee. It is expressly understood and agreed that (i) the duties of the Payment Agent are purely administrative in nature; (ii) the Payment Agent shall not have any duty to deposit or invest the Payment Amount except as specifically provided herein, (iii) the Payment Agent shall not be responsible or liable in any manner whatsoever for, or have any duty to inquire into, the sufficiency, correctness, genuineness or validity of (a) any order or instruction it receives in accordance with these Terms of Use or (b) the identity, authority or rights of any party or entity issuing such order or instruction; (iv) the Payment Agent shall not have any duties or responsibilities in connection with the Total Deposit Amount or the Payment Amount other than those specifically set forth in the Terms of Use; (v) the Payment Agent shall not incur any liability for acting in good faith upon the written instructions of the Payor and/or Payee in accordance with the Terms of Use and (vi) the Payment Agent may, at its sole discretion, but shall not have any duty or responsibility to, act as arbitrator or adjudicator in any dispute that may arise in relation to any Epayment Transaction, or otherwise. The Payment Agent shall have no responsibility for any loss or damage suffered by the Payor or Payee or other party resulting from the deposit of the Payment Amount or the Total Deposit Amount with the Deposit Bank made in accordance with the Terms of Use. The Payment Agent may, at its sole discretion, but shall not be obligated to, take any legal action or commence any proceeding in connection with the Payment Amount, any account in which the Payment Amount is deposited or to appear in, or prosecute or defend any such legal action or proceedings. The Payment Agent may consult legal counsel of its choosing at its sole discretion in the event of any Epayment Dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, and shall incur no liability and be fully protected from any liability whatsoever in acting in accordance with the advice, opinion or instruction of such counsel. The Payment Agent will provide the requesting Payor or Payee with an Account Statement within three (3) Business Days of receipt of such party’s request. The Payment Agent will also provide a final Account Statement to both the Payor and Payee upon termination or completion of the Epayment Transaction.

Registration

At registration the Administrator for a Subscriber shall provide Company Officer and Financial Point of Contact Information as required through the Web Site in order to facilitate the Epayment Transaction.  Following a Subscriber’s initial registration, the Payment Agent may begin the process of verifying the Registration Information, including Subscriber’s Account. The Payment Agent will initiate two micro-payments to Subscriber’s Account for an amount less than $1 and also initiate an Automated Clearing House (“ACH”) debit request equal to the sum of the two micro-payments. When prompted, the Administrator for the Subscriber will submit to the Payment Agent the details of the micro-payments for verification purposes. In the event the Payment Agent is notified that the micro-payments have been returned, the Payment Agent will request Subscriber to complete and submit to its bank a debit authorization form. Once a Subscriber has provided its bank with authorization, the Payment Agent will re-initiate Subscriber Account verification process.

FedBid Epayment Process; Deposit, Release, and Transfer of Funds

The FedBid Epayment process is as follows: 1) Within two (2) Business Days of the date of the Selected Bid, the Payment Agent shall arrange for the transfer of the funds equal to the Total Deposit Amount via ACH payment from the Payor’s Account to the Payment Agent’s Account; 2) Upon the successful transfer of the Payor’s funds, the Payment Agent shall promptly notify the Payee that transfer has occurred; 3) Not later than five (5) Business Days after receipt of the Payment Agent’s notification, unless otherwise specified in the Buy, the Payee shall commence performance, as applicable, either by shipping the Commercial Items goods to the Payor and uploading the associated Delivery Confirmation to the Web Site, or by initiating performance of Commercial Item services; 4) During the Inspection Period, the Payor shall inspect the delivered Commercial Items and either: i) Indicate Delivery Acceptance, at which point the Inspection Period will terminate and the Payment Agent will initiate disbursement of the Payment Amount; or ii) Indicate Delivery Rejection, which will automatically initiate an Epayment Dispute. Should a party initiate an Epayment Dispute, the Payor and Payee expressly agree that the Payment Agent will have the right to hold the Payment Amount until the Epayment Dispute is resolved in accordance with the Epayment Disputes section of these Terms of Use. The Payor and Payee expressly agree that the Payment Agent shall have the right to transfer funds necessary to make any required Payment pursuant to these Terms of Use. The Payment Agent shall hold the Payment Amount in accordance with these Terms of Use until the earlier of: (i) the completion of the Epayment Transaction, at which point the Payment Agent will disburse the Payment Amount to the Payee, or (ii) the resolution of any Epayment Dispute, at which point, the Payment Agent will disperse the Payment Amount to the parties as indicated by such resolution. All Payments shall take place Monday through Friday between 9:00 a.m. and 4:00 p.m., Eastern Time, exclusive of legal holidays, unless otherwise specified by the Payment Agent. Non-compliance with the FedBid Epayment process may subject You, at FedBid’s sole discretion, to suspension or revocation of some or all of Your access privileges to the Services.

Conflicting Demands

If conflicting Instructions, conflicting Orders or conflicting or adverse claims or demands are made or served upon the Payment Agent with respect to the Epayment Transaction, the Payor and Payee agree that the Payment Agent may refuse to comply with any such Instruction, Order, claim or demand and withhold and stop all further performance of any transfers or releases of funds contemplated under these Terms of Use so long as such disagreement or dispute shall continue. In so doing, the Payor and Payee agree that the Payment Agent shall not be or become liable for damages, losses, costs, expenses or interest to either the Payor or Payee or to any other person for its failure to comply with such conflicting or adverse demands. The Payment Agent shall be entitled to continue to so refrain and refuse to so act until such conflicting claims or demands shall have been finally determined by an arbitrator of competent jurisdiction or shall have been settled by written agreement of all parties to such controversy, in which case the Payment Agent shall be notified thereof in one or more non-conflicting instructions duly executed by the Payor and Payee and all other parties with a disclosed interest in such controversy The Payor and Payee jointly and severally agree to each pay one hundred percent (100%) of any costs, fees or expenses incurred by the Payment Agent in relation to (i) any waivers, releases, discharges, satisfactions, modifications and amendments of any Epayment Transaction, including any attorney’s fees or (ii) the enforcement, protection and adjudication of the parties’ rights hereunder by the Payment Agent, including, but not limited to, out-of-pocket disbursements and expenses of the Payment Agent itself and those of attorneys it may retain.

Epayment Attachments

All Subscribers using FedBid Epayment may include Epayment Attachments during the FedBid Epayment process, subject to system limitations and Attachment size limitations. Payors and Payees are required to scan all Epayment Attachments with anti-virus software prior to posting on the Web Site. The Payment Agent does NOT review or filter Epayment Attachments, and is NOT responsible for the content or condition of those Epayment Attachments. At the Payment Agent’s sole discretion, the Payment Agent may provide scanning functionality to scan with anti-virus software any Attachment submitted online prior to download by a party; however, scanning is provided as a courtesy and the Payment Agent shall not be responsible for any party’s download of Viruses that may be present in any Attachment. The Payor and Payee agree to indemnify the Payment Agent for any and all suits, losses, claims, demands, liabilities, costs and expenses (including reasonable attorney and accounting fees) incurred due to any delivery by such part of any Virus to FedBid and/or the Payment Agent.

Incomplete Epayment Transactions, Refunds and Returns

Upon the Payment Agent’s receipt of the Total Deposit Amount, or any portion thereof, FedBid Fee will become the sole property of FedBid. Return or refund of FedBid Fees will occur only if the Epayment Transaction is cancelled prior to the Selected Seller’s shipment of Commercial Items. THE PAYOR AGREES THAT IT WILL NOT, UNDER ANY CIRCUMSTANCES, INITIATE A RETURN AFTER DELIVERY ACCEPTANCE. The Payor’s initiation of a Return after Delivery Acceptance will constitute a breach of these Terms of Use.

Limits on FedBid Epayment; Prohibited Transactions

FedBid Epayment is only available for lawful purposes and items and any purpose or item not otherwise excluded herein or on the Web Site. You shall not, and hereby agree that you will not, utilize Epayment Services in connection with any transaction that is illegal, involves any illegal items or services, is for any illegal purpose, or that involves or relates to any material or service that is: obscene, or may be deemed obscene; involves gambling or gambling debts or credits; involves pirated or unlicensed software, DVDs or videos or item(s) otherwise infringing on the rights of copyright holders; involves drugs or controlled substances; involves real property or any interest in real property, involves the sale or transfer of liquor licenses, involves the sale of a business (bulk sale), involves the transfer of title to a business entity, involves fund or joint control escrows, involves mobile homes or manufactured homes or the refinancing of either, involves reservation deposits of any kind; or involves promissory notes, mortgages or deeds of trust. In addition, while under no obligation to perform due diligence or otherwise determine or confirm the legality of the Epayment Transaction, items, services or purposes, the Payment Agent, in its sole discretion, may refuse to complete any Epayment Transaction that the Payment Agent has reason to believe is in violation of these Terms of Use, is unauthorized or made by someone other than You, may violate any applicable law, rule or regulation, or if the Payment Agent has reasonable cause not to honor it. You agree to indemnify and hold the Payment Agent harmless for losses resulting from any use or attempted use of FedBid Epayment in violation of this Agreement.

Rejection of Payment

Since the use of a bank account and/or the making of an electronic funds transfer may be limited by your agreement with your financial institution and/or by applicable law, the Payment Agent and/or FedBid is not liable to You if the Payment Agent and/or FedBid does not complete an Epayment Transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an Account. The Payment Agent may post operating rules related to payment on the Web Site and change such rules from time to time.

LIMITATION OF LIABILITY

THE PAYOR AND PAYEE ACKNOWLEDGE AND AGREE THAT THE PAYMENT AGENT SHALL HAVE NO LIABILITY FOR ANY LOSS SUSTAINED RESULTING FROM A DEPOSIT OR TRANSFER OF FUNDS MADE PURSUANT TO THESE TERMS OF USE BY REASON OF THE BANKRUPTCY, INSOLVENCY, FRAUD, MISCONDUCT OR NEGLIGENCE OF THE PAYOR, THE PAYEE OR THE DEPOSIT BANK.

Epayment Disputes

The Payor and Payee agree to immediately notify the Payment Agent via Delivery Rejection or in other writing of any Epayment Dispute prior to the end of the Inspection Period. Upon the Payment Agent’s actual receipt of such notice, the Payment Agent reserves the right to immediately hold any and all funds until the Epayment Dispute is resolved as provided herein. In the event that Payment Agent exercises its right to hold the funds under this section, the Payor and Payee agree that the Payment Agent shall not be or become liable for damages, losses, costs, expenses, or interest to either Payor or Payee or to any other person for its failure to comply with conflicting or adverse demands.

Any Epayment Dispute shall be settled as follows: A) First, by participation of the parties in good faith negotiation, which will include representatives from each party authorized by such party to settle the controversy or claim. B) If the parties are unable to negotiate a mutually agreeable, binding resolution within fourteen (14) days of initiation of the Epayment Dispute, the parties agree to submit their dispute to the Payment Agent in writing not later than the fourteenth (14th) day after initiation of the Epayment Dispute. The Payment Agent may, at its sole discretion, elect to review any evidence, including, but not limited to, evidence in its possession or evidence that has been submitted by the Payor or Payee, and to reach a binding, final determination. The Payment Agent shall send written notification to both Payor and Payee indicating: i) whether Payment Agent has elected to review the dispute, and ii) if so, its final decision on the merits of the Epayment Dispute. The Payor and Payee agree that the Payment Agent’s determination shall be final, binding and conclusive and that its content and subject shall not be subject to appeal or collateral attack through any legal or other process. The Payor and Payee further agree that the Payment Agent shall bear no liability for any damages, losses, costs, expenses, or interests to either Payor or Payee or to any other person for the content of the Payment Agent’s determination, including for the Payment Agent’s determination to decline to reach a final decision on the merits of the Epayment Dispute. C) If the parties are unable to reach a negotiated, mutually agreeable, binding resolution, and the Payment Agent has declined to reach a final decision on the merits of the Epayment Dispute, the parties agree to settle the Epayment Dispute through binding arbitration. The arbitration shall be held before one (1) arbitrator and will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Payor and Payee hereby agree that any arbitration arising from the Epayment Dispute shall be conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures, including rules 16.1 and 16.2. The Payor and Payee agree that any party, or non-party witness, may participate telephonically in any arbitration hearing. Judgment on the arbitration award may be entered in any court having jurisdiction. This provision shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Any such controversy, conflict or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The Payor or Payee must provide to the Payment Agent evidence of intent to file a binding arbitration petition not later than fourteen (14) days after the Payor and Payee receive notice of the Payment Agent’s determination, or the Epayment Dispute will terminate. Upon termination of the Epayment Dispute, subject to the Payor returning the Commercial Item goods to the Payee and the Payment Agent receiving confirmation by Delivery Confirmation, or the Payment Agent otherwise receiving written approval from the Payee, the Payment Agent may release the Payment Amount to the Payor. The Payor and Payee further agree that, in the event that Payment Agent does not receive Delivery Confirmation or other notice of approval in writing from the Payee within seven (7) days after termination of the Epayment Dispute, the Payment Agent may release the Payment Amount to the Payee.