These Terms of Service govern your use of the VPM Bid bidding service and module (“VPM Bid”), which is located at www.virtual-bid.com (the “Website”) and owned and operated by Virtual Project Manager LLC (“VPM”). These Terms of Service may be changed from time to time, as explained below, and the changed Terms of Service will then apply to you.
Please read these Terms of Service carefully before accessing the Website or using the VPM Bid software, system and related services offered through the Website VPM Bid System(collectively, the “VPM Bid System”). By logging on to, imputing information into, or otherwise using the VPM Bid System, you agree to these Terms of Service. If you are agreeing to these Terms of Service on behalf of an entity, you represent to VPM that you have legal authority to bind that entity. For purposes of these Terms of Service, “you” means you and the entity you represent and also refers to any person accessing the VPM Bid System by any method on your behalf. You are sometimes referred to as the “Customer” in these Terms of Service.
As used in these Terms of Service, the “VPM Bid System” means VPM’s Web-based contract bidding system known as VPM Bid, as available from time to time on the Website, and any services provided by VPM in connection with the VPM Bid System. VPM reserves the right at any time to revise and modify the Website and VPM Bid System and alter their features, specifications, capabilities and/or functions, without your consent and without notifying you.
All access to the VPM Bid System shall be by password, and if you are authorized to access the VPM Bid System you will have your own uniquely identifiable login and password. You are responsible for controlling access to your account, including by creating a strong password, protecting that password, and preventing unauthorized account usage. You shall not share you login or password with other persons or provide online access to VPM for any other person without VPM’s prior written consent. You agree to notify VPM promptly if you have any reason to believe that any third party has unauthorized access to such information. You will be solely responsible for any and all use of the VPM Bid System occurring under your login and passwords and for your compliance with the terms of these Terms of Service. VPM reserves the right to suspend or terminate your access to the VPM Bid System at any time for no reason or for any reason, including without limitation if you violate any of the terms of these Terms of Service or if you are not authorized to access the VPM Bid System.
Subject to these Terms of Service, you have the right to access and use the VPM Bid System via the Internet to enter into data and information reasonably necessary to bid on a construction project posted on the VPM Bid System (“Bid Data”). You agree with and represent to VPM that you are authorized and have the legal right to enter the Bid Data into the VPM Bid System and make the bid associated therewith, and that entering such Bid Data will not violate any prohibition or restriction in these Terms of Service (including those contained in Section 6 below). You are solely responsible for any Bid Data you may post or upload into the VPM Bid System or transmit via the VPM Bid System and any associated bid you may make, and for ensuring that any data or information you post, upload or transmit using the VPM Bid System is accurate and complete. You agree to bear all risks associated with the accuracy, integrity, completeness or quality of any Bid Data, and acknowledge that VPM does not control and does not make any representations or warranties whatsoever regarding the Bid Data and shall have no responsibility therefor or for any other person’s use thereof. You acknowledge and agree that VPM may disclose Bid Data if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Service; or (c) respond to claims that any Bid Data violates the restrictions in these Terms of Service. You understand that the technical processing and transmission of the VPM Bid System, including your Bid Data, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. VPM reserves the right to delete from the VPM Bid System any Bid Data that violates these Terms of Service or relates to a project that has been withdrawn or awarded to another contractor.
In connection with the VPM Bid System and/or the Website, you agree you will not:
a. Upload, post or transmit any “personally identifiable information” or “sensitive personal information” as such terms are defined in applicable state or Federal privacy laws or any “personal information” as defined in the EU General Data Protection Regulation (to the extent it is applicable);
b. Upload, post, transmit or otherwise make available any data or information that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy (including, but not limited to, an individual’s address, email, phone number, or any other contact information unless the owner of such information has consented thereto in accordance with all applicable privacy and other laws), hateful, or racially, ethnically or otherwise objectionable;
c. Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
d. Upload, post or otherwise transmit any Bid Data that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
e. Upload, post or otherwise transmit any Bid Data that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;
f. Upload, post, or transmit unsolicited commercial email or "spam". This includes unethical marketing, advertising, or any other practice that is in any way connected with "spam", including but not limited to (a) sending mass email to recipients who haven't requested email from you or with a fake return address, (b) promoting a site with inappropriate links, titles, descriptions, or (c) promoting a site by posting multiple submissions in public forums that are identical;
g. Upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
h. Upload, post, email, or otherwise transmit any computer routines, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, take any action that imposes an unreasonable or disproportionately large load on the VPM Bid System infrastructure, or otherwise interfere with or disrupt the VPM Bid System or servers or networks connected to it;
i. Violate any applicable state or federal law and regulation, including, but not limited to, any copyright, trademark, patent, anti-piracy, or other intellectual property law or regulation, or encourage or enable others to violate any such law or regulation;
j. Stalk or otherwise harass another;
k. Use the VPM Bid System or Website as a redirecting/forwarding service to another website;
l. Use the VPM Bid System or Website for hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems; or
m. Exceed the scope of the services you have signed up for with VPM, including, for example, using tools/features that you do not have a right to use.
You understand and agree that you are not being granted the right to use the VPM Bid System or any software associated therewith except by accessing them through the Website via VPM-provided Web interfaces. You shall not: (a) copy, reproduce or duplicate the VPM Bid System or Website or any software related thereto for any purposes; (b) modify, disassemble, reverse engineer, decompile or prepare derivative works of the VPM Bid System or Website or any software related thereto, or in any way use the VPM Bid System to assist in developing any competing product or service; (c) rent, sublicense, assign, transfer, or grant any third party any rights in the VPM Bid System or website or any software related thereto; or (d) use, adopt or attempt to register anywhere in the world, whether alone or together with any other mark, symbol or name, that is the same or similar to “VPM Bid.” The VPM Bid System is intended for access and use by means of Web browsing software, and VPM does not commit to support Web browsing platforms or guarantee that the VPM Bid System will be compatible with all browsing platforms. It is your responsibility to maintain an Internet connection and to utilize current Web browsing platforms that can interface with and access the VPM Bid System through the Website.
VPM may from time to time change these Terms of Service, and if the changes are material, will give you reasonable notice prior to the change taking effect, either by e-mailing you or by posting on the Website. You can review the most current version of the Terms of Service at any time by visiting this page. The changes to these Terms of Service will become effective upon posting of the changed terms. If you use or access the VPM Bid System after the effective date, that use will constitute Customer’s acceptance of any revised Terms of Service.
You represent and warrant to VPM that (a) you are authorized, on behalf of the entity you represent (if applicable), to use the VPM Bid System and load into such system the any Bid Data you may load, and (b) you have all required legal and other rights to load Bid Data into the VPM Bid System and otherwise use such date in connection with the VPM Bid System and such actions will not violate any applicable laws or the restrictions in these Terms of Service or infringe the Intellectual Property Rights or privacy or other rights of any third party. You agree to indemnify, defend and hold harmless VPM, its affiliates, owners, members, managers, employees and representatives from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, arising out of third party claims alleging or based on the (i) breach of any representation or warranty made by you in these Terms of Service, or (ii) any breach by you of any of your obligations under these Terms of Service.
Customer acknowledges and agrees that (a) it may be necessary to take down the VPM Bid System and Website from time to time or on a periodic basis for maintenance or to resolve technical problems, upgrade software, or otherwise help ensure the reliable and efficient operation of the VPM Bid System, (b) due to the foregoing or due to power interruptions, communication systems failures or other conditions outside VPM’s control, the VPM Bid System may occasionally be unavailable, and (c) your access to the VPM Bid System is dependent on Internet access and you are responsible for ensuring you have such access. Customer waives any and all claims against VPM arising from any lack of availability to the VPM Bid System.
THE VPM BID SYSTEM AND WEBSITE, AND THE BID DATA AVAILABLE THERE, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VPM DOES NOT WARRANT THAT THE VPM BID SYSTEM OR ANY BID DATA OR YOUR ACCESS THERETO WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT BID DATA WILL BE ACCURATE, COMPLETE, ERROR-FREE OR UNCORRUPTED, AND HEREBY DISCLAIMS ANY AND ALL LIABILITY ON ACCOUNT THEREOF. VPM FURTHER DISCLAIMS ANY LIABLITY FOR DAMAGES CAUSED BY THE VPM BID SYSTEM OR WEBSITE OR ANY BID DATA AVAILABLE THROUGH THE WEBSITE, UNLESS DUE SOLELY TO VPM’S INTENTIONAL WRONGDOING.
IN NO EVENT SHALL VPM, ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS OR OTHER REPRESENTATIVES BE LIABLE UNDER ANY THEORY, INCLUDING BUT NOT LIMITED TO CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) OR PRODUCT LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS OR DATA, BUSINESS INTERRUPTION, OR OTHER PECUNIARY LOSS), arising from or relating to THE USE OF OR INABILITY TO USE THE VPM BID SYSTEM, THE WEBSITE OR BID DATA OR FROM ERRORS, OMISSIONS OR OTHER INACURRACIES IN ANY DATA ACCESSED THROUGH THE VPM BID SYSTEM, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT PREJUDICE TO THE FOREGOING LIMITATIONS, THE AGGREGATE LIABILITY OF VPM, ITS MEMBERS AND MANAGERS TO YOU AND THE ENTITY YOU WORK FOR OR REPRESENT IN CONNECTION WITH THE VPM BID SYSTEM AND WEBSITE UNDER ANY AND ALL THEORIES, INCLUDING BUT NOT LIMITED TO CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR PRODUCT LIABILITY, SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO VPM DURING THE IMMEDIATELY PRECEDING TWELVE MONTH PERIOD.
VPM and its licensors, where applicable, own and shall retain all right, title and interest, including all Intellectual Property Rights, in and to the VPM Bid System, all content provided on the VPM Bid System website and all underlying software used in connection with the VPM Bid System. This Agreement is not a sale and does not convey you any rights of ownership in any of the foregoing. The "VPM," "VPM BID" and "Virtual Project Manager" name, logo and taglines are trademarks of VPM and no right or license is granted to use them. As used herein, "Intellectual Property Rights" means all present and future worldwide copyrights, trademarks, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights.
If you give VPM verbal or written feedback, suggestions, recommendations or ideas regarding the VPM Bid System or Website (“Feedback”), you agree that VPM will have a perpetual, unrestricted, assignable and royalty-free license and right to use and incorporate some or all of such Feedback into the VPM Bid System or other products or services offered by VPM. Termination. VPM may terminate your right to access and use the VPM Bid System, the Website and any Bid Data (a) at any time and without notice if you breach any representation, warranty, restriction or obligation in these Terms of Service, or (b) for any other reason or no reason, in which case VPM will endeavor to give you reasonable prior notice of the termination. Upon termination for any reason, VPM will have the right to delete some or all Bid Data from its systems upon at least 30 days prior notice to you.
You must comply with all applicable export laws and regulations, including the Export Administration Regulations (“EAR”) and trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”). You warrant that you will not use the VPM Bid System or Website in connection with any person, including yourself, that is (1) located in a country or region that is subject to comprehensive U.S. economic sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine); or (2) a designated, denied, or otherwise restricted party, as specified under the laws and regulations identified above.
VPM reserves the right to adopt and/or modify privacy and security policies from time to time. You agree that VPM can disclose the fact that you are a user of the VPM Bid System. Upon logging into the VPM Bid System, you may be asked whether or not you wish to receive marketing and other VPM Bid System-related communications from VPM. You may opt out of receiving such communications at that time by changing your preferences or through email notification of VPM. Because the VPM Bid System is a hosted, online application, VPM may occasionally need to communicate with all system users, whether or not they have opted out due to important announcements regarding the operation of the VPM Bid System. VPM provide links to third party sites to you only as a matter of convenience, and in no event shall VPM be responsible for any content, products, or other materials on or available from such sites, nor does VPM endorse any sites on the Internet that are linked through the Website.
In order to use the VPM Bid System and Website, you (and the entity that you work for or represent) must have a valid account. To obtain an account, you must provide VPM with an electronic mail address and other information ("Registration Data"). You will choose a username and password during the registration process for your account. You agree to (a) provide true, accurate, current and complete information about yourself (and the entity you represent or work for) as prompted by the system’s registration form, and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
a. These Terms of Service constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, proposals, and communication, whether written or oral.
b. This Agreement will be governed by the laws of the Oregon. Any action or proceeding arising from or relating to these Terms of Service shall be brought in a federal or state court in Deschutes County, Oregon, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
c. If any legal action is brought to enforce these Terms of Service, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive, in any bankruptcy case, arbitration proceeding or court case.
d. If any provision of these Terms of Service or the Terms of Service is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
e. You may not assign any of your rights or obligations under these Terms of Service without VPM’s prior written consent.
f. Any delay in the performance of any duties or obligations of either party will not be considered a breach of these Terms of Service if such delay is caused by a local, regional or national communications or power failure or interruption, pandemic, labor dispute, shortage of materials, database corruption, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
g. Your representations, warranties and indemnification obligations, and any other provisions of these Terms of Service that should reasonably be expected to survive, shall survive the termination or expiration of these Terms of Service or your use of the VPM Bid System.