INTERNET BLUEPRINT/BIDMAIL SOFTWARE LICENSE AGREEMENT

IMPORTANT:  PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (REFERENCED HEREIN AS “THE AGREEMENT”) CAREFULLY BEFORE USING THE INTERNET BLUEPRINT (IBC)/BIDMAIL SOFTWARE APPLICATION(S) OR COMPONENTS (REFERENCED HEREIN COLLECTIVELY AS “THE SOFTWARE”.)  INTERNET BLUEPRINT INC. (REFERENCED HEREIN AS “IBC”) IS WILLING TO LICENSE THE SOFTWARE TO YOU AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SOFTWARE (REFERENCED HEREIN AS "YOU OR YOUR") ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THE AGREEMENT.  THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND IBC.  BY OPENING THIS PACKAGE, BREAKING THE SEAL, CLICKING ON THE "AGREE" OR "YES" BUTTON OR OTHERWISE INDICATING ASSENT ELECTRONICALLY, OR LOADING THE SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT.  IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK ON THE "I DO NOT AGREE", "NO" BUTTON, OR OTHERWISE INDICATE REFUSAL AND MAKE NO FURTHER USE OF THE SOFTWARE.

1. License.

The Software which accompanies the Agreement is the property of IBC or its licensors and is protected by copyright law.  While IBC continues to own the Software, You will have certain rights to use the Software after Your acceptance of the Agreement.  The Agreement governs any releases, revisions, or enhancements to the Software that IBC may furnish to You.  Except as may be modified by an IBC License Module which accompanies, proceeds, or follows the Agreement, Your rights and obligations with respect to the use of the Software are as follows:

You may:

A. Use one copy of the Software on multiple computers or on a network, provided that You have provided accurate customer information to IBC as requested in the registration or customer profile screen (depending on the application in use).  The registration/profile screen appears when the Software is installed for the first time, if installed on your local server; otherwise, you will need to open the Contractor Properties/Profile window to edit or update this information.  You also agree to notify IBC, either electronically or otherwise, when customer information changes.  Customer information will be forwarded to IBC automatically via fax or print orders, and will only be accurate if You, the Customer, keep Your information current.

B. Use the Software solely for the purposes of Bid Solicitations, Bid Management, Bid Submission, Construction Management or Document Reprographics performed in support of these purposes.

C. Copy or print documentation which accompanies the Software, provided that such copies are kept for internal use only.

You may not:

A. Sell, rent, sublicense or lease any portion of the Software without the express written consent of IBC;

B. Reverse engineer, decompile, disassemble, modify, translate, or make any attempt to discover the source code of the Software or database components; nor create derivative works from the Software.  You further agree to not assist nor facilitate others in any such endeavors.

C. Use a previous version or copy of the Software after You have received a replacement or upgrade set and installed the upgraded version. Upon upgrading the Software, all copies of the prior version must be destroyed.

D. Use any Software component for which You have not received permission in a License Module, nor add components without the express permission of IBC. You further agree to use the Software only in a manner explicitly authorized by the Agreement.

E. Use, if You have an outstanding account balance which has aged 45 days beyond the invoice date, and you have received an email, invoice, statement, or other form of communication that informs you of this past due condition relating to your account.  If your outstanding balance has aged beyond 45 days, IBC also reserves the right to electronically expire Your account without written notification. Note that all outstanding balances are due and payable at the time they are invoiced. Balances payable beyond 30 days may be subject to finance and collection charges.

F. Use, if You have violated any of the terms found in this agreement.

2. Content Updates:

Certain IBC software products utilize content that is updated from time to time.  You may obtain Content Updates for any period provided that You are in compliance with the Agreement and current (within 30 days) in Your outstanding account balance (refer to section E above).  Currently IBC does not charge for ongoing Content Updates, but reserves the right to charge for these updates in the future.  In the event that IBC changes its policy and decides to charge for content updates, You will be notified 60 days prior to the implementation date of this change.

3. Disclaimer of Damages:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL IBC OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF IBC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO CASE SHALL IBC OR ITS LICENSORS' LIABILITY EXCEED THE ORIGINAL PURCHASE PRICE FOR THE SOFTWARE LICENSE.  IF YOUR SOFTWARE LICENSE IS THAT OF A MONTHLY, QUARTERLY, OR ANNUAL SUBSCRIPTION PLAN; LICENSORS' LIABILITY WILL NOT EXCEED THE AMOUNT OF YOUR LAST SUBSCRIPTION PAYMENT AMOUNT. The disclaimers and limitations set forth above will apply regardless of whether or not you accept the Software.

4. U.S. Government Restricted Rights:

RESTRICTED RIGHTS LEGEND: All IBC products and documentation are commercial in nature.  The Software and documentation are "Commercial Items", as that term is defined in 48 C.F.R. section 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are defined in 48 C.F.R. section 252.227-7014(a)(5) and 48 C.F.R. section 252.227-7014(a)(1), and used in 48 C.F.R. section 12.212 and 48 C.F.R. section 227.7202, as applicable.  Consistent with 48 C.F.R. section 12.212, 48 C.F.R. section 252.227-7015, 48 C.F.R. section 227.7202 through 227.7202-4, 48 C.F.R. section 52.227-14, and other relevant sections of the Code of Federal Regulations, as applicable, the Software and documentation are licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in the Agreement.  Manufacturer is Internet Blueprint Corporation, 1177 Warner Ave, Tustin, CA 92780, U.S.A.

5. Export Regulation:

Export, re-export of the Software is governed by the laws and regulations of the United States and import laws and regulations of certain other countries.  Export or re-export of Software to any entity on the Denied Parties List and other lists promulgated by various agencies of the United States Federal Government is strictly prohibited.

6. IBC Software Applications are Internet Connected Applications:

IBC distributes or makes available to its customers “client” and “server” applications.  These applications communicate with internet fax, email and data servers to facilitate communication between You, subcontractors, general contractors, reprographers, engineers and architects.  These services require data to be transferred between the local customer database and various internet servers.  By installing and/or using the Software, You agree to allow these data transfers to take place.  You also agree to hold IBC (or IBC affiliates) harmless for any losses or damages occurring in the event of these transmissions, or in the event of transmission failures, delays or errors in such communications.

By using IBC/Bidmail software applications you expressly give your authorization to the following:

1. Receive both fax and email communications. 2. Upon occasion Fax related communications will contain incidental Advertisements at the end of the fax documents

You also acknowledge:

That you are aware that you can call Bidmail's opt-out number (888 211-5878) at any time and place your fax number on the "do-not-call" list if you no longer wish to receive Bid related communications via fax.

Furthermore, in order for IBC to monitor and troubleshoot delays, processing errors, errors in data, or data transmission, it may be necessary for IBC technical support personnel to perform remote data queries, updates to database system files, and database file retrieval for analysis. By accepting the Agreement You agree to allow IBC technical support personnel perform these technical support functions as needed.

7. Access to Your Online Portal:

IBC makes access to Your online application portal, hosted on portal.bidmail.com, easy through emailed communications that contains a web link that, when clicked, will allow You access to your online Bidmail portal. In addition, faxes will also often include an addendum page that communicates a temporary user id and password, along with instructions containing portal access instructions. Accordingly, access to Your online portal is somewhat relaxed in order to facilitate ease of access. IBC does not use heavy password encryption or implement “hardened” security measures to insure that You and only You can access your portal data. Often companies will share a common portal user id and password among employees. IBC takes reasonable precautions to insure that access to Your online portal is safeguarded, and will promptly act to change Your user id and password in the event that IBC is notified of any unauthorized breech in Your account. By accepting this agreement you indicate that you are aware that the online web portal has relaxed security, and You agree to hold IBC (or IBC affiliates) harmless for any compromise, from authorized individuals, to Your online bid invitation portal.

8. Construction Documents Placed Online for USE by Contractors

IBC allows General Contractors to place project drawings and specifications online in IBC’s online plan room. IBC makes NO guarantees that these drawings and specifications are accurate, timely or complete. General Contractors or Sub Contractors who rely on these drawings and specifications to submit or receive bids or who rely on these documents for any type of pre-construction or post-construction purposes agree to hold IBC (or IBC affiliates) harmless for any losses or damages occurring in the event that you rely on these documents for any reason.

9. Pricing, Services and Fees:

IBC reserves the right, at any time and at its discretion, to change its fee structure, pricing policies or service offerings.  In the event of pricing, pricing policy, and/or service offering changes, IBC will attempt to communicate these changes to You by email. In the event that such pricing or policy changes take place and You are not notified of these changes, continued use of IBC software is an indication by You of Your acceptance of these changes.

10. Observing all Copyright Laws:

You agree to observe all copyright laws relating to original documents faxed, mailed, placed online in the IBC plan room, emailed or electronically forwarded to contractors, customers, IBC, or IBC affiliates, and furthermore, agree to hold IBC (or IBC affiliates) harmless, and to reimburse IBC (or IBC affiliates) for any losses occurring, in the event of any/all copyright infringement litigation.

11. By Installing the Software You agree to:

Accept the Software provided “as-is” without any warranty as to fitness for use, data accuracy or timeliness of processing, and You acknowledge that you are aware that from time-to-time software bugs or defects can and do exist. You also acknowledge that you are aware that even when such defects are reported to IBC, said defects take time to analyze, test, and new software deployed in order to get resolved. Accordingly, you agree to hold IBC (or IBC affiliates) harmless for any losses or damages occurring in the event that you rely IBC’s software containing such software defects.

12. General:

If You are located in North America or Latin America, the Agreement will be governed by the laws of the State of California, United States of America. Otherwise, the Agreement will be governed by the laws of England.  The Agreement and any related License Module(s) constitute the entire agreement between You and IBC relating to the Software and:  (i) supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any quote, order, acknowledgment or similar communications between the parties. The Agreement shall terminate upon Your breach of any term contained herein and You shall cease use of and destroy all copies of the Software.  The disclaimers of warranties and damages and limitations on liability shall survive termination.  The Agreement may only be modified by an accompanying License Module by a written document which has been signed by both You and IBC.  Should You have any questions concerning the Agreement, or if You desire to contact IBC for any reason, please write to: Internet Blueprint Customer Service, 1177 Warner Ave, Tustin, CA 92780, U.S.A.

For any software or service that IBC provides free of charge, IBC reserves the right to suspend any account in the event of any foul or abusive language in conversations/email with IBC, and provided that IBC has notified and warn you that such language will not be tolerated and has warned you of the consequences of using such language.

BidMail License Module

You are hereby granted permission to install and/or use the BidMail applications subject to the terms and conditions of the Agreement as outlined above.