B2GNOW Vendor Terms of Service

The B2Gnow vendor portal and vendor system functionality (collectively the “Service”) consists of application software and other products and services including web sites (the “Platform”) made available by AskReply, Inc. dba B2Gnow on behalf of vendor/supplier organizations for the purposes of allowing vendors the ability to undertake activities, including but not limited to: (1) registering with client accounts of the B2Gnow system to create a business profile, (2) submitting applications for small and diverse business certification programs offered by clients of B2Gnow, (3) sourcing business and RFP opportunities offered by B2Gnow clients, (4) bidding on business and RFP opportunities of B2Gnow clients, (5) submitting project-contract spend tracking and prompt payment verification to B2Gnow clients, (6) submitting project-contract workforce utilization information, (7) any other activities as initiated by B2Gnow client organizations, etc. Your use of the Platform, Service and related services (collectively, the “Platform Services”) is subject to your agreement with these Terms of Service (the “Terms”). You agree to abide by these Terms.

The Terms of Service is a contract between you, an individual or supplier organization utilizing the Platform Services to view and interact with procurement opportunities, certification application/maintenance, and/or spend compliance requirements, and B2Gnow, incorporated under the laws of the State of Arizona (USA). B2Gnow, may be referred to as “B2Gnow” ,”we” or “us” in this Terms of Service.) The Terms include provisions set forth in this Terms of Service and any other terms or conditions presented to you by B2Gnow in connection with the Platform Services. Use of the Platform Services indicates that you confirm your acceptance of the Terms and you agree to be bound by this contract as well as B2Gnow’s Privacy Policy, which is available at b2gnow.com/privacy. If you do not agree with these Terms, you do not have the right to access or use the Platform Services – and shall immediately cease doing so.

You acknowledge, agree with, and accept all provisions in this Terms of Service without limitation. You acknowledge, agree with, and accept your account/profile information and content will be used in accordance with these Terms of Service. These Terms of Service may change from time-to-time and will require you to decide if you will accept and agree with changes prior to continued use of the Platform Services – these Terms are maintained at b2gnow.com/vendor-terms. We will attempt to notify you via e-mail when the Terms of Service have changed, but you have an affirmative duty to check these terms at the location listed above. Changes to the Terms of Service will apply immediately, and your continued use of the Service indicates you acknowledge, agree with, and accept the new Terms of Service.

YOUR ACCOUNT. To use the Platform Services, you are required to provide a valid e-mail address that is unique to you individually as well as other personal information in accordance with B2Gnow’s Privacy Policy. You must also provide a password that you agree to keep secure and confidential. You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential.

You agree to notify B2Gnow immediately of any unauthorized use of your account information, password, or the Platform Services to B2Gnow, Customer Service at support@b2gnow.com.

You may be held liable for losses incurred by B2Gnow or any other user of the Service due to someone else using your password or account as a result of your failing to keep your account information secure and confidential.

B2Gnow will not be liable for any loss or damage arising from your failure to comply with these obligations.

ACCESSING THE SERVICE. You must supply and pay for your own equipment such as computers and mobile devices, Internet access, and any other clients or materials required for accessing the Platform Services.

B2Gnow cannot and does not guarantee the availability of Internet connectivity or related telecommunication and hosting services and will not be liable or responsible when you cannot connect to the Platform Services.

LICENSE GRANT. Once you accept the Terms and make any applicable payments for use of the Platform Services (Note: standard B2Gnow vendor accounts are free and do not require any payment for use), B2Gnow grants you a limited, non-exclusive, non-assignable license to use the Platform Services subject to these Terms, unless you are restricted from using the Platform Services under applicable laws or prohibited conduct as set forth below. The license is revoked once you terminate your account or if we terminate your account in accordance with these Terms. You do not obtain any other right or interest in B2Gnow or the Platform Services.

You agree to grant B2Gnow a limited license to make your data accessible to organizations which are clients of B2Gnow utilizing the Platform Services for its intended procurement, grant, and supplier diversity management purposes. You grant B2Gnow the license to maintain, store, reproduce, back-up, process, make renditions, display, and distribute your data specifically on behalf of B2Gnow client organizations for the purposes of procurement, grant, supplier diversity and/or workforce evaluation and compliance. B2Gnow understands and agrees that we do not gather any additional right, interest, or title to your data from you.

YOUR DATA. You agree that the rights and licenses assigned to B2Gnow by you are royalty free, worldwide, and irrevocable for so long as your data is stored with us. You agree the rights and licenses may extend to third parties that supply services to B2Gnow. You understand and agree B2Gnow may need to disclose your data to comply with its legal obligations or applicable court orders.

You represent you have the right to upload and reproduce your data under laws that apply to you. You agree that you are not infringing on any third party’s rights by uploading or reproducing your data using the Platform Services.

B2Gnow reserves the right to remove any of your data for reasons including, but not limited to the following:

(i) The content is deemed to infringe on third party copyright; (ii) The content is unlawful or contains material that is deemed unsuitable; (iii) The content is malformed, or contains unacceptable technology such as phishing, spyware, viruses, worms, or other malware; or (iv) The content is misidentified or intended to be misleading to a person or computer system.

B2Gnow generally does not view your data under normal operations of the Platform Services. In the circumstance where your data may be causing a disruption to the Platform Services, or at the behest of the B2Gnow client organization, or to ensure your data does not violate these Terms, or to comply with applicable laws, we may be required to review the structure and content of your data. This data review will occur according to our data handling policies to ensure the integrity and privacy of your submitted data.

You acknowledge users from B2Gnow client organizations may have access and view your applicable data under normal operation of the Platform Services.

YOUR CONDUCT. You are responsible for all your conduct and data as you use the Platform Services. You will comply with all applicable laws and regulations in your use of and access to the Platform Services. You will use the software and Platform Services solely for your own use. You will comply with all applicable laws and regulations in your use of and access to the Platform Services.

PROHIBITED CONDUCT. You will not nor will you allow any third party to (i) copy, modify, adapt, translate or otherwise create derivative works of the Platform Services; (ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Platform Services, except as expressly permitted by the law in effect in the jurisdiction in which you are located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Platform Services; (iv) remove any proprietary notices or labels on the Platform Services; (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Platform Services ; or (vi) use, automated/semi-automated/manual systems or software to extract data from this website, and/or rehost such data, for commercial purposes (“Screen Scraping”). Screen Scraping is prohibited unless you have directly concluded a written license agreement with B2Gnow.

In addition, You affirmatively represent that you are not a competitor of B2Gnow – and you will not establish a Platform account/profile or use the Services or the related Services data to compete with B2Gnow.

OUR RIGHTS. B2Gnow owns all legal right, interest, and title to the Platform Services (i.e. the software system) without limitation, including all software related to the Platform Services wherever it may be located. You agree that B2Gnow owns all intellectual property rights, trademarks, trade secrets, patents, and patent rights related to the Platform Services.

B2Gnow maintains the right, at our sole discretion, to modify the Service. We do not warrant our modifications will be deemed as an improvement by you.

You acknowledge and agree that actions taken by B2Gnow may impair or prevent you from accessing the Platform Services. B2Gnow has no liability or responsibility for such actions and you understand that these actions may temporarily or permanently restrict your access to some or all of the Platform Services.

You agree and accept that B2Gnow has the right to engage third party services to provide technical or other services. You agree and accept that B2Gnow may use third party software as part of the Platform Services and that B2Gnow disclaims all warranty for the third-party software. You agree and accept that B2Gnow may require you to upgrade software, devices, or computer systems to continue to use the Platform Services (i.e., applicable browsers).

DATA SOVEREIGNTY. B2Gnow may use hosting providers in the United States or Canada depending on the location of the client organization(s) and operational imperatives. As such you acknowledge that data may be subject to laws applicable to those countries in accordance with applicable laws and as set out in our Privacy Policy.

TERMINATION OF ACCOUNT. You may terminate your use of the Platform Services at any time.

We may terminate your account where you are in material violation of these Terms. We also may terminate your account after an extended period of inactivity, termination or modification of the Platform Services, or

to resolve security or technical problems.

FEEDBACK, SUGGESTIONS, FEATURE REQUESTS. B2Gnow welcomes your technical or feature requests, modification requests, feedback, or suggestions (“Feedback”). You agree any Feedback become the exclusive property of B2Gnow without any further obligation to you. Any Feedback you provide shall be deemed to be non-confidential. B2Gnow shall be free to use any such Feedback on an unrestricted basis without notifying or compensating you.

THIRD PARTY CONTENT. You agree B2Gnow is not responsible for any third party links or content either linking from the Platform Services to another web site, or third party data added to our service. We cannot guarantee the accuracy or authenticity of the third party data and do not warrant it suitable for any purpose.

INDEMNITY AND LIMITATION OF LIABILITY. In no event shall B2Gnow be liable to you for lost profits, or special, incidental or consequential damages (even if B2Gnow has been advised of the possibility of such damages).

B2Gnow’s total liability under these Terms of Service for damages, costs and expenses, regardless of cause, shall not exceed the greater of (i) any fees paid by you to B2Gnow, or (ii) USD $500.

You shall indemnify B2Gnow against all claims, liabilities and costs, including reasonable attorney fees, of defending any third party claim or suit arising out of or in connection with your performance under these Terms. B2Gnow shall promptly notify you in writing of such claim or suit and you shall have the right to fully control the defense and any settlement of the claim or suit.

NO WARRANTY. THE GOODS OR SERVICES, INCLUDING THE PLATFORM SERVICES, FURNISHED UNDER THESE TERMS ARE PROVIDED AS IS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS; INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

ATTORNEY FEES. If any litigation or arbitration is necessary to enforce these Terms, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses.

PAID SUBSCRIPTIONS. Access to the B2Gnow Premium Vendor Subscriptions, if offered and selected by Vendor, may require a paid subscription. Such B2Gnow Premium Vendor Subscriptions are optional and always at the election of Vendors. By purchasing a subscription to any of the paid Premium options, you agree to pay for all fees set out in an order form (the “Fees”) entered into between you and B2Gnow. Unless otherwise stated on an order form, Fees will be billed and paid annually, and subscriptions shall automatically renew until cancelled by you. Cancellations will take effect at the end of the current subscription term as set out in the order form. B2Gnow reserves the right to change the Fees with notice to you, which Fee increases shall become applicable on your next billing cycle.

PAYMENT TERMS. Fees may be required by credit card only. By providing credit card information to B2Gnow as part of account set-up for subscription Fees payments, you authorize B2Gnow to charge your credit card for all outstanding Fees, taxes and charges and outstanding account balances due under the Agreement, and this constitutes B2Gnow’s good and sufficient authority for so doing. You agree that payments for Fees will be processed by a third-party payment processor, in accordance with the processor’s terms and conditions and privacy policy. No refunds will be provided except under the following circumstances: you have purchased a Premium Vendor Subscription accidentally and have contacted the support team within 7 days of your purchase, or your Premium Vendor Subscription was renewed automatically with the intention of it being cancelled and you have contacted the support team within 7 days of the renewal.

TAXES. You agree to pay all applicable taxes, fees, value-added surcharges, import and export duties, and other assessments, if any, levied by federal, state, provincial, local, and other governments related to the Fees.

Sole agreement: These Terms and the Privacy Policy constitute the complete and exclusive statement of the mutual understanding between B2Gnow and you, and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the parties, as to the subject matter of this Agreement.

Severability: If any provision of these Terms is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the rest of the Terms will otherwise remain in full force and effect.

Applicable law: These Terms will be governed by the laws of the State of Arizona (USA) without regard to its conflicts of laws provisions. Any dispute arising from these Terms shall be heard in the state courts of State of Arizona, County of Maricopa.

Relationship: These Terms shall not be construed as creating an agency, partnership, joint venture or any other form of association for tax purposes, contractual purposes, or otherwise, between the parties. Neither you or B2Gnow shall have the authority or power to act as the agent of the other party or otherwise to bind or obligate the other party without the prior written consent of the party sought to be charged as principal.

Headings: The headings in these Terms are for convenience only and will not affect interpretation.

Last Updated: March 2022

Questions? Contact us at Support@B2Gnow.com