IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, THESE TERMS REQUIRE YOU TO ARBITRATE DISPUTES WITH US RATHER THAN RESOLVE DISPUTES THROUGH A JUDGE OR JURY TRIAL, OR ANY COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND. BY ACCESSING, OR USING THE PLATFORM, YOU HEREBY WAIVE ANY AND ALL RIGHTS TO INITIATE OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT OR REPRESENTATIVE ACTION WITH RESPECT TO ANY DISPUTES OR CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM. PLEASE READ CAREFULLY.ACCEPTANCE OF THESE TERMS

This Terms of Use Agreement ("Terms"), including the BINDING ARBITRATION AND CLASS ACTION WAIVER CONTAINED HEREIN govern your access to, use of, and participation in the Platform made available by BIDtorium, Inc. or any of its subsidiaries (collectively, and including such entities operating under any other names (including, without limitation, Setter), "BIDtorium," "we," "our," or "us") or through BIDtorium and the entirety of your relationship with BIDtorium. YOU UNDERSTAND AND AUTHORIZE BIDTORIUM TO USE YOUR INFORMATION TO OBTAIN BACKGROUND CHECKS AND BUSINESS CREDIT CHECKS FROM OUR VENDORS AND/OR VERIFY YOUR IDENTITY THROUGHOUT YOUR USE OF THE SERVICE IN ACCORDANCE WITH APPLICABLE LAWS, INCLUDING BUT NOT LIMITED TO THE FAIR CREDIT REPORTING ACT (“FCRA”).THESE TERMS, OUR PRIVACY POLICY, AND ALL OTHER DOCUMENTS REFERENCED HEREIN GOVERN THE RELATIONSHIP BETWEEN YOU, THE USER OF THE PLATFORM, AND BIDTORIUM. YOU HEREBY AGREE THAT THE AGREEMENT FORMED BY THESE TERMS IS EQUIVALENT TO ANY WRITTEN, NEGOTIATED AGREEMENT SIGNED BY YOU. PLEASE READ THE TERMS THOROUGHLLY AND CAREFULLY. BY ACCESSING OR OTHERWISE USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE PLATFORM.All references to "you" or "your," as applicable, mean the person who accesses, uses, and/or participates in the Platform in any manner, and each of your heirs, assigns, and successors. If you use the Platform on behalf of an entity or other individual, you represent and warrant that you have the authority to bind that entity or individual, and to perform and otherwise undertake all of your obligations hereunder. Your acceptance of the Terms will be deemed an acceptance by that entity, and "you" and "your" herein will refer to that entity, its directors, officers, employees, and agents.

‍MODIFICATIONS
BIDtorium reserves the right, in our sole discretion, to modify these Terms, and any other documents incorporated by reference herein, at any time and without prior notice. BIDtorium will notify you of changes by posting the updated Terms on the Platform and may also, in our sole discretion, notify you by sending you a message and/or otherwise notifying you when you are logged into your account. Modifications will become effective 30 days after the earliest of: (a) modifications being posted on the Platform; (b) BIDtorium's transmission of a message to you about the modifications (which may be made via a notice or communication on the Platform itself); or (c) you are otherwise notified when you are logged into your account. Your use of the Platform after the expiration of the 30 days will constitute your consent to the changes. If you do not agree, you may not access or use the Platform. Be sure to return to the Platform and this webpage periodically to ensure you are familiar with the most current version of these Terms. YOUR CONTINUED USE OF OR ACCESS TO THE PLATFORM AFTER SUCH EFFECTIVE DATE OF ANY SUCH MODIFICATION OR AMENDMENT INDICATES YOU ACCEPT AND AGREE TO BE BOUND BY THE MODIFIED TERMS.

‍ADDITIONAL TERMS AND POLICIES
Please review BIDtorium's Privacy Policy, incorporated herein by reference, for information and notices concerning BIDtorium's collection and use of your information. The provision and delivery of text messages by BIDtorium or our text message service providers is governed by our SMS Terms and Conditions, which are expressly incorporated herein. The “BIDtorium Guarantee” is governed by the BIDtorium Guarantee Terms and Conditions, which are expressly incorporated herein. Please review the full set of key BIDtorium policies that govern your use of the Platform and our interactions with you and third-parties, which are expressly incorporated herein. Certain areas of and/or products on the Platform may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions or policies. If there is a conflict between these Terms and the terms and conditions or policies posted for a specific area or product, the latter takes precedence with respect to your use of that area or product.

‍KEY TERMS
"Collective Content" means User Content and BIDtorium Content together."Content" means text, graphics, images, music, software, audio, video, information or other materials, including but not limited to profile information, Pro Services requests, quotes, message threads, reviews, scheduling and calendar information, and other information or materials available on or through the Platform."Consumer" means a User who is registered to search for Service Professionals on the Platform, seeks Pro Services from Service Professionals on the Platform, makes a booking with a Service Professional to purchase a Pro Service (or receive a quote in contemplation thereof), is registered for or undergoes a home specialist consultation or similar service with respect to their home, utilizes a BIDtorium plan to track maintenance on a home, is a BIDtorium Plus member, agrees to these Terms, or otherwise uses the Platform, including, without limitation, receive, pay for, review, or facilitate the receipt of Pro Services. Because a Consumer may be, or may become, a customer of a Service Professional, a Consumer is often referred to as a “customer” or a “Customer” on the Platform and in marketing materials related to the Platform. Please note that, for purposes of these Terms, “Consumer” includes, without limitation, any individual or agent you authorize to use your Account on your behalf."Fee" means any amount charged by BIDtorium to a User in connection with the Platform.“Feedback” means any feedback, comments, questions, or suggestions provided by a User concerning BIDtorium or our services, including our Platform."Platform" means all BIDtorium websites, mobile or other applications, software, processes, video consultations, subscription services, and any other services provided by or through BIDtorium.“Privacy Policy” means the BIDtorium Privacy Policy located at https://www.BIDtorium.com/privacy/, including any amendments, supplements or modifications thereto made from time to time."Pro Services" means the services listed, quoted, scheduled, offered, fulfilled or provided by Service Professionals, or sought, scheduled, paid for, or received by Consumers, through the Platform."Service Professional" means a User who uses, or is registered to use, the Platform to offer, provide, receive payment for, or facilitate the provision of Pro Services. Service Professionals are often referred to as “pros” on the Platform."BIDtorium Content" means all Content BIDtorium makes available on or through the Platform, including any Content licensed from a third-party, but excluding User Content."User" means a person or entity who completes BIDtorium's account registration process, agrees to these Terms, utilizes any services offered by or through the Platform, or a person or entity who submits or receives a request through BIDtorium, including but not limited to Service Professionals and Consumers."User Content" means all Content submitted, posted, uploaded, published, or transmitted on or through the Platform by any User or other user of the Platform, including but not limited to photographs, voice or audio recordings, videos, profile information, descriptions, postings, reviews, requests, messages, and payments made through the Platform, but excluding BIDtorium Content and Feedback.

‍CHANGES, ELIGIBILITY, SERVICE PROFESSIONAL REPRESENTATIONS, WARRANTIES, AND USE OF THE PLATFORM
BIDtorium reserves the right at any time and with or without notice to you, to change (i) the Platform, including, without limitation, eliminating, supplementing, modifying, adding, or discontinuing any content, feature, data, or service on or available through the Platform, or the hours during which they are available; and (ii) the prices and Fees (if any) for access to or use of the Platform or any component thereof. We will not be liable to you or any third-party for any modification, price change, suspension, or discontinuance of the Platform, or any component or services on the Platform. We reserve the right to limit the availability of the Platform, Content, or Pro Services offered thereon to any person, geographic area, or jurisdiction we so desire, at any time and in our sole discretion.Access to and use of the Platform is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By accessing or using the Platform, you represent and warrant that you meet these requirements. BIDtorium, at all times, strives to maintain compliance with all laws applicable to its performance under these Terms and its provision of the Platform. BIDtorium also uses its best efforts to stay up to date on updates to those applicable laws.By registering or using the Platform to offer, post, or provide Pro Services, Service Professionals represent and warrant that they, and the employees, agents, suppliers contractors, and subcontractors who may perform work for them, (i) are properly and fully qualified and experienced, and licensed, certified, bonded, and insured, as required by applicable laws or regulations to which they may be subject in the jurisdiction(s) in which they offer their Pro Services and in relation to the specific job they are performing; (ii) comply and will continue to comply with all applicable laws, including, without limitation, applicable privacy and marketing laws, in their use of the Platform and any personal information obtained from the Platform; (iii) will perform the Pro Service as outlined in their agreement with the Consumer and work to remedy any material deviations from such contract; and (iv) will perform the Pro Services in a professional, workmanlike manner in accordance with industry standards and in accordance with these Terms.BIDtorium does not sell or otherwise provide Pro Services. BIDtorium may directly provide home project consultations and related on-Platform services to Consumers, but any Pro Services solicited as a result of any such consultations or on-Platform services are provided by an independent Service Professional without any representation, warranty, guarantee, or endorsement from BIDtorium other than as expressly provided for herein. BIDtorium also facilitates Pro Service transactions, which facilitation may include displaying a list of Service Professionals profiles, allowing Consumers and Service Professionals to send messages to each other, allowing for the booking of an appointment for the provision of Pro Services, assisting in the selection of a Service Professional for certain Consumers, and processing payment for certain Pro Services. Consumers understand that any such facilitation does not constitute a warranty, guarantee, or endorsement in relation to the Pro Services. Without limiting the foregoing, we make no representation—and you acknowledge that we make no representation—that the Platform, or Pro Services available through the Platform, are appropriate or available for use in all locations. Those who choose to access the Platform and Pro Services therein do so of their own initiative and at their own risk and are responsible for compliance with applicable federal, state and other local laws. Service Professionals understand and agree that using the Platform does not guarantee that anyone will engage them for Pro Services. Consumers understand that any Pro Services they solicit and/or pay for using the Platform are solicited directly from the Service Professional providing such Pro Services.Service Professionals understand and agree that they are customers of BIDtorium, and are not BIDtorium employees, contractors, consultants, joint venturers, partners, or agents. Service Professionals acknowledge that they provide their own equipment, select their own jobs, develop their own expertise, are free to do jobs through other platforms and lead sources, and determine their own work schedule. BIDtorium does not control, and has no right to control, the services a Service Professional provides (including the details of how the Service Professional provides such services) if the Service Professional is engaged by a Consumer or any other person, except as specifically noted herein or on the Platform.BIDtorium, as permitted by applicable laws, obtains reports regarding Service Professionals, which may include history of criminal convictions or sex offender registration, and we may limit, block, suspend, deactivate, or cancel a Service Professional's account based on the results of such a report, with or without notice. As a Service Professional, you agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports from BIDtorium's vendors. Please see our Privacy Policy for more information. Service Professionals agree to inform BIDtorium of any material criminal convictions that occur after any such reports are run.

ACCOUNT REGISTRATION AND OTHER SUBMISSIONS
Users may access the Platform without registering for an account. To access and participate in certain features of the Platform, you will need to create a password-protected account ("Account"). You may register for an Account using certain third-party account and log-in credentials (your "Third-Party Site Password"), such as your Facebook or Google credentials. Please note that your Third-Party Site Password may be subject to such third-party's terms and conditions and privacy policy. We do not control any such third-party's use of your Third-Party Site Password or their use of your information. You agree to provide accurate, current, and complete information during the registration or request submission process and at all other times when you use the Platform, and to update information to keep it accurate, current, and complete. You are solely responsible for safeguarding your BIDtorium password and, if applicable, your Third-Party Site Password. You are solely responsible for all activity that occurs on your Account, and you will notify BIDtorium immediately of any unauthorized use. BIDtorium is not liable for any losses by any party caused by any unauthorized use of your Account. You are liable for the losses of BIDtorium or others due to any unauthorized use of your Account related to your failure to comply with these Terms. Your Account is non-transferable except with BIDtorium's written permission and in accordance with BIDtorium policies and procedures (as may be provided and updated from time to time).Please note that if you provide any personal information to a third party or direct us to share your personal information with a third party, such third party's use of your personal information is subject to such third-party's terms and conditions and privacy policy. You hereby acknowledge that we are not liable for any such third party's use of your personal information.

‍YOUR LICENSE TO USE THE PLATFORM
Subject to your compliance with these Terms, BIDtorium grants you a limited, non-exclusive, revocable, non-transferable, non-assignable, and non-sublicensable license to reproduce and display Collective Content (excluding any software source code) solely for your personal and non-commercial use and only in connection with your access to and participation in the Platform. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform or Collective Content, except as expressly permitted in these Terms. The Platform and Collective Content are provided to you as is. The Platform and Collective Content are only for personal or internal business use. You may not use the Platform or Collective Content in any way that is unlawful, that violates these Terms of Use, or that harms us or any other person or entity. If you download or print a copy of Collective Content for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise regarding any intellectual property rights owned or controlled by BIDtorium or our licensors, except for the licenses and rights expressly granted in these Terms.

‍USER CONTENT
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content. The contents of private messaging through the Platform will not be used by BIDtorium in public advertising. By making available any User Content on or through the Platform, you hereby grant to BIDtorium a worldwide, irrevocable, perpetual, non-exclusive, transferable, assignable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise utilize such User Content on, through, by means of or to promote, market or advertise the Platform or Pro Services, or for any other purpose in our sole discretion and in accordance with applicable law. In the interest of clarity, the license granted to BIDtorium will survive termination or expiration of these Terms, the Platform, or your Account. BIDtorium does not claim ownership rights in your User Content and nothing in these Terms will be deemed to restrict rights that you may have to use and exploit any such User Content submitted, posted, uploaded, published, or transmitted on or through the Platform by you.You acknowledge and agree that you are solely responsible for all User Content that you make available on or through the Platform. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available on or through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to BIDtorium the rights in such User Content, as contemplated under these Terms; and (b) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or BIDtorium's use of your User Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third-party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. While BIDtorium has no obligation to do so, you agree that BIDtorium may edit and/or withdraw your User Content, and you understand it remains your sole responsibility to monitor your User Content and ensure that such edited Content is accurate and consistent with your representations and warranties in these Terms.BIDtorium reserves the right, at any time and without prior notice, but is under no obligation, to remove or disable access to User Content that we, in our sole discretion, consider to be objectionable, in violation of these Terms or otherwise harmful to the Platform or Users, or for any other reason in our sole and absolute discretion.If you believe that any User Content infringes any copyright that you own or control, please see our Copyright & DMCA Policy for more information.

‍PROHIBITIONS
As a User of the Platform, you may not, and represent and warrant that you will not:Use another person's Account, misrepresent yourself or Pro Services offered through the Platform, misrepresent your identity or qualifications, misrepresent a project or other information in a quote request, post Content in any inappropriate category or areas on the Platform, or otherwise commit fraud;Use any automated system including but not limited to robots, spiders, offline readers, or scrapers to access the Platform for any purpose without BIDtorium's prior written approval; provided, that




‍
‍