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, and/or MAP Co., LLC. 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.
BIDtorium Legal Policies & Governance Frame work Effective Date: [September 1, 2025] Last Updated: [January 1, 2026] 1. TERMS AND CONDITIONS OF USE 1.1 Platform Purpose BIDtorium is a decision intelligence and automated compliance platform that governs how work is solicited, evaluated, awarded, executed, and paid across enterprise procurement and residential construction. The platform standardizes bids, verifies participants, automates compliance workflows, embeds contract intelligence, and manages payments through Third-Party Holding Accounts, creating a defensible, auditable system of record. 1.2 Role of BIDtorium: BIDtorium Is not a contractor, subcontractor, employer, broker, lender, surety, or fiduciary Does not perform construction work or supervise job sites Does not guarantee contract awards, job placement, performance, or outcomes BIDtorium provides governance, workflow control, verification, and payment-control infrastructure only. 1.3 User Acknowledgment & Risk Allocation By using the platform, each user expressly agrees that: BIDtorium, its parent companies, subsidiaries, officers, directors, employees, contractors, and affiliates shall not be held responsible or liable, directly or indirectly, for: Fraud, misrepresentation, or misconduct by any party Breach of contract, non-performance, or defective, performance, Conflicts between users, Labor, tax, wage, employment, or classification disputes, Regulatory or licensing violations by any party, All users assume full responsibility for their own actions, agreements, and compliance obligations. 1.4 Indemnification Users agree to defend, indemnify, and hold harmless BIDtorium and its affiliates from any claims, losses, liabilities, damages, penalties, or legal fees arising from: Their use of the platform Their contracts, bids, employment decisions, or payment obligations Any violation of law or third-party rights 1.5 Governing Law. These Terms are governed by the laws of the State of Michigan, unless superseded by a public-sector Master Services Agreement (MSA).
2. PRIVACY POLICY 2.1 Data Collected BIDtorium may collect: Personal identifiers (name, email, phone) Business credentials (licenses, insurance, EIN) Employment and workforce data Bid, contract, and transaction records Payment metadata (via Third-Party Holding Account providers) Usage, audit, and system logs 2.2 Purpose of Collection Data is collected to: Verify identity, eligibility, and compliance Govern procurement, awards, and payments Reduce fraud, disputes, and audit exposure Create auditable records for public and private entities Support sales, marketing, and outreach activities consistent with law 2.3 Data Sharing Data may be shared with: Verification and compliance vendors. Payment and Third-Party Holding Account providers, Government entities as required by law Authorized auditors and regulators BIDtorium does not sell personal data. 2.4 Data Retention Records are retained in accordance with: Contractual requirements Public-sector retention schedules, Audit, procurement, and legal obligations
3. COOKIE & DIGITAL TRACKING POLICY BIDtorium uses: Essential cookies (security, authentication) Analytics cookies (performance, reporting) Marketing cookies (campaign measurement)Cookies support system integrity, auditability, and lawful sales and marketing operations.
4. COMMUNICATIONS POLICY (EMAIL, SMS,OUTREACH)By using the platform, users consent to receive: Transactional notices. Compliance and verification messages. Platform updates, Sales, partnership, and marketing communications. All communications comply with: CAN-SPAM Act, TCPA, Applicable state consumer-protection laws Opt-out mechanisms are provided where legally required.
5. THIRD-PARTY HOLDING ACCOUNT &DISPUTE RESOLUTION ADDENDUM 5.1 Payment Governance BIDtorium may facilitate payments via Third-Party Holding Accounts administered by regulated third-party providers. Funds are released only upon verified milestone completion BIDtorium does not hold, control, or commingle funds BIDtorium is not a financial institution 5.2 Dispute Resolution. Disputes are first addressed through platform-based, documentation and verification. BIDtorium may provide procedural dispute workflows. BIDtorium is not an arbitrator or adjudicator. Legal disputes remain between contracting parties.
6. ENTERPRISE PROCUREMENT ADDENDUM Applicable to governments, utilities, land banks, developers, and enterprises. 6.1 Decision Governance BIDtorium provides: Standardized bid structures. Objective evaluation criteria. Vendor verification and compliance checks. Full audit trails from solicitation to close-out. 6.2 No Delegation of Authority Use of BIDtorium does not: Delegate procurement authority. Replace internal approval processes. Override statutory procurement requirements.
7. HUD / SECTION 3 / PUBLIC-SECTORCOMPLIANCE POLICY BIDtorium supports, but does not replace, public-sector compliance obligations, including: HUD Section 3 tracking and reporting. Local hiring and workforce participation. Minority- and women-owned business participation. Prevailing wage documentation. Transparency and audit readiness. Responsibility for compliance remains with the contracting entity and vendors.
8. FOIA & RECORDS RETENTION 8.1 Public Records For public entities: Platform records may constitute public records BIDtorium will reasonably cooperate with FOIA requests as required by law. Disclosure obligations remain with the public entity unless otherwise stated in an MSA. 8.2 Retention Records are retained according to: Statutory requirements. Contractual obligations. Audit and compliance needs
9. MSA-SPECIFIC PUBLIC-SECTOR CLAUSES When operating under an executed MSA: MSA terms supersede platform Terms where conflicts exist Sovereign immunity is preserved No waiver of governmental authority No assumption of public-sector fiduciary duties Insurance and indemnification governed by MSA
10. PLAIN-LANGUAGE CONSUMER SUMMARY What BIDtorium Does Helps structure bids and projects clearly. Verifies participants. May use Third-Party Holding Accounts to control payments. Releases funds only when work is verified What BIDtorium Does Not Do: Does not hire workers. Does not guarantee work or payment. Does not resolve legal disputes. Is not responsible for fraud or breach by users.
11. RFP-READY COMPLIANCE LANGUAGE BIDtorium provides a decision intelligence and automated compliance platform that standardizes procurement workflows, verifies vendors, embeds contract intelligence, and governs payments through Third-Party Holding Accounts. The platform creates a fully auditable system of record from solicitation through close-out, reducing fraud risk, audit exposure, and operational inefficiency. BIDtorium does not replace statutory procurement authority or assume responsibility for contractor performance, but provides infrastructure that enforces policy, transparency, and accountability.
12. OTHER: USER CONTENT POLICY By submitting User Content, you grant BIDtorium a worldwide, irrevocable, perpetual, royalty-free, transferable, sublicensable license to use such content for Platform operation, promotion, analytics, and services. This license survives account termination. Users retain ownership of their content.
12.1 INSURANCE & INDEMNITY (PUBLIC-SECTOR SCHEDULE): Insurance (As Applicable) Commercial General Liability Workers’ Compensation Professional Liability (where required) 12.2 Indemnification. Users agree to indemnify and hold harmless BIDtorium from claims arising from their conduct or submissions.
12.3 Disclaimers & Limitation of Liability BIDtorium, its affiliates, officers, directors, and partners shall not be responsible or liable for: Fraud, misrepresentation, or omissions by any user Breach of contract between users Conflicts, disputes, or performance failures Employment, labor, tax, or regulatory violations. By using the Platform, you expressly agree not to hold BIDtorium, its companies, or affiliates liable in any way, shape, or form for disputes, fraud, conflicts, or breaches arising between users.
12.4 Prohibited Conduct Users may not: Submit false, misleading, or fraudulent information, Circumvent Platform controls or compliance safeguards, Use the Platform for unlawful discrimination Misrepresent credentials, licensure, or authority, Attempt to bypass Third-Party Holding Account mechanisms.
12.5 Security: BIDtorium may use a Third-Party Holding Account model to protect funds and reduce fraud, misuse, and audit risk. All funds are held by independent, regulated financial institutions and are never held, controlled, or commingled by BIDtorium. BIDtorium’s role is limited to governing payment logic, defining milestones, verifying non-financial completion criteria, and authorizing releases, while maintaining a complete, auditable system of record. This structure enforces separation of duties and ensures funds are released only when contractual conditions are met. The model includes strict access controls, milestone-based releases, fraud monitoring, and immutable audit logs suitable for public-sector review, including HUD Section 3, municipal, utility, and land bank requirements. In the event of a dispute, funds remain secured in the Third-Party Holding Account until resolution, and BIDtorium does not adjudicate liability or assume financial responsibility. By design, users agree that BIDtorium and its affiliates are not responsible for fraud, breaches of contract, or disputes between parties, ensuring clear risk allocation while preserving transparency, accountability, and trust in high-risk transactions. 13. FINAL DISCLAIMER Use of BIDtorium constitutes agreement that: BIDtorium and its affiliates are not liable for acts, omissions, fraud, conflicts, or breaches by users. Users waive claims against BIDtorium arising from third-party conduct. Responsibility for compliance, performance, and payment remains with the contracting parties.
