Software User Agreement, Terms, and Conditions

1. SolBid promotes, markets, sells, and provides ancillary services for commercial and industrial renewable energy projects, including, but not limited to, photovoltaic solar energy systems, inclusive of photovoltaic system design, electrical engineering, structural engineering, and procurement of PV system equipment (“Services”). Some of the Services are provided via an online service using proprietary software (“Platform”). The Platform consists of websites and software used for project design, estimating, proforma generation, and tracking.
2. The Company wants to use the Platform to generate renewable energy project designs, estimates, and proformas for SolBid’s Services with the intention of either purchasing SolBid’s Services directly or selling SolBid’s services to the Company’s Customers.

Terms and Conditions

1. License to Use the Platform
   1. Grant of License. During the term of this Agreement, SolBid grants the Company the non-exclusive, non-transferable, and not sub-licensable license to use the Platform, limited to Company’s internal use. Such license includes the right to use manuals, handbooks, and guides relating to the Platform provided by SolBid to Company, either electronically or in hard copy form, or as available at www.solbid.com (collectively, the “Documentation”).
   2. User Restrictions. Company shall not use the Platform for any purposes beyond uses stated in this Agreement, Company shall not at any time, directly or indirectly, and shall not permit any user to:
      1. copy, modify, or create derivative works of the Platform or Documentation, in whole or in part;
      2. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or Documentation;
      3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part;
      4. remove any proprietary notices from the Platform or Documentation; or
      5. use the Platform or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
   3. Reservation of Rights. SolBid reserves all rights not expressly granted to the Company in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Company or any third party any intellectual property rights or other right, title, or interest in, or to, the Platform and all intellectual property associated with the Services and Platform.
   4. Company Responsibilities.
      1. Company is responsible and liable for all uses of the Platform and Documentation resulting from access provided by SolBid, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Company is responsible for all acts and omissions of its employees, contractors, or agents, and any act or omission by them that would constitute a breach of this Agreement if taken by Company. Company shall use reasonable efforts to make all users of the Platform aware of this Agreement's provisions and shall cause its users to comply with such provisions.
   5. Company Control and Responsibility. Company has and will retain sole responsibility for:
      1. its information, data, and other content, in any form or medium, including data that is collected, downloaded, or otherwise received, directly or indirectly, from the Company via the Services, or the Platform, or that incorporates or is derived from the processing of such information, data, or content by or through the Services, including its content and use;
      2. its information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Company or through the use of third-party
      3. its security and use of the Services and the Platform.
   6. Service and System Control. Except as otherwise expressly provided in this Agreement, as between the Parties:
      1. SolBid has and will retain sole control over the operation, provision, maintenance, and management of the Services and Platform; and
      2. Company has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Company or through the use of third-party services, and sole responsibility for all access to and use of the Services and Platform by Company and any person using the Services or Platform under the license granted by this Agreement, including any:
      1. information, instructions, or materials provided by any of them to the Services or Platform;
      2. results obtained from any use of the Services or Platform; and
      3. conclusions, decisions, or actions based on such use.
   7. Technical Support Description.
      1. SolBid will provide Company support (“Technical Support”) between the hours of 9-5pm Eastern Time, Monday-Friday, excluding U.S. national holidays. Authorized Users will make Technical Support requests by submitting a request via SolBid’s customer service web portal or chat bot. The Technical Support staff shall provide a response within 48 hours during the Technical Support hours listed above to the request and notify the requester of an estimated resolution time that is commercially reasonable based on the severity of the problem.
      2. Feature requests will be taken into consideration, but SolBid is under no obligation to make updates or changes, or to respond to the requester.
   8. Changes. SolBid reserves the right, in its sole discretion, to make any changes to the Services and Platform that it deems necessary or useful to maintain or enhance:
      1. the quality or delivery of SolBid's services to Company; or
      2. the competitive strength of, or market for, the Services and the Platform; or
      3. the Services or Platform’s cost efficiency or performance; or
      4. to comply with applicable Law.
   9. Suspension or Termination of Services. SolBid may, directly or indirectly, and by use of any other means, suspend, terminate, or otherwise deny the Company's, any authorized user's, or any other person's access to or use of all or any part of the Services or Platform, without incurring any resulting obligation or liability, if:
      1. SolBid receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires SolBid to do so; or
      2. SolBid believes, in its sole discretion, that:
      1. Company has failed to comply with any term of this Agreement, or accessed or used the Services or Platform beyond the scope of the rights granted under, or a purpose not authorized under, or in a manner that does not conform to this, Agreement;
      2. has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities or
      3. this Agreement expires or is terminated.
   10. No Warranty.
       1. The Services, Platform, Documentation, and all related intellectual property are provided as-is and without any guarantee of any level of service. SolBid makes no representations or warranties and to the maximum extent permitted by law disclaims any implied warranties, such as merchantability or suitability for a particular purpose.
       2. SolBid will use commercially reasonable efforts to make the Platform available, but is under no obligation to maintain any standard of service related to the Platform, or its usability, or availability.
2. Trademark Use
   1. Company grants SolBid a non-exclusive, non-transferable, and non-sublicensable license to use the Company’s name and logo within its Platform and website, but for no other purpose.
   2. The Company acknowledges that SolBid is authorized to obtain a copy of the Company’s logo either directly or indirectly at the time of account creation setup solely for use in the Platform for account setup, including during the trial period. On expiration, or earlier termination, of this Agreement, SolBid shall promptly discontinue all use of Company trademarks.
3. Expenses
   Each Party shall pay its own expenses related to its performance of its obligations, and related work, under this Agreement.
4. Software Limited Use Trial
   1. SolBid can grant, at its discretion, a limited use free trial to the Company. During this period, access to certain software features may be restricted and the duration of this trial period is up to the sole discretion of SolBid. During the trial period, the Company:
   2. During the trial period, the Company:
   1. is excluded from the terms and conditions set forth in Section 5;
   2. is excluded from the terms and conditions set forth in Section 2.1;
   3. shall adhere to the terms and conditions of this agreement in its entirety, except for those terms excluded per this section.
   3. Trial Expiration.
   4. SolBid shall deliver email notification to the Company upon the conclusion of the Trial period. Subsequent to the issuance of this notification, the provisions, terms, and conditions outlined in this agreement will be fully activated and enforceable. Following the termination of the Trial period, upon the Company's next login to the SolBid platform, this action will be considered as their electronic acceptance of the full terms and conditions of this agreement. This electronic acceptance signifies the commencement of the Company's adherence to the complete scope of the agreement as stipulated herein.
5. SolBid Subscription Fee for use
   1. In exchange for access to the full-featured version of the Platform and accompanying Documentation, the Company agrees to remit payment to SolBid for the subscription fee (hereinafter referred to as “Fees”). These Fees are payable annually, every twelve (12) months, in accordance with the invoice issued by SolBid. Failure to comply with these payment terms may result in the restriction or termination of the Company’s access to the Platform.
   2. The Annual Subscription Fees set forth by SolBid, which are subject to change at SolBid’s discretion, are outlined below. These fees are applicable based on company sizes, defined in accordance with the U.S. Small Business Administration's size standards:
      1. Small Business - $1,995.00 (Includes one (1) Authorized User Seat)
      2. Mid-Market - $5,995.00 (Includes three (3) Authorized User Seats)
      3. Enterprise - $9,995.00 (Includes five (5) Authorized User Seats)
   3. Authorized Users
      1. During the Term of this Agreement, SolBid hereby grants Company a renewable, irrevocable (unless this Agreement is terminated as provided for herein), nonexclusive, non-transferable, license for authorized users designated by Company (each an “Authorized User”) to access and use the Platform.
   4. Changes to Number of Authorized Users
      1. The Company has the flexibility to modify the number of Authorized Users as needed. Adjustments can be made by simply adding a new Authorized User directly in the Platform. In the event that the Company chooses to alter the number of Authorized Users beyond what is specified in the initial SolBid invoice, SolBid will issue a new invoice reflecting the Additional Authorized User Fees. These fees will be pro-rated for the remainder of the current twelve (12) month term, calculated based on the rates specified in Section 5.3.3.
      2. Unless otherwise agreed upon in writing, SolBid will not issue refunds or reimbursements for any additional Authorized User seats if the Company decides to reduce the number of Authorized Users at any point during the term.
      3. Additional Authorized Users
      1. Per each Additional Seat: $500.00
   5. In return for the full-featured use of the Platform and Documentation, Company shall pay SolBid the subscription fee (“Fees”) as invoiced by SolBid to the Company, otherwise Company Platform access can be restricted or terminated.
   6. Payment
   1. Company shall make payment of Fees within thirty (30) days after receipt of the invoice electronically provided by SolBid.
6. Commitment for Pre-construction Services
   1. In addition to the comprehensive solar PV (photovoltaic) energy software Platform, SolBid provides certain pre-construction services that encompass solar project administrative services, photovoltaic design, electrical engineering, utility interconnection application submittals and tracking, construction request for bid management, structural and civil engineering, and major PV system equipment sourcing (PV modules, electrical inverters, mounting systems, and monitoring data acquisition systems) (“Services”). The Services shall be provided by SolBid to Company or Company’s Customer’s under a separate purchase and services agreement executed.
   2. Company acknowledges that by using the Platform to evaluate solar energy projects (each, a “Project”) designs, costing, or financial projections for commercial and industrial facilities (each, a “Location”), Company shall (i) to use best efforts to engage SolBid for the Services with respect to each such Project and Location at the rates generated by the Platform for such Project, and (ii) shall not share SolBid’s intellectual property (designs, costing or financial projections) with any third party solar provider (“Commitment”).
   3. Company shall promptly notify SolBid, either through the Platform (if accessible) or via email of the election to procure the Services for each Project. In cases where the Company chooses to procure the Services from a vendor other than SolBid, either in its own capacity or as an agent for its Customer, Company shall promptly notify SolBid via email and a solar developer fee (“Developer Fee”) of $0.10 per DC PV watt installed at each such Location for each such Project, and measured by the the PV module manufacturer’s total Project nameplate PV DC panel capacity, shall by applicable. This fee shall be paid to SolBid by Company within thirty (30) days of the Project obtaining conditional interconnection approval from its electric utility. If the fee is not fully paid within thirty (30) days of becoming due, the Company will incur a monthly late charge, calculated at the U.S. Prime rate, on the outstanding amount from the thirty-first (31st) day until the fee is completely settled. This condition applies regardless of whether the Company directly engages in, purchases, represents, or acts as an agent for a customer in connection with the solar Project through another vendor. The obligations of the Company to SolBid and the rights of SolBid under this Section 6 remain enforceable for one (1) year beyond the termination or expiration of this Agreement. SolBid may conduct independent investigations to confirm Company’s compliance with the obligations under this Section and the Commitment, and Company hereby agrees to cooperate, in good faith, with SolBid in such investigations.
   4. Notwithstanding the provisions of Section 6.3, the Company shall be exempt from the obligation to pay the Developer Fee if the Company's Customer independently elects to engage a different vendor for the solar Project, and the Company is not receiving any form of compensation, either directly or indirectly, for this election. This exclusion applies only if the Company has no participatory role, either as a purchaser or as an agent, in the customer’s decision to select an alternative vendor for the Project. Upon SolBid’s request, the Company shall promptly provide documentation and other evidence, satisfactory to SolBid in its sole discretion, confirming that its involvement in the Project satisfies the exclusion stated in this section 6.4. In any dispute the Company has the burden of proof that a Project qualifies for the exclusion stated in this section 6.4.
7. Data Privacy
   SolBid is committed to protecting the privacy and security of our customers' data. SolBid collects and processes customer data solely for the purpose of providing our Services and improving our products. SolBid does not sell or share customer data with third parties for marketing purposes. SolBid implements appropriate technical and organizational measures to ensure the confidentiality, integrity, and availability of customer data. We also take steps to ensure that our employees and contractors who have access to customer data are trained on data privacy and security best practices.
   1. Aggregated Statistics.
      Notwithstanding anything to the contrary in this Agreement, SolBid may monitor Company's use of the Platform and collect and compile data and information related to Company's use of the Platform in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform (“Aggregated Statistics” All rights, title, and interest in Aggregated Statistics, and all related intellectual property rights belong to and are retained solely by SolBid. Company acknowledges that SolBid may compile Aggregated Statistics based on Company data input into the Platform. Company agrees that SolBid may:
      1. make Aggregated Statistics publicly available in compliance with applicable law, and
      2. use Aggregated Statistics to the extent and in the manner permitted under applicable law.
   2. SolBid Provided Data
      1. All data furnished to the Company by SolBid, regardless of its source, including data generated by the Platform or acquired through other means, shall be kept confidential and not disclosed to any third parties. This includes, but is not limited to, entities such as renewable energy component manufacturers, distributors, developers, consultants, Engineering, Procurement, and Construction (EPC) firms, and sales organizations. Disclosure is permissible only under two specific circumstances: (A) when the recipient is the intended final owner of the Project, or (B) when the recipient is a financial, legal, or accounting consultant contracted by the Company. Some examples, of SolBid provided data includes, but is not limited to renewable energy project:
      1. System designs, images, or layouts;
      2. Equipment or component selections;
      3. Services and equipment pricing and estimates;
      4. Financial proformas or any other financial data.
8. Appointment To Solicit Customers
   1. Non-Exclusive Solicitation Appointment
   1. SolBid grants the Company the non-exclusive right to solicit customers for its Services, including the right to use the SolBid Platform. The Company acknowledges that SolBid maintains software user agreements with multiple entities and does not grant exclusive rights to any single company for the solicitation of customers or the use of the Platform. Consequently, SolBid cannot and will not prevent any company from obtaining a subscription to SolBid's services, including for projects at the same location. Therefore, it is understood and agreed that multiple SolBid subscribers, potentially including the Company, may independently seek to provide services for the same Project using SolBid's Platform and Services. This arrangement allows for open competition among all SolBid users, upholding the principle of non-exclusivity in customer solicitation and service provision.
   2. Neutral Party Position in Sales
      1. SolBid maintains a policy of non-involvement in sales-related activities between Users and potential Purchasers in scenarios where more than one User has generated a solar pro forma (referred to as "Project") for the same location.
      2. SolBid will not participate in or facilitate any sales discussions, meetings, or initial business negotiations on behalf of a User with a potential Purchaser. This policy is in place unless the User and the Purchaser are the same entity, or the User has secured a signed Letter of Intent (LOI) with the Purchaser, indicating a formal intent to engage in business.
      3. As a neutral party, SolBid is committed to ensuring the confidentiality and privacy of each User's data. Under no circumstances will SolBid share information or data from one User with another. This commitment to confidentiality is designed to uphold the integrity of the competitive process and protect the proprietary interests of all Users on the platform.
      4. Non-Interference in User Activities: SolBid will not intervene or interfere in the independent activities of the User and the Purchaser. Each party is entitled to utilize SolBid's services independently, under the terms of their respective Subscription agreements.
      5. Neutrality and Confidentiality: SolBid will maintain strict neutrality and confidentiality in dealing with both parties. SolBid will not share any data, insights, or information about one party's solar pro forma with the other. This policy is integral to ensuring a fair and unbiased platform where all subscribers can operate with confidence in the privacy and security of their data.
      6. Equal Access to Services: Both the initial User and the Purchaser who subsequently becomes a user will have equal access to SolBid's services, tools, and support. SolBid is committed to providing the same level of service and opportunity to all its subscribers, without preference or prejudice.
      7. Conflict of Interest Avoidance: SolBid is aware of the potential for conflicts of interest in such scenarios and will take all necessary steps to avoid any actions that could be perceived as favoring one party over the other.
      8. Transparency in Operations: SolBid will remain transparent in its operations and communications with both parties. Any changes in policy or practice that may affect either party will be communicated clearly and promptly.
      9. This position underscores SolBid's commitment to impartiality, equal opportunity, and the protection of user data, ensuring a balanced and equitable platform for all subscribers.
   3. SolBid shall be held harmless in cases of non-circumvention. The Company agrees that SolBid is not responsible for and shall not be liable for any direct or indirect consequences resulting from the provision of its services to multiple clients, including those competing for the same Project. SolBid's role is limited to providing a subscription-based service and Platform access. Therefore, any claims of circumvention or conflict arising from multiple entities engaging the same Project through SolBid's Platform and Services shall not be ascribed to SolBid, and SolBid shall be indemnified and held harmless in such instances.
   4. Promotion and Marketing
      1. If the Company elects to market, advertise, or promote, the Services, Company shall do so in a manner that reflects favorably on the Services, and the good name, goodwill, and reputation, of SolBid.
      2. Company shall not use SolBid’s name or logo in any promotional or marketing materials without prior written approval from SolBid.
      3. Company shall not modify or alter any SolBid provided promotional or marketing materials without prior written approval from SolBid.
      4. Company shall observe all reasonable directions and instructions provided by SolBid in relation to the marketing, advertising, and promotion of the Services.
      5. Company shall not make any materially misleading, or untrue, statements concerning SolBid or the Services.
      6. Company shall promptly notify SolBid of any complaint or adverse claim about SolBid or the Services.
9. Company Sales Commissions
   Shall the Company sell SolBid services to a Customer in return for a commission from SolBid, SolBid shall pay Company as stated in this Section.
   1. Company Commission from SolBid Services
      1. In the event that the Company sells SolBid’s Services to a Customer; and
      2. the sale is derived from a SolBid Approved proposal generated in the Platform by the Company (“PSA”); and
      3. the Customer of the Company executes the SolBid Purchase and Services Agreement; and
      4. SolBid accepts the Customer executed PSA; then
      5. SolBid shall pay the Company the commission amount, if any, as added by Company to the proposal in the Platform as of the date the PSA was executed;
         1. following receipt of all customer project financing, engineering, utility, and local government approvals as necessary to complete SolBid’s Services; and
         2. following SolBid’s receipt of payment-in-full from the Customer per the PSA with the Customer; and
         3. The Company is, and has been, in material compliance with the terms of this Agreement.
      6. SolBid shall pay the commission to the Company within forty-five (45) days of the day on which SolBid receives final payment under the relevant PSA.
   2. No Obligation to Agree The execution of an agreement with any Customer is at SolBid’s sole discretion.
   3. No commission shall be paid
      For any PSA executed directly between SolBid and the Company. SolBid shall hold the PSA with the Company for the amount, less any commission or margin that the Company may have added to the Project in the Platform. SolBid does not provide or engage in kickback.
   4. If the Company is no longer in business on the date the sales commission is due payable. SolBid will not pay commissions to individuals and will only pay commissions to the Company entity that is in Agreement with SolBid.
   5. Survival
      SolBid’s obligation to pay a commission to the Company under this Section 5 shall survive the termination or expiration of this Agreement for twenty four (24) months for any Commissions owed to Company by SolBid before such termination or expiration, so long as the Company is still in existence and did not substantially break the terms of this agreement.
10. Limitation of Liability
    1. Waiver of Consequential Damages
       Except with respect to damages solely from third party claims related to this Agreement, and damages that result from the willful misconduct of a Party, neither Party nor its directors, officers, shareholders, partners, members, agents and employees subcontractors or suppliers shall be liable for any indirect, special, incidental, exemplary, or consequential loss or damage of any nature arising out of their performance or non-performance of their obligations under this Agreement, even if advised of such.
    2. SolBid
       The maximum liability of SolBid to Company arising out of, under, or in connection with this Agreement, and any agreement executed or contemplated to be executed with this Agreement, or any course of conduct, course of dealings, statements (verbal or written), or actions of any Party to this Agreement is the total amount of the fees stated in Exhibit A paid by Company to SolBid in the twelve month period preceding the event giving rise to the claim and any commissions owed under Section 9.
    3. Company
       The maximum liability of Company to SolBid arising out of, under, or in connection with this Agreement, and any agreement executed or contemplated to be executed with this Agreement, or any course of conduct, course of dealings, statements (verbal or written), or actions of any Party to this Agreement are the greater of:
       1. the amount due to SolBid for SolBid Services per section 6, or
       2. $10,000.00
    4. Exceptions
       This Section 10 shall not apply to damages from a Party’s fraud, gross negligence, or willful breach of this Agreement, or any related agreement between the Parties.
11. Information and Confidential Information
    1. Confidential Information
       1. During the term of this Agreement the Parties may need to disclose information, including confidential information, to each other. This information may include, but is not limited to, trade secrets, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, maps, blueprints, diagrams, flow, and other technical, financial, or business information. Such information, which may be provided in written, encoded, graphic, or other tangible, form shall be deemed to be confidential and proprietary “Confidential Information” if it is marked confidential, so identified by the disclosing Party at the time of disclosure, or by its nature a reasonable person would consider confidential. Confidential Information shall be held in confidence by the recipient Party and used only for the provision of the Services, or otherwise in the performance of this Agreement. All information related to the design and operation of the Platform, and all software provided by SolBid, is Confidential Information.
       2. Each Party shall keep the other Party’s confidential information in trust and confidence and will not disclose the confidential information to any person or entity without the prior written consent of the Party disclosing the confidential information, or as necessary to perform this Agreement.
    2. Exceptions The obligation of non-disclosure and confidentiality shall not apply to any Confidential Information:
       1. previously known to either Party free of any obligation to keep it confidential; or
       2. that has been, or which becomes, publicly known, through no wrongful act of either Party; or
       3. which is rightfully received from a third party who is under no obligation of confidence to either Party; or
       4. which is independently developed by the recipient Party without resort to the Confidential Information that has been disclosed pursuant to this Agreement; or
       5. is required to be disclosed to comply with applicable law or regulation (including without limitation, securities law purposes) or with any requirement imposed by judicial or administrative process, or any governmental or court order.
       6. However, Confidential Information disclosed as per Section 11.2.5 shall be disclosed only to the extent required, and if the recipient Party in each such instance, and before making such disclosure, first:
          1. promptly notifies the other Party of a required disclosure, or upon receipt of a governmental or court order, and
          2. cooperates with the other Party in making, if available under applicable law, a good faith effort to obtain a protective order, or other appropriate determination, against or limiting disclosure, or use, of the Confidential Information, and at no cost to the recipient Party.
    3. No Reverse Engineering
       A receiving Party shall not modify, reverse engineer, decompile, create other works from or disassemble any software programs contained in the Confidential Information of a disclosing Party unless permitted in writing by that disclosing Party. In particular, The Company shall not modify, reverse engineer, decompile, copy, create other works from, or disassemble any software provided by SolBid, the Platform, or the Services.
    4. No Warranty
       Except as expressly agreed between the Parties, neither Party makes any representations or warranties as to the information they share, including its accuracy, and to the maximum extent permitted by law disclaims any implied warranties, such as merchantability or suitability for a particular purpose.
    5. Ownership
       Information disclosed by a Party under this Agreement shall remain the property of the disclosing Party. In particular, any design, proposal, or marketing materials obtained from the Platform or provided by SolBid are the property of SolBid.
    6. Survival
       Each Party’s obligations under this Section 7 shall survive for a period of two (2) years from the expiration or termination of this Agreement.
12. Term and Termination
    The initial term of this Agreement is twelve (12) months from the Effective Date. It shall renew on an annual basis unless one Party delivers a written non-renewal notice to the other Party before the end of the term. This Agreement may be terminated by either Party upon written notice to the other Party, and by SolBid immediately if the Company has any outstanding fees per section 5.
13. Independent Contractor
    Company is an independent contractor, and nothing contained in this Agreement shall be construed to make Company an employee of SolBid, or the Parties to be partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.
14. Miscellaneous
    1. Changes to Agreement
       This Agreement contains the sole and entire agreement between the Parties related to its subject matter. This Agreement may only be modified in writing executed by both Parties. Should any provision of this Agreement be deemed illegal or otherwise unenforceable, that provision shall be severed and the remainder of this Agreement shall remain in full force and effect.
    2. Notices
       1. Each Party consents to receive all notices, requests, or statements required by this Agreement via email.
       2. Notice by email will be deemed to have been received when such e-mail is acknowledged by the recipient. Automated receipt responses generated by the recipient’s email system do not constitute receipt of such notice.
       3. If either Party fails to promptly acknowledge such email notification then Notice may be affected via Certified U.S. Mail, return receipt requested, or via hand delivery, or courier. Such Notice shall be effective five (5) days after mailing, if mailed, or on date of delivery if via hand delivery. Delivery shall be addressed to the addresses found on the signature page of this agreement, unless there has been a change in address by one of the parties and they have provided written notice.
    3. Legal - Governing Law and Jurisdiction
       This Agreement shall be governed by and construed under the laws of Massachusetts, without regard to its conflict of laws and provisions. In the event any action is brought to enforce any of the provisions of this Agreement, the Parties agree to exclusive in personam jurisdiction in the Superior Court for Suffolk County, Massachusetts, or in the United States District Court of Massachusetts, and agree that in any such action, venue shall be exclusively with those courts.
    4. JURY TRIAL WAIVER
       EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY TO THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO EACH OF THE PARTIES FOR ENTERING INTO THIS AGREEMENT.
    5. Injunctive Relief
       The Parties agree that remedies at law may be inadequate to protect against any actual or threatened breach of this Agreement. In the event of any breach or threatened breach, either party shall have the right to apply for the entry of an immediate order to restrain or enjoin the breach and otherwise specifically to enforce the provisions of this Agreement in any court of competent jurisdiction, worldwide, over a Party or a Party’s assets. The Parties further waive any requirement that any Party furnish any bond or other security, and agree that to the extent a bond is required by law, it shall be one hundred dollars ($100.)
    6. Integration
       This Agreement is the complete agreement between the Parties regarding its subject matter, and supersedes any earlier agreements or oral or written understandings between the Parties.
15. Electronic Acceptance
    1. By clicking “Accept”, “Agree”, or “Approve” within the SolBid Platform, the Company is performing it’s electronic submission, which shall constitute a valid and binding mark, with the same force and effect as a physically signed original, Company agrees, acknowledges and consents to the terms of this Agreement and to the electronic delivery and acceptance thereof and all exhibits, documents, notices, updates, addenda and amendments related thereto, as well as any other documents to be delivered by SolBid during the Term of this Agreement. Company understands that it will need a valid e-mail address and access to the Internet, as well as the appropriate software and/or programs in order to access this Agreement electronically. or;
    2. By any user of the Company clicking “Login” on the SolBid website to gain access to the Platform, the Company is performing it’s electronic submission, which shall constitute a valid and binding mark, with the same force and effect as a physically signed original, Company agrees, acknowledges and consents to the terms of this Agreement and to the electronic delivery and acceptance thereof and all exhibits, documents, notices, updates, addenda and amendments related thereto, as well as any other documents to be delivered by SolBid during the Term of this Agreement. Company understands that it will need a valid e-mail address and access to the Internet, as well as the appropriate software and/or programs in order to access this Agreement electronically.