Public Purchase: User Agreement

THE PUBLIC GROUP, LLC

USER AGREEMENT

This User Agreement is a contract between you ("you" or "your") and The Public Group, LLC, a Utah limited liability company that sometimes does business as "Public Purchase" ("Public Purchase", "We" or "Us"), and governs your use of www.publicpurchase.com and related websites (collectively, the "Site") and the services provided through the Site and otherwise (the "Services"). As a condition to accessing and using the Site and Services, Public Purchase requires that You review and accept this User Agreement.

BY REGISTERING TO USE THE SITE AND THE SERVICES, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT WITH PUBLIC PURCHASE. IF YOU DO NOT AGREE TO ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS THE SITE OR OTHERWISE USE THE SERVICES OR THE SITE.

1. YOUR OBLIGATIONS

1.1. Eligibility. You shall not use our Services unless You are at least 18 years of age, are mentally competent, and can form legally binding contracts under applicable law. You shall not assign or transfer Your account or user identification to any other party.

1.2. Scope of Use for Vendors. If You are registering on the Site as a Vendor, You agree as follows:

(a) No contingency to Your bid exists other than those stated in the listing at the time of sale.

(b) You may not retract, amend or modify a bid without prior approval by the Buyer.

(d) You are a real person or entity, with a verifiable address, telephone number and email address as provided to us.

(e) You are dealing in good faith and are not attempting to defraud, cheat, or wrong Public Purchase or any Buyer.

(f) You are fully capable of delivering the goods and services for which You submit a bid and are fully capable of delivering the goods and services on time.

1.3. Scope of Use for View Only Users. If You are registering on the Site as a View Only User, You agree as follows:

(a) You are accessing the site for the sole purpose of identifying government agency requests for bids, proposals, or other opportunities posted on the Site.

(b) You shall limit information from the Site that You provide to other parties to (i) the name of the agency requesting a bid, solicitation, or other proposal (collectively the "Solicitation"); (ii) the name of the Solicitation; (iii) a description of the Solicitation; (iv) bid documents with watermark (v) and the last day on which an agency will accept a response to the Solicitation.

(c) You shall not remove or alter the watermark placed on bid documents, nor republish the information contained in bid documents so as to eliminate or avoid the watermark.

(d) You shall credit Public Purchase as the source of any information obtained from the Site and refer vendors to Public Purchase for complete Solicitation documents or to respond to a Solicitation.

(e) You shall not charge others a fee to access or receive notices regarding information about bids, solicitations, or other proposals that You obtain from our Site.

(f) You are not a competitor of Public Purchase and are not using the Site and Services to compete with Public Purchase.

1.4. Accuracy and Nature of Your Information. You are solely responsible for all information You provide to us, Buyers, or other users on our Site ("Your Information"). We act as a passive conduit for the online distribution and publication of Your Information. You agree that Your Information (i) will not be false, inaccurate, or misleading; (ii) will not violate any law, statute, ordinance or regulation; and (iii) will not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing. In providing Your Information, You grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to use and exercise the copyright, publicity, and database rights You have in Your Information for purposes of facilitating the communications and transactions made through our Site.

1.5. Fees. Public Purchase charges no fees for You to register to make bids or sales or to obtain information from the Site. However, Public Purchase may charge for other Services as shown on the Site. Our fees might change on one or more occassions. You are responsible for paying all fees and any applicable taxes incurred by Your use of the Site and Services in a timely manner and with a valid payment method. If Your payment method fails or Your account is past due, we may collect fees owed using other collection mechanisms.

1.6. No Disruption to Our Site or Services. You agree not to attempt any action that might disrupt our Site or our Services. Among other things, You agree that (i) Your Information and all other input on our Site will not contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other software, devices, files or routines that might damage, interfere with, copy, reproduce, intercept or expropriate any system, data or personal information; (ii) You will not create liability for us or cause us to lose (in whole or in part) the services of our Internet Service Providers or other vendors; (iii) You will not use our Site to obtain e-mail addresses for bulk e-mail solicitations or otherwise; (iv) You will not reverse engineer any of our Services, programs, or infrastructure; (v) You will not use any robot, spider, other automatic device, or manual process to monitor, copy or reproduce our web pages or the content contained herein without our prior express written permission; and (vi) You will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.

1.7. User Password. During the registration process, You will select a username and a password. You agree that You are solely responsible for preserving the confidentiality of Your username and Your password and all activities and charges related to the use of Your password, including unauthorized use. You agree not to furnish Your username, password or other information to any other party for use of the Site and the Services. You agree to notify Public Purchase immediately of any unauthorized use of Your personal password or username and any other breach of security regarding the Services.

1.8.Consent to E-Mail Correspondence from Public Purchase. You hereby agree that we may send future correspondence to You via electronic mail ("e-mail") that notifies You of solicitations for bids or proposals or other matters that we believe might interest You. Any e-mail correspondence to You (i) will be clearly and conspicuously identified as sent by Public Purchase; and (ii) will clearly and conspicuously display a functioning return e-mail address to enable You to reply to Public Purchase.

1.9. Electronic Signature. You are notified by this statement that Your consent to these terms and conditions by checking the box indicating Your agreement to be bound to these terms, meets the requirements of Section 101(c) (1) (C) (ii), the Consumer Consent Provision, of the Electronic Signatures in Global and National Commerce Act (ESIGN). You may print these terms and conditions, but they are subject to change by Us. Changes to the terms and conditions will be effective from the time they are placed on our web site, in the terms and conditions section of the site, or any other section where they might appear.

2. USER UNDERSTANDINGS AND OBLIGATIONS

In bidding or selling items on our Site or otherwise accessing our Site and Services in any way, You represent, warrant and agree to the following:

2.1. Deposits. We or the Buyer may require an earnest money deposit prior to or during bidding on certain items. Any such deposits from You will be retained and applied to the pending invoice or to any past due balances owed by You. Any deposits taken from non-winning bidders will be returned.

2.2. At the close of a transaction in which You are selected to deliver goods or services to a Buyer, You agree to provide the goods and services in accordance with the terms requested by the Buyer.

2.3. Failure to Complete Transaction. If You fail to complete a transaction for which You submitted a winning bid, We may use any or all of the following remedies:

(a) We may charge You a default fee of $200;

(b) We may require you to complete the transaction through specific performance or sue You for damages;

(d) Buyer may purchase the goods or services from another Vendor and charge all losses and expenses incidental thereto to You; and

(e) any bid deposit will be immediately forfeited and applied against any such losses, expenses, penalties, and fees.

2.4. You shall comply with all applicable laws, statutes, ordinances and regulations regarding Your use of our Site and Services and the submission of bids or proposals. Bidding on a good or service with the intent not to complete the transaction or causing disruption to the process in any way and not completing the transactions will be considered in most jurisdictions as fraud and may be prosecuted to the fullest extent of the law.

3. LIABILITY LIMITATIONS AND RELEASES

3.1. Absence of Liability. You will not hold Public Purchase responsible for actions or inactions of Buyers or other users, including the quality or condition of the information posted. You acknowledge that we are not the Buyer of goods and services sold through our Site. Instead, the Site provides a marketplace for users to offer, sell, and buy items of all kinds in a variety of pricing formats and venues. We are not involved in the actual transaction between You and Buyers. You are responsible for any information from our Site that You provide to another person. We act as a passive conduit for the online distribution and publication of information posted by government bodies and are not responsible for errors or omissions in information. We have no control over and do not guarantee such things as the accuracy or completeness of the solicitations for goods and services, the ability of Buyers to buy goods or services, or the actual completion of a sale by You, even upon a successful bid by You. Without limitation of the generality of the foregoing, we will not be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with the Site, Services, or this agreement.

3.2. Disclaimer of Warranties. THE SITE AND SERVICES, INCLUDING ALL CONTENT, FUNCTIONS, MATERIALS AND INFORMATION ON OR ACCESSED THROUGH THE SITE OR SERVICES, ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. PUBLIC PURCHASE DISCLAIMS ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, DATA ACCURACY, SYSTEM INTEGRATION, OR QUIET ENJOYMENT. PUBLIC PURCHASE DOES NOT WARRANT THAT THE SERVICES, FUNCTIONS, FEATURES OR CONTENT WILL BE FUNCTIONAL, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. PUBLIC PURCHASE MAKES NO WARRANTY THAT THE SOLICITATIONS FOR BIDS OR PROPOSALS, THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OR GUARANTEES THAT ANY PARTICULAR REQUEST FOR BIDS OR PROPOSALS WILL BE CONSUMMATED, EVEN THOUGH YOU WERE THE SUCCESSFUL POTENTIAL VENDOR. PUBLIC PURCHASE MAKES NO WARRANTY OF ANY KIND REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES. PUBLIC PURCHASE EXPRESSLY DISCLAIMS ANY ENDORSEMENT OR WARRANTY OF ANY REQUEST FOR BIDS OR PROPOSALS MADE ON OR THROUGH THE SITE OR THE SERVICES, AND ANY RESPONSIBILITY FOR ANY MISREPRESENTATIONS OR BREACHES COMMITTED BY ANY BUYER OR OTHER USER.

3.3. Interruption of Service. Public Purchase is not responsible for any damages or losses related to any system errors or interruptions affecting its Site and the processing of any bids, auctions, or sales. You understand and acknowledge that the Site and our Services might be unavailable unexpectedly.

3.4. Third Party Links. The Site might contain links to other websites or resources for Your convenience in locating related information and services. You acknowledge and agree that Public Purchase is not responsible or liable for (i) the availability or accuracy of such sites or resources, or (ii) the content, advertising or products on or available from such sites or resources. The inclusion of any link on the Site does not imply that Public Purchase endorses the linked site. You use the links at Your own risk.

3.5. Release. If You have a dispute with a Buyer or another vendor or user of our Site, You release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. You will settle all disputes with other users of our Site without our involvement, and we will have no liability whatsoever arising from communications made or transactions effected through our Site. If You are a California resident, You waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

3.6. Resolution of Disputes by Arbitration. You shall resolve any dispute or claim involving Public Surplus through binding arbitration and not in court. Arbitration will be conducted by the American Arbitration Association according to its rules, and must take place in Salt Lake or Utah County, Utah. Arbitration will be conducted only on an individual basis and not as a class, consolidated or representative action.

3.7. Indemnity. You agree to indemnify, defend and hold harmless Public Purchase from and against any and all debts, liabilities, obligations, claims, suits, judgments, damages, expenses, including attorney's fees, and demands, made or incurred by any third party arising out of Your breach or alleged breach of this agreement or Your violation or alleged violation of any applicable law or any rights of a third party.

4. PRIVACY

We do not sell or rent Your personal information to third parties for their marketing purposes without Your explicit consent. We use Your information only as described in the Public Purchase Privacy Policy. We view protection of Your privacy as a very important community principle. We store and process Your information on computers located in the United States that are protected by physical as well as technological security devices. You can access and modify the information You provide us. For a complete description of how we use and protect Your personal information, see the Public Purchase Privacy Policy. If You object to Your Information being transferred or used in this way please do not use our services.

5. TERMINATION OR SUSPENSION

Public Purchase may suspend or terminate Your access to our Site and Services for any reason or no reason and without notice. Among other reasons, we may suspend or terminate Your access to our Services if (a) You breach any of the provisions of this agreement; (b) we suspect that You have engaged in fraudulent activity of any kind in connection with our Site; (c) You manipulate the price of any goods or services or interfere with another user's communications or transactions; (d) we are unable to verify or authenticate any information You provide to a Buyer or us; or (e) we believe that Your actions might cause legal liability for You, our users, or us.

6. MISCELLANEOUS

6.1. Changes to Site and Services. Public Purchase may modify, suspend or terminate any aspect of our Site and Services, including, but not limited to, content, auction features, news and information, and product categories without notice.

6.2. Record Keeping. Public Purchase cannot guarantee the preservation or maintenance of records relating to historical auction transactions and bidding activity and encourages you to keep individual records and an accounting of all activity conducted through our Site.

6.3. Notice and Communication. Unless stated otherwise, all notice and communication with You will be provided by e-mail to the e-mail address provided by You in the registration application or via posting on the Site. Notice will be deemed to have been provided 24 hours after the e-mail was transmitted by Public Purchase or the information was posted on the Site. If Public Purchase receives a message that Your e-mail is disconnected or is no longer valid, notice will be deemed to have been provided 72 hours following the mailing of a letter to Your address contained in the registration application.

6.4. Governing Law and Jurisdiction. Utah law governs this agreement, without regard to its choice of law provisions.

6.5. Severability. If any provision of this agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision is to be enforced to the maximum extent permissible and the remainder of this agreement will continue in full force and effect. But if disregarding the unenforceable provision would deprive either party of an essential purpose of this agreement, the entire agreement is to be held unenforceable.

6.6. Waiver. The failure of Public Purchase to exercise or enforce any right or provision of this agreement will not be deemed a waiver of such right or provision in the future.

6. 7. Independent Contractor Relationship. The relationship between You and Public Purchase is intended to be that of an independent contractor. No agency, partnership, joint venture or franchise relationship is implied, intended or created by this agreement.

6.8. Intellectual Property. All inventions, know how, improvements, discoveries, methods, processes, concepts, designs, ideas, prototypes, samples, drawings, blueprints, specifications, computer or intellectual property programs, methods of doing business, data in Public Purchase's databases (including but not limited to databases containing bidders, Buyers and other users of the Site and their names and contact information), systems, copyrights, trademarks, trade names, software and/or other works conceived of and/or reduced to practice or writing or otherwise relating in any way to the Site or the Services are the exclusive intellectual property of Public Purchase (the "Public Purchase IP"). In addition, all non-Buyer content contained on the Site is Public Purchase IP that is copyrighted material, and Public Purchase retains and reserves all rights and interests in the content. Public Purchase IP might be created by one of more of Public Purchase's employee(s) alone or jointly with a user or users of the Site or Services arising from the users' use and development of the Services or as a result of feedback regarding the Site or Services ("Feedback"). All right, title, and interest in any Public Purchase IP will belong to Public Purchase and will be subject to the conditions of this agreement. You hereby irrevocably assign to Public Purchase all right, title, and interest You might acquire in any Public Purchase IP, whether or not generated from Feedback. Public Purchase may file an application for intellectual property protection for Public Purchase IP. If any such Public Purchase IP is created with Your participation or Feedback, You agree to cooperate with Public Purchase to assure that such application(s) will cover, to the best of Your knowledge, all related assets, including all features of commercial interest and importance. Public Purchase IP is the sole and exclusive property of Public Purchase. You shall not use, copy, reproduce, modify, publish, transmit, distribute, display, sell, or create derivative works, without the prior written consent of Public Purchase. Except as provided in this agreement, You shall not provide access to, or information from, the Site to any other party without Public Purchase's prior written consent.

6.9. Copyrights. The Site might contain copyrighted, trademarked, or other proprietary materials that belong to third parties and are used with the owner's permission. You shall not copy, modify, distribute, or create any derivative work from such materials without prior written consent from the owner. You will indemnify and hold Us harmless, as provided for previously in this agreement, from any claim or demand made by a third party due to or arising out of Your violation of any law or rights of a third party.

6.10. The copy of the NIGP Code used on this Site is the property of NIGP, and is licensed to Periscope Holdings, Inc., and is protected under the copyright laws of the United States. Unauthorized duplication or copying is prohibited.

6.11. Trademarks. The Site and Public Purchase's tradenames, domain names and logos found on the Site are trademarks or service marks of Public Purchase. No display or use of such marks may be made without the express written permission of Public Purchase. All other designated trademarks or service marks are the property of their respective owners.

6.12. Assignment. This agreement shall not be assigned by You or by operation of law to any other person, persons, firms or corporations without the express written approval of Public Purchase. This agreement and all incorporated agreements may be assigned and delegated by Public Purchase to any party and will be assigned and delegated automatically in the event of a merger with another party.

6.13. Entire Agreement. This agreement constitutes the entire agreement between You and Public Purchase, and supersedes any previous agreements, whether oral or in writing, between You and Public Purchase relating to the subject matter hereof. Public Purchase may remove or change any aspect of this agreement at any time by providing notice to You.

6.14. No Third Party Beneficiary. The rights, duties, and obligations contained in this agreement are between You and Us and there is no intention to create in any other person the status of third party beneficiary. Any person other than You or Us receiving a benefit under this agreement is to be held to be an incidental beneficiary only.

6.15. Survival. The warranties, covenants and representations of the parties to this agreement will survive termination of this agreement.

6.16. Headings. Headings are for reference purposes only and in no way affect the interpretation of this agreement.

6.17. Oral Statements by Representatives. Any oral statement or representation by any representative of Public Purchase changing or supplementing this agreement or any terms of bidding or purchase on the Site, is unauthorized and ineffective and confers no right on You. You shall not rely upon any such statement or representation. No interpretation or purported amendment or change of any provision of this agreement, including applicable performance requirements, is binding on Public Purchase unless agreed to, in writing, by Public Purchase.