Terms of Service Agreement

Updated: April 14, 2009
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WELCOME

Welcome to CompositeRFQ. We appreciate your presence. The following Terms of Service, which include the Site Policies, are a contractual agreement between you and CompositeRFQ, LLC (including any corporate subsidiaries); please read them carefully.

The Terms of Service, together with other site policies listed here, are collectively referred to as the "Agreement" and as the "Terms of Service." By visiting or using the services available from the domain and sub-domains of www.CompositeRFQ.com (the "Site"), you are agreeing to be legally bound by the Agreement.

We suggest that you consult the Terms of Service and the linked information regularly for updates. We reserve the right to revise the Terms of Service and all linked information from time to time in our sole discretion by updating this posting or any linked information. Unless otherwise provided in such revision, the revised terms will take effect when they are posted.

ABOUT COMPOSITERFQ

CompositeRFQ makes the Site available as an online workplace where registered accountholders ("Members") identify each other and collaborate to take advantage of the following services (collectively, the "Services"):

Marketplace Services
The Site is an online marketplace where Members post project and/or material descriptions ("RFQs") to receive proposals from other Members wishing to complete the work or provide materials (collectively "Marketplace Services"). In providing the Marketplace Services, CompositeRFQ does NOT source or deliver contracts for work. CompositeRFQ only provides the online workplace for Members to find and contract with each other.

YOUR ACCOUNT

To become a Member and use the Services available from the Site you must register for an account ("Account"). You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update such information to maintain its truth, accuracy and completeness. You cannot register for more than one Account.

Free (Buyer) Accounts
A Buyer Account is free of monthly subscription fees, and allows limited access to the proprietary content of the site. A Buyer may post RFQs to the general Member community, and receive limited information regarding existing RFQs posted by other Members.

For additional fees, Buyers may pay a per-RFQ premium to expand the scope of Members available to provide quotes or draw attention to the RFQ through site-generated emails to the Member community.

Subscription (Supplier) Accounts
A Supplier Account requires a monthly subscription fee, based on the proposal limits of the account. A Supplier possesses all the rights of a Buyer account, and may also view details of RFQs, submit questions to Members regarding an RFQ, and submit a proposal for consideration of the posting Member of the RFQ.

Passwords and Use of Account
When a Member registers an Account, the Member will be asked to choose a Sign In name and password for the Account. You must safeguard this information and you are entirely responsible for maintaining the confidentiality of your password. You agree not to (1) use any Account, Sign In name, or password of another User of the Site that you are not authorized to use or (2) authorize others who are not authorized to do so to use the Account. You agree to notify us immediately if you suspect any unauthorized use of the Account or any related Team Account or access to your password or the password of any User of your Account or any related Team Account. You are solely responsible for your Sign In name and password, and we may rely on any use of the Site with your Sign In name and password as authorized by you.

MEMBER ELIGIBILITY

Our Services are available only to legal entities and individuals in business who are 18 years or older and can form legally binding contracts. To register for an Account with CompositeRFQ and become a Member, you must accept all of the terms and conditions in, and linked to, the Terms of Service. CompositeRFQ reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone.

FEES

Subscription (Supplier) Accounts
Supplier Accounts are charged monthly, in increments of $150, for an allotment of "Pitches." Special Offers may be extended to reduce this amount from time to time. The number of Pitches required per proposal varies according to the value of the proposal.

Quote Value	Number of Pitches Used
$0-$50,000	1
$50,001-$100,000	2
$100,000 - $150,000	3

Suppliers may upgrade at any time to add more Pitches to their plan. Pitch allotments are reset at the beginning of each monthly billing cycle. Any unused Pitches from the previous billing period are NOT added to the next billing period.

Free (Buyer) Accounts
Buyer accounts have no monthly fees, but may elect to pay premiums to have CompositeRFQ send notices to Suppliers announcing the RFQ, or to reduce the number of Pitches required for Suppliers to provide an RFQ. In this way, Buyers can expand the available pool of professionals able to provide quotes.

Fee Structures and Refunds
You acknowledge that we reserve the right to charge for any portion of the Services and to change our fees (if any) from time to time in its discretion. If we terminate your membership because you have violated these Terms, you shall not be entitled to the refund of any unused portion of fees or payments (if any).

LEGAL RELATIONSHIPS

CompositeRFQ Merely Provides the Online Workplace
CompositeRFQ makes the Site available as an online marketplace where Buyers and Suppliers of professional services locate and connect with each other and take advantage of the Services. CompositeRFQ is not involved in the dealing and contracting between Buyers and Suppliers, or in the Suppliers' delivery of Supplier Services to Buyers.

CompositeRFQ has no control over and does not guarantee the quality, safety or legality of Supplier Services advertised, the truth or accuracy of listings, the qualifications, background, or abilities of Members, the ability of Suppliers to deliver Supplier Services, the ability of Buyers to pay for Supplier Services, or that a Buyer or Supplier can or will actually complete a transaction.

All rights and obligations for the completion of any projects are solely between Buyers and Suppliers. Each Buyer and Supplier must look solely to the other for enforcement and performance of all the rights and obligations arising from projects in accordance with the Terms of Service and any other terms, conditions, representations, or warranties associated with such dealings.

Performance of Member Contracts
Upon acceptance of a proposal, the Buyer agrees to purchase, and the Supplier agrees to deliver, the Supplier Services in accordance with the proposal, the Terms of Service, and any other contract uploaded to the Site by the parties (collectively, the "Member Contract"). You agree not to enter into any contractual provisions in conflict with the Terms of Service. Any provision of a Member Contract in conflict with the Terms of Service is void. The Buyer and Supplier each covenants and agrees to act with good faith and fair dealing in performance of the Member Contract. Furthermore, the Buyer and Supplier each acknowledges and agrees that the value, reputation, and goodwill of the Site depend on their performance of the foregoing covenants and agreements. The Buyer and the Supplier therefore agree that CompositeRFQ has the right to take such actions with respect to the Member Contract, including without limitation suspension, termination, or legal actions, as CompositeRFQ in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Site.

Relationship Between Buyers and Suppliers
Each Buyer and Supplier acknowledges and agrees that their relationship is that of independent contractors. The Services performed by the Service Supplier, its employees, agents or sub-contractors shall be as an independent contractor and nothing in the Terms of Service shall be deemed to create a partnership, joint venture, agency, employer-employee relationship or otherwise.

Taxes, Reporting and Legal Responsibilities
Each Member is solely responsible for satisfying any income tax, VAT, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law, including without limitation those applicable to the purchase and sale of Services from and by independent contractors.

Third Party Content, Verification and Monitoring
Any opinions, advice, statements, Services, offers or other information or content express or made available by third parties, including information Suppliers, Members, or Partners, are those of the respective author(s) or distributor(s) and not of CompositeRFQ. CompositeRFQ neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information or statement made on this Site by anyone other than authorized CompositeRFQ employees acting in their official capacities. CompositeRFQ does not confirm or verify if a Supplier claiming to be a professional or claiming to be qualified to provide professional advice is in fact licensed or otherwise qualified to provide the Services or advice being requested.

Links
This Site may contain links to other Web sites or resources and access and use of certain services offered by third parties. These services are owned and operated by the third party Suppliers and their licensors. You acknowledge and agree that CompositeRFQ 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 we endorse the linked site. You use the links and these services at your own risk.

No Agency
The Terms of Service and any registration for or subsequent use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and CompositeRFQ, except and solely to the extent expressly stated.

Access and Interference
The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of CompositeRFQ and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; or (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site.

WARRANTY DISCLAIMER

THE SERVICES PROVIDED BY COMPOSITERFQ OR ANY OF OUR LICENSORS OR SUPPLIERS ARE PROVIDED "AS IS," AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY THIRD PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

IN NO EVENT SHALL WE OR OUR LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED IN THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

RELEASE

If you have a dispute with another Member, you release CompositeRFQ (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 dispute.

INDEMNITY

You agree to defend, hold harmless and indemnify CompositeRFQ from and against any and all losses, costs, expenses, damages or other liabilities incurred by CompositeRFQ from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against CompositeRFQ: (a) in connection with your use of the Services including any payment obligations incurred through use of the Services; or (b) resulting from: (i) your use of the Site (ii) your decision to supply credit information via the Site, including personal financial information; (iii) your decision to submit postings and accept offers from other Members; (iv) any breach of contract or other claims made by Members with which you conducted business through the Site; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Member; (viii) any act or omission of yours with respect to the payment of fees to any Supplier; (ix) your dispute of or failure to pay any invoice or any other payment; and/or (x) your obligations to a Supplier. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.

INTELLECTUAL PROPERTY

License and Site Access
Subject to and conditioned on compliance with the Terms of Service, CompositeRFQ grants you a limited license to access and, if you are a Member, to use this Site internally for the purpose of ordering and receiving the Services available and authorized from this Site. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of this Site in any way for any public or commercial purpose without prior written consent of CompositeRFQ or the rights holder. You must not use any content of this Site on any other Web site or in a networked computer environment for any purpose except your own internal viewing. You will not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site unless expressly permitted by law. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by CompositeRFQ.

Reservation of Rights; Limited Licenses
CompositeRFQ and its licensors retain all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how and trade secrets relating to the Site. The CompositeRFQ logo and name are trademarks of CompositeRFQ, and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners.

Except as expressly stated above, nothing in the Terms of Service confers any license under any of CompositeRFQ's or any third party's intellectual property rights, whether by estoppel, implication or otherwise.

CUSTOMER SERVICE

If you have any questions, suggestions, reports of problems or complaints regarding any CompositeRFQ Services, your use of the Site, the conduct of or purchase, sale, delivery, or payment of or for Services by or from any Member, please contact Customer Service.

NOTICES AND COMMUNICATIONS

Unless you otherwise indicate in writing to Customer Service, CompositeRFQ will communicate with you by email or by posting communications on this Site. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when CompositeRFQ sends it to the email address you have provided to CompositeRFQ on this Site, or when CompositeRFQ posts such communication on this Site. You must keep your email address updated on this Site, and you must regularly check this Site for postings. If you fail to respond to an email message from CompositeRFQ regarding violation, dispute or complaint within two business days, CompositeRFQ will have the right to terminate or suspend your Job or your Account.

All notices to CompositeRFQ intended to have a legal effect concerning this Agreement must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:

CompositeRFQ, LLC
841 Lain Avenue
Bowling Green, KY 42101
Attn: Controller

Such notices to CompositeRFQ are deemed effective upon receipt.

TERMINATION AND SUSPENSION

This Agreement shall become effective upon your acceptance or your use of the Site, and shall continue until terminated by CompositeRFQ or you as provided for under the terms of this Section.

Unless otherwise agreed to in writing between the parties, either party may terminate the Agreement at any time upon notice to the other party. In such event, (i) CompositeRFQ shall continue to perform those CompositeRFQ Services necessary to complete any open transaction between you and another Member; and (ii) you shall continue to be obligated to pay CompositeRFQ and any Suppliers for any Services for which you have hired such Suppliers in order to complete any such transactions.

Without limiting CompositeRFQ's other remedies, we may issue a warning, temporarily suspend, indefinitely suspend or terminate your Account and refuse to provide any or all Services to you if: (a) you breach any terms and conditions of the Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe in our sole discretion that your actions may cause legal liability for you, our Members, or for CompositeRFQ, or are contrary to the interests of the Site or the CompositeRFQ user community. Once temporarily suspended, indefinitely suspended or terminated, you may not continue to use the Site under the same Account, a different Account or reregister under a new Account.

Without limiting CompositeRFQ's other remedies, to the extent you engage in actions or activities which circumvent the CompositeRFQ Site or otherwise reduce fees owed CompositeRFQ under the Terms of Service, you will pay CompositeRFQ for all fees owed to CompositeRFQ and reimburse CompositeRFQ for all losses and costs (including any and all CompositeRFQ employee time) and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.

When your membership is terminated, you may no longer have access to data, messages, files and other material you keep on the Site. The material may be deleted along with all your previous posts and proposals. The provisions entitled "Warranty Disclaimer," "Limitation of Liability," "Release," "Indemnity," "Intellectual Property," and "Notices and Communications" will survive termination of this Agreement.

NOTIFICATION OF COMPOSITERFQ MEMBERS

You acknowledge and agree that the value, reputation and goodwill of the Site depend on transparency of Member Account status to all Members, including both yourself and other Members who are participating in Jobs with you. You therefore agree as follows: IN THE EVENT COMPOSITERFQ SUSPENDS OR TERMINATES YOUR REGISTRATION, COMPOSITERFQ WILL HAVE THE RIGHT BUT NOT THE OBLIGATION TO (1) NOTIFY OTHER MEMBERS ENGAGED IN ACTIVE JOBS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED REGISTRATION STATUS AND (2) PROVIDE THEM WITH SUMMARY REASONS FOR THE ACTION.

DISCLOSURES

CompositeRFQ, located in Bowling Green, Kentucky, is the Supplier of the electronic commercial service on this Site. Members are notified, via this Site, in advance regarding any applicable service charges. The Office of Consumer Protection in Kentucky may be contacted in writing at 1024 Capital Center Dr, Suite 200, Frankfort, KY 40501, or by calling 1-888-432-9255 for callers in Kentucky, and 1-502-573-8317 for callers outside Kentucky. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact CompositeRFQ to resolve a complaint regarding any aspect of service relating to this Site by writing to the above address, or contact us at Customer Service.

GENERAL

You are responsible for compliance with applicable local laws, keeping in mind that access to the contents of this Site may not be legal for or by certain persons or in certain countries. CompositeRFQ will not be considered to have modified or waived any of our rights or remedies under the Terms of Service unless the modification or waiver is in writing and signed by an authorized representative of CompositeRFQ. No delay or omission by CompositeRFQ in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. If any part of the Terms of Service is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect. You will not transfer, assign or delegate your rights or obligations (including your Account) under the Terms of Service to anyone without the express written permission of CompositeRFQ, and any attempt to do so will be null and void. CompositeRFQ may assign this Agreement in its discretion.

Except for the payment of fees to CompositeRFQ, neither of the parties to this Agreement shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.

The boldface paragraph headings in the Terms of Service are included for ease of reference only and have no binding effect. The Terms of Service and all documents referenced in the Terms of Service (including the Site Policies listed and available by hyperlink below) comprise the entire agreement between you and CompositeRFQ with respect to the use of this Site and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Web site that link to or are linked from this Site.

Site Policies

The Agreement hereby incorporates all terms and conditions, rules, policies, and guidelines on the Site, including:

Privacy Policy