Terms and Conditions

Posted on December 5, 2016

These Terms and Conditions are effective immediately for new Users and 30 days after the above date for current Users. These new Terms and Conditions supersedes all previous versions.

The following describes the terms on which BidSettle offers you access to our website, its automated Demand Letter service as well as its online dispute resolution service (collectively, the “Site”).

Introduction

Welcome to www.bidsettle.com. By using BidSettle, you agree to the following Terms and Conditions for the Site. When you describe your Dispute to negotiate on the Site, you will be redirected to software where you must electronically sign a contract between yourself and BidSettle, which will be annexed to your settlement agreement, if applicable.

As for the Demand Letter, you will have to agree to the Terms and Conditions prior to electronically signing your letter.

Definitions

Account: page on the Site where you may modify your profile, see the state of your Dispute negotiations or your Demand Letters.

Demand Letter: automated demand letter generated by the Site according to the information provided by the Sender. (A demand letter is a formal notice demanding that the Recipient perform its contractual obligation within a specified time frame.)

Dispute: dispute negotiation between parties that is susceptible to be settled online by using BidSettle. The Dispute can be judicial, non-judicial, a grievance or an unpaid invoice.

Initiator: person who commences the offer and counter-offer negotiation process on BidSettle by completing and submitting a Dispute to the Respondent in order to try and obtain a Settlement.

Judicial Dispute: a dispute negotiation that already has a docket number (a court number), for example: a litigation.

Non-Judicial Dispute: a dispute negotiation that does not have a docket number (a court number) or another type of clear identification.

Offer: any offer or counter-offer submitted by a party to a Dispute negotiation with the objective to generate a Settlement to end the Dispute. The minimum amount is one hundred dollars ($100), but there is no maximum amount.

Parties: in the case of a negotiation, the Initiator and the Respondent constitute the parties. Their lawyers can represent them.

Recipient: User that receives the Demand Letter.

Sender: User that fills out the smartform and sends the Demand Letter to the Recipient.

Settlement: resolution of a dispute whose terms are determined by the parties and whose final amount is automatically determined by the Site when the offers of the parties overlap.

Respondent: person who receives a Dispute negotiation from the Initiator and accepts to try and obtain an online Settlement with BidSettle’s offer and counter-offer tool.

Settlement Amount: in the case of a negotiation, final amount obtained through the Initiator and Respondent’s offers and counter-offers.

User: any person (natural person or legal person) who accepted the Terms and Conditions.

Scope

Before you may become a User of BidSettle, you must read and accept all of the terms in, and linked to, these Terms and Conditions, including the Privacy Policy and the Mobile Device Terms. By accepting these Terms and Conditions, you agree that this Agreement, the Privacy Policy, the Mobile Device Terms and all terms therein, and linked to, this Agreement will apply whenever you use or access the Site.

Disclaimer

The www.bidsettle.com Site is solely a tool provided to you. BidSettle does not offer any legal opinion or any type of legal advice. If you have any questions or doubts concerning your legal rights and obligations, you must consult a lawyer. The information provided by BidSettle on the Site, or by its representatives, is only offered to you in order to guide you during your own use of the BidSettle tool.

Capacity, Email Address and Password

By accepting these Terms and Conditions, you recognize being at least 18 years old. If you represent a business or an organization, you confirm having its mandate or the capacity to make a binding decision.

Your BidSettle account may be accessed only by use of your email address and password. You are solely responsible and liable for any use and misuse of your email address and password and for all activities that occur under your email address and password. For security reasons, you must keep your email address and password confidential and not disclose them to any person or permit any other person to use them. BidSettle recommends that you choose a password that is unique to you and not easily guessed by others. You should change your password on a regular basis, and you must log out at the end of each session.

Accuracy of Information

We rely on the information you provide through this Site, including registration information (name and email address), if applicable, payment information (credit card numbers and expiration dates). You are required to update your registration information and payment information immediately, if applicable, and will be solely responsible and liable for any and all loss, damage, and additional costs that you, BidSettle or any other person may incur as a result of your submission of any false, incorrect or incomplete information. You acknowledge that you will keep your name and address current and accurate in the “My Account” section of the Site. Also, even though BidSettle is not responsible for each User’s Dispute negotiation description or the way they identify themselves on the website, we wish to remind you that an erroneous identification or Dispute description (or a minor mistake), would not necessarily invalidate the final Settlement that was reached between the parties. It could, however, affect the relevance of your Demand Letter, so be cautious.

Using BidSettle

In connection with using or accessing the Site, you will not:

  • Post content or items in inappropriate categories or areas on our Site and Services;
  • Post content of the Site on social media;
  • Violate any laws, third party rights or our stated policies;
  • Use our Site, if you are not able to form legally binding contracts or are temporarily or indefinitely suspended from using our Site;
  • Fail to deliver payment for any Dispute negotiation that you have previously settled with BidSettle, whether you can reach the other party or not;
  • Circumvent or manipulate our fee structure, the billing process, or fees owed to BidSettle;
  • Post infringing, unlawful, false, inaccurate, misleading, obscene, or defamatory content;
  • Circumvent any BidSettle policy or determinations about your Dispute negotiation or Account status such as temporary or indefinite suspensions or other Dispute negotiation or Account holds, limitations or restrictions;
  • Transfer by any manner any Dispute negotiation application or your BidSettle Account to another party without our consent;
  • Distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
  • Distribute viruses or any other technologies that may harm BidSettle, or the interests or property of BidSettle Users;
  • Export or re-export any BidSettle applications or tools except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions; 
  • Reproduce, perform, display, distribute, reverse engineer, or prepare derivative works from content that belongs to or is licensed to BidSettle, or that comes from the services and belongs to another BidSettle User or to a third party including works covered by any copyright, trademark, patent, or other intellectual property right;
  • Harvest or otherwise collect information about Users, including email addresses, without their consent; or
  • Circumvent any technical measures we use to provide our services.

If we believe you are abusing BidSettle in the ways listed above or in any other way, BidSettle may, in our sole discretion, take any necessary measures to prevent or diminish said abuse, such as, without limiting other remedies, limit, suspend, or terminate your User Account, your Dispute negotiation(s) and your access to our services. We may also block your access to your unresolved Disputes, and take technical and/or legal steps to prevent you from using the Site.

We may cancel unconfirmed Accounts or Accounts that have been inactive for a year. We may, without prior notice, modify or discontinue our services and the BidSettle Site. Additionally, we reserve the right to refuse or terminate our services to anyone for any reason at our discretion.

Additional conditions for lawyers that use BidSettle while representing a client

A lawyer who wishes to use the Site in lieu of his client is responsible, before initiating a Dispute, for:

Obtaining the client’s consent and mandate for submitting a Demand Letter or negotiating a Dispute;

  • Understanding how the Site works;
  • Explaining to the client how the Site works, particularly the transaction fees;
  • Explaining to the client the consequences and implications of a BidSettle Settlement Agreement;
  • Obtaining, beforehand, the client’s permission to make any offer or counter-offer in the name of the client on the Site;
  • Communicating any notification, including but not limited to, any offer or counter-offer to the client;
  • Communicating any Settlement Agreement generated by the Site that is on the client’s Account;
  • Explaining to the client that lawyers can only make offers and counter-offers if a lawyer also represents the other party.

Time Limit to Obtain a Settlement

There is no time limit to obtain a Settlement for a Dispute negotiation on the Site. It is, however, possible that prescription take effect pursuant to your applicable laws and regulations, which could affect your rights and their existence. BidSettle recommends that you consult a lawyer to understand the time period that could affect your rights. BidSettle is not liable for any inconvenience or damage resulting directly or indirectly from prescription or other time limit constraint.

Policy Enforcement

BidSettle works to keep the Site operational and its Users safe. Please report any technical problems and policy violations to us by emailing us at support@bidsettle.com.

Confidentiality of Settlement

The User acknowledges that the Settlement generated by the Site must remain confidential and unless required by law, undertakes not to divulge it to any person, except to counsel and/or financial advisors. In the case of a grievance, the information may be divulged to the employee’s immediate family and to the employer, as required, to execute the terms of the Settlement.

Jurisdictions of Disputes to Negotiate

When completing and submitting a BidSettle Dispute negotiation, you must specify the applicable jurisdiction, as this will have an impact on the applicable Terms and Conditions. BidSettle is not responsible for the damages, inconveniences or non-conformities that may result from a non-conforming Settlement caused by the wrong choice of jurisdiction or territory.

Transaction Fee

A Demand Letter costs fifty dollars ($50) per recipient, plus tax. This amount includes delivery by registered mail. BidSettle is not responsible if the Recipient’s address (that you entered in the smartform) is invalid. Make sure you have the right address.

As for the negotiation, opening or registering an Account, initiating a Dispute, making offers and counter-offers on a Dispute on the Site are all free of charge, and are subject to the Terms and Conditions. BidSettle does charge a fee in the event you settle your Dispute (hereinafter, the “Transaction fee”). You accept to pay the Transaction fee as soon as the Site generates a Settlement.

The Transaction fee we charge and its related terms may change from time to time. Changes to the fee are effective for Demand Letters as well as new Disputes, in accordance with the terms set out in the General section below. We may choose to temporarily change the fee for our services for promotional events or new services, and such changes are effective when we post the temporary promotional event or new service on the Site or on our promotional material.

BidSettle uses “Stripe” to collect its Transaction fee. The accepted payment options with Stripe are the following: Visa, MasterCard and American Express. All fees are quoted in Canadian Dollars.

For Demand Letters, you must pay the full amount prior to signing it. Payment must be completed in order for the Demand Letter to be sent.

As for the negotiation, once your Dispute is settled, you are responsible for paying all fees and applicable taxes by the payment due date. The Transaction fee is 2.5% of the settled amount, per party, plus applicable taxes.

If your balance is not paid for by the due date, you will be subject to late fees: 1.5% of the amount owed or the largest amount permitted by the applicable laws. These fees shall apply as of the following day of the payment due date and every month after that until the payment is paid in full.

If your payment method fails or your Account is past due, we may collect fees owed by charging other payment methods such as deducting the amount owed by a payment method that you previously saved on our system, retaining collection agencies and legal counsel. In addition, you will be subject to late fees and we may suspend your Account or restrict you from using our Site until full payment is made and it is possible that you may have to pay for the collection and judicial fees. If your Account is suspended, you must pay any outstanding fees immediately. BidSettle, or the collection agencies we retain, may also report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your Account may be reflected in your credit report. If you wish to dispute the information that a collection agency reported to a credit bureau regarding your BidSettle Account, you must contact the collection agency directly. We reserve our right to automatically deduct, through the payment method that appears in our files, any amount that you have not contested.

Your Content on BidSettle

When providing us with content or causing content to be posted using our services, you grant BidSettle a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully sub-licensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights and other intellectual property rights you have in the content, in any media known now or developed in the future, and to the fullest extent permitted under applicable law, you waive any and all moral rights and promise not to assert such rights or any other intellectual property or publicity rights against us, our sublicensees, or our assignees.

You represent and warrant that none of the following infringe any rights mentioned in the preceding paragraph: your provision of content to BidSettle, your causing content to be posted using the services, and use of any such content (including works derived from it) by us, our Users, or others in contract with us that is done in connection with the services and in compliance with these Terms and Conditions.

Disclaimer of Warranties; Limitation of Liability

We try to keep BidSettle and its Site safe, secure, and functioning properly. We cannot, however, guarantee the continuous operation of or access to our Site. You further acknowledge that BidSettle is not responsible if the Site or its access is interfered with as a result of technical issues or numerous factors outside of our control. Demand Letter and Dispute negotiation updates and other notification functionality in BidSettle's applications may not occur in real time. Such functionality is subject to delays including, without limitation, delays or latency due to your physical location or your wireless data service provider’s network. You agree that you are making use of our Site, services, applications and tools at your own risk, and that they are being provided to you on an “AS IS” and “AS AVAILABLE” basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In addition, to the extent permitted by applicable law, BidSettle (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:

  • Your use of or your inability to use our Site;
  • A Demand Letter or Dispute negotiation’s result;
  • The accuracy, exactitude, completeness, and update of any content of a Demand Letter or Dispute negotiation;
  • Delays or disruptions in our Sites;
  • Viruses or other malicious software obtained by accessing our Site, or any site, services, applications or tools linked to our Site;
  • Glitches, bugs, errors, or inaccuracies of any kind in our Site;
  • Damage to your hardware device(s) or loss of data that results from the use of our Site;
  • The content, actions, or inactions of third parties using our Site;
  • A suspension or other action taken with respect to your Account, Demand Letter or Dispute negotiation;
  • The reception of an email sent by the Site to the most recent email address that you submitted on your Account;
  • BidSettle's decision to end your Dispute negotiation(s);
  • Your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to these Terms and Conditions or our policies; BidSettle reserves the right to modify its policies and these Terms and Conditions at any time consistent with the provisions outlined herein.

As well as offering an automated Demand Letter service, you acknowledge that BidSettle is also an online dispute resolution tool that allows you to settle your Disputes yourself. Our Site allows Users to settle their Dispute(s) at any time, from anywhere, facilitated by a method of confidential offers and counter-offers (also called blind bidding). BidSettle is not involved in the actual transaction between the Users. We do not warrant or guarantee that any particular results will result from following guidance that we provide (for instance, that your Dispute negotiation will result in a Settlement, etc.) We have no control over and do not guarantee the quality, safety, or legality of submitted Dispute negotiations and the ability of parties to actually negotiate.

Regardless of the previous paragraph, if BidSettle is found to be liable by a competent jurisdiction, our liability to you or to any third party is limited to the greater of: (a) the Transaction fee paid to BidSettle, which you paid to us in the 12 months prior to the judgment date, or (c) Cdn $100.

Release

If you have a dispute with a User, you release BidSettle (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands, and damages (direct actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOUR AT THE TIME OF AGREEING TO THIS RELEASE.

Access and Interference

You agree that you will not:

  • Take any action that imposes or may impose (to be determined in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
  • Copy, reproduce, reverse engineer, modify, create derivative works from, distribute, sell, transfer, or publicly display any content (except for your content) from our Site or services without the prior express written permission of BidSettle and the appropriate third party, as applicable; or
  • Interfere or attempt to interfere with the proper working of our Site, services, or any activities conducted on or with our Site.

Demand Letter: Conditions

By submitting a Demand Letter on the Site, the Sender agrees to pay BidSettle's Transaction fee in full before the Demand Letter is sent. The Demand Letter is sent once the payment has been completed. The Sender assumes full responsibility for the content of the Demand Letter and accepts that it will not necessarily solve the Sender’s matter or problem. BidSettle is not liable for any damage or inconvenience caused by a delay in the communication between the parties involved in the Demand Letter and is not liable for any other legal damage sustained by the parties.

Demand Letter: Responsibilities of the Sender

If you are the Demand Letter’s Sender, you also acknowledge and agree that:

  • You are responsible for the exactitude of the information that you submit in the Demand Letter, such as the address, as well as its description, if applicable;
  • You agree to pay the Transaction fee to BidSettle prior to signing the Demand Letter;
  • You understand that for payment deadlines, BidSettle uses calendar days (not business days);
  • BidSettle is not liable for the content, alleged facts or the scope of the complaint in the Demand Letter.

BidSettle does not transfer and is in no way liable for any money transfer between Users resulting from a Demand Letter generated by the Site. BidSettle’s sole responsibility related to any Demand Letter is to automatically generate said Demand Letter and deliver it to the Recipient’s address (that is submitted by the Sender in the smartform).

Negotiation of a Dispute: Listing Conditions

The User agrees to pay BidSettle's Transaction fee if a Settlement occurs, to assume full responsibility for the content of the Dispute negotiation, and to accept the following transmission conditions of the Dispute to the Respondent: when the Initiator submits the Dispute, the Dispute will be transmitted to the Respondent, who in turn will be able to attempt to settle it through negotiations once BidSettle’s Terms and Conditions will have been accepted. After having obtained the Users’ electronic signatures, the parties can commence the offer and counter-offer process. BidSettle is not liable for any damage or inconvenience caused by a delay in the offer and counter-offer process by one of the parties. BidSettle reserves the right to end the negotiation of your non-resolved Disputes for any reason.

Content included by you in a Dispute that violates any of BidSettle’s policies may be deleted at BidSettle’s discretion. 

Negotiation of a Dispute: Responsibilities of Parties

If you are the Initiator of a Dispute negotiation, you also acknowledge and agree that:

  • You are responsible for the exactitude of the information that you submit in the “Dispute Identification” section, as well as its description, if applicable;
  • You accept to review the totality of what has been submitted by the Respondent of a Dispute, if applicable;
  • By submitting a Dispute to a potential Respondent, you acknowledge and agree, in the event the Respondent decides to attempt to settle said Dispute on BidSettle’s Site, to make one (1) or many offers, depending on the circumstances, in order to try and settle the Dispute. By submitting an offer to settle, you agree to put an end to the Dispute and pay the Settlement Amount to the other party, if applicable;
  • You acknowledge and agree that if your most recent settlement offer overlaps the most recent offer submitted by the Respondent: (a) the Site will automatically generate a Settlement that ends the Dispute and this Settlement shall be sent via email to the addresses that were designated in the parties’ respective Accounts, (b) the Settlement Amount shall be equal to the lowest offer made plus half of the difference between the highest offer and the lowest offer (“meeting halfway”), and (c) that your e-signature will automatically appear on the Settlement, which constitutes a legally binding contract between yourself and the Respondent;
  • In the event of a Settlement, you agree to pay the Transaction fee to BidSettle within 10 days following the email announcing that you have reached a Settlement, and to pay the Respondent, if he or she is the creditor, the Settlement Amount in the 30 days following the date indicated on the Settlement and respect its terms;
  • You understand that for payment deadlines, BidSettle uses calendar days (not business days);
  • BidSettle is not liable for the content, alleged facts or the scope of the complaint in the “Dispute Identification” section.

If you are the Respondent of a Dispute negotiation, you also acknowledge and agree that:

  • You accept to review the totality of the Dispute and description submitted by the Initiator prior to commencing the offer and counter-offer process to attempt to settle said Dispute;
  • You are responsible for the information that constitutes the Dispute;
  • If you acknowledge and agree to attempt to settle the Dispute on BidSettle’s Site, you agree to make one (1) or many offers, depending on the circumstances, in order to try and settle the Dispute. By submitting an offer to settle, you agree to put an end to the Dispute and pay the Settlement Amount to the other party, if applicable;
  • You acknowledge and agree that if your most recent settlement offer overlaps the most recent offer submitted by the Initiator: (a) the Site will automatically generate a Settlement that ends the Dispute and this Settlement shall be sent via email to the addresses that were designated in the parties’ respective Accounts, (b) the Settlement Amount shall be equal to the lowest offer made plus half of the difference between the highest offer and the lowest offer (“meeting halfway”), and (c) that your e-signature will automatically appear on the Settlement, which constitutes a legally binding contract between yourself and the Initiator;
  • In the event of a Settlement, you agree to pay the Transaction fee to BidSettle within 10 days following the email announcing that you have reached a Settlement, and to pay the Initiator, if he or she is the creditor, the Settlement Amount in the 30 days following the date indicated on the Settlement and respect its terms;
  • You understand that for payment deadlines, BidSettle uses calendar days (not business days);
  • BidSettle is not liable for the content, alleged facts or the scope of the complaint in the “Dispute Identification” section.

BidSettle does not transfer and is in no way liable for any money transfer between Users resulting from a Settlement generated by the Site. BidSettle’s sole responsibility related to any Settlement is to automatically generate said Settlement according to the terms specified by the parties and for the amount resulting in the overlapping submitted offers.

Indemnity

You will indemnify and hold BidSettle (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of these Terms and Conditions, your use of our Site and/or your violation of any law or the rights of a third party.

Privacy

We view protection of Users' privacy as a very important principle. We use your information only as described in BidSettle’s Privacy Policy, which are incorporated into these Terms and Conditions. If you object to your information being transferred or used in this way, please do not use our Site. We store and process your information on computers located in Canada that are protected by physical as well as technological security devices. You can access and modify the information you provide us and choose not to receive certain communications by signing in to your profile on your Account.

You agree that the terms of the Privacy Policy are reasonable. You consent to the collection, use and disclosure of your personal information by BidSettle in accordance with the terms of and for the purposes set out in the BidSettle Privacy Policy.

No Agency

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms and Conditions.

Notices

You consent to receive communication from BidSettle electronically. We may communicate with you by email to the email address you have designated on your User Account. Notice to you shall be deemed given 24 hours after the email is sent.

Resolution of Disputes with BidSettle

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND BIDSETTLE HAVE AGAINST EACH OTHER ARE RESOLVED

Law and Forum for Disputes – These Terms and Conditions and any dispute or claim you have against BidSettle shall be governed in all respects by the laws of the Province of Quebec and the federal laws of Canada applicable therein. You agree that any claim or dispute you may have against BidSettle must be resolved by a court located in Montreal, Quebec. You agree to submit to the personal jurisdiction of the courts located within the Province of Quebec for the purpose of litigating all such claims or disputes.

Arbitration Option - For any claim (excluding claims for injunctive or other equitable relief), the parties requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event that a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Improperly Filed Claims - All claims you bring against BidSettle must be resolved in accordance with this Resolution of Disputes with BidSettle section. All claims filed or brought contrary to the Resolution of Disputes with BidSettle section shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes with BidSettle section, BidSettle may recover attorneys' fees and costs up to Cdn $1500, provided that BidSettle has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

Additional Terms

You agree to abide by all policies posted on our Site, which provide additional terms and conditions.

If a User’s behaviour seems to violate any of these Terms and Conditions, please write to us at legal@bidsettle.com and insert the number of the BidSettle file in the email’s subject. We will assess the situation and take action if deemed appropriate.

These policies may be changed from time to time. Changes may be made to these policies in accordance with the terms set out in the General section below.

General

BidSettle Inc. and its customer service are located at 35 Dante Street, Montreal, Quebec, H2S 1J6, Canada.

You may contact BidSettle toll-free via phone by following the instructions listed on our Contact Us page.

Unless stated otherwise in these Terms and Conditions, if any of the provisions in these Terms and Conditions shall be deemed invalid, void, or for any reason unenforceable, such provisions shall be deemed severable and shall not affect the validity and enforceability of any remaining provision.

In our sole discretion, BidSettle may assign these Terms and Conditions, by providing our Users notice of such assignment in accordance with the Notices section.

Headings are for reference purposes only and do not limit the scope or extent of such section.

Our failure to act with respect to a breach by you or others does not waive BidSettle’s right to act with respect to subsequent or similar breaches. BidSettle does not guarantee we will take action against all breaches of these Terms and Conditions.

BidSettle may amend these Terms and Conditions at any time by posting the amended terms on www.bidsettle.com. Our right to amend these Terms and Conditions includes the right to modify, add to, or remove terms in the Terms and Conditions, including terms related to fees. We will provide you 30 days’ notice by posting the amended terms on the Site. Except as stated otherwise in these Terms and Conditions or elsewhere, all amended terms shall automatically be effective 30 days after they are initially posted. Your continued use of our Site after the effective date of these amended terms constitutes your acceptance of them. If you do not agree to the amendments, you should stop using the Site. These Terms and Conditions may not be otherwise amended except in a writing hand signed by you and BidSettle. For purposes of this provision, a “writing” does not include an email message and a signature does not include an electronic signature.

Any translation of these Terms and Conditions and all related documents is done for local requirements and in the event of a dispute between the English and French version, the French version of these Terms and Conditions and all related documents shall govern.

These Terms and Conditions (including incorporated policies and rules) sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following sections survive any termination of these Terms and Conditions: Transaction Fee, Your Content on BidSettle, Disclaimer of Warranties; Limitation of Liability, Release, Indemnity and Resolution of Disputes with BidSettle.

Mobile Devices Additional Terms

If you're accessing BidSettle from a mobile device using a BidSettle Mobile Application (the “Application”), the following terms and conditions (“Terms of Use”) apply to you in addition to the Terms and Conditions. Your use of the Application confirms your agreement to these Terms of Use.

Application Use. BidSettle grants you the right to use the Application only for your personal use. You must comply with all applicable laws and third party terms of agreement when using the Application (ex. your wireless data service agreement). The Application may not contain the same functionality available on the BidSettle Site.

Intellectual Property – Applications. BidSettle owns, or is the licensee to, all right, title, and interest in and to its Application, including all rights under patent, copyright, trade secret, trademark, or unfair competition law, and any and all other proprietary rights, including all applications, renewals, extensions, and restorations thereof. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse-engineer, disassemble, or otherwise attempt to derive source code from the Application and you will not remove, obscure, or alter BidSettle's copyright notice, trademarks or other proprietary rights notices affixed to or contained within the BidSettle Application.

Additional Mobile Terms. Additional terms and conditions that apply to you based on the mobile device the Application is installed on:

iOS – Apple

  1. These Terms of Use are an agreement between you and BidSettle, and not with Apple. Apple is not responsible for the Application and the content thereof.
  2. BidSettle grants you the right to use the Application only on an iOS product that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.
  3. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.
  4. Apple is not responsible for the investigation, defense, settlement, and discharge of any third party intellectual property infringement claim.
  5. Apple is not responsible for addressing any claims by you or any third party relating to the Application or your possession and/or use of the Application, including but not limited to: (a) product liability claims; (b) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
  6. In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if applicable, for the Application to you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application.
  7. Apple and Apple's subsidiaries are third party beneficiaries of these Terms of Use, and, upon your acceptance, Apple as a third party beneficiary thereof will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you.

Windows – Microsoft

  1. These Terms of Use are an agreement between you and BidSettle, not Microsoft. The terms of use and privacy policies of Microsoft and, where applicable, the network operators that provide billing services for the Windows Phone Marketplace do not apply to your use of the Application.
  2. You may install and use one (1) copy of the Application on up to five (5) devices you personally own or control and which are affiliated with the Windows Live ID associated with your Windows Marketplace account. You may not install or use a copy of the Application on a device you do not own or control.
  3. Microsoft, your device manufacturer, and (if applicable) your wireless carrier are not responsible for providing support services for the Application.
  4. Microsoft, the wireless carriers over whose network the Application is distributed (if applicable), and each of their respective affiliates and suppliers (collectively, “Disclaiming Distributors”) give no express warranty, guarantee, or conditions under or in relation to the Application. To the extent permitted under your local laws, the Disclaiming Distributors exclude any implied warranties or conditions, including those of merchantability, fitness for a particular purpose, and non-infringement.
  5. You, and not the Disclaiming Distributors, bear the risk of using the Application (even if the Disclaiming Distributors have been advised of the possibility of damages to you). You may have additional consumer rights under your local laws, which these Terms of Use cannot change.
  6. To the extent not prohibited by law, you will not seek to recover any consequential, lost profit, special, indirect, or incidental damages from any Disclaiming Distributor.

BlackBerry – Research in Motion

This Application uses network services and may incur additional network data charges (including additional charges when roaming).

  1. To the extent permitted under your local laws, Research in Motion E-Commerce (Inc., Corp. & S.a.r.l.), the telecommunications carriers over whose network this Application is distributed (if applicable), and any third party merchant of record acting as a merchant of record for any transaction associated with this Application (collectively, “Disclaiming Parties”) exclude any liability whatsoever in relation to the Application including without limitation in relation to the sale, distribution or use thereof, or the performance or non-performance of the Application.
  2. The Disclaiming Parties are third party beneficiaries of this section entitled “Blackberry – Research in Motion” of the Privacy Policy and Terms of Use, and, upon your acceptance, the Disclaiming Parties as third party beneficiaries thereof will have the right (and will be deemed to have accepted the right) to enforce the terms of this section against you.