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Membership Agreement

Sorcity.com is a reverse-auction service on the Internet provided to business customers only. We believe in and practice high business integrity, security and privacy. This Member Agreement contains the terms and conditions applicable to your use of Sorcity.com, and it is therefore important that you read and understand this Member Agreement, including the warranty disclaimers and limitations on liability contained in this Agreement. If you agree to use Sorcity.com according to this Member Agreement, we welcome you as a Member to gain the value this service can provide. This Member Agreement is updated from time-to-time so you should reference it even after becoming a Member. - Thank you for your interest.

Membership:

You are required to register as a "Member" to use the Sorcity.com web site. Sign-up is simple. All Members must represent an entity such as a company, organization or government. This service is not designed for consumer use at this time.

Upon signing up through our Member registration screen, you will determine your username and password . If you forget your password, there will be an option to have it emailed to the address you enter during the registration process - it's important that you enter your email address accurately the first time.

All accounts are subject to our "review" from time-to-time. Review will also occur if it is determined, by us in our sole discretion, that you may have violated any provision in this Member Agreement and such review may result in the temporary or permanent suspension of your account.

Sorcity.com, reserves the right, in our sole discretion to refuse membership and/or to suspend a Member's account.

Member Payment Terms: 

You agree to pay Sorcity.com according to the following terms:

"Buyer Members" are those who use Sorcity.com to anonymously post products or services they have a real need and fully intend to purchase and are looking for competitive bids from sellers of that request. If you are using this service as a Buyer, then continued use of the basic Reverse-Auction service is provided at no charge (unless you request a buyer-paid arrangement) providing you agree to the following:

  1. That you adequately address all questions of Sorcity once each request is posted,
  2. That you, or an alternate, is available to promptly answer questions about your posting while it is active (when suppliers may bid),
  3. That you are available just prior to, and immediately following, the end time of your posting to review results and make the necessary decisions,
  4. That you promptly review and select a qualified supplier (qualified by you) who bid at or below your established buy-price (Sincerity Price) at the end of your Reverse-Auction, and
  5. That you provide Sorcity.com a reasonable explanation of why you did not select (if you did not) one of the suppliers who bid at or below your Sincerity Price.

If you fail to meet one or more of the above obligations, you agree to pay a $75 usage fee per posting. Upon each event, Sorcity reserves the right to review your account and, at our discretion, cancel or suspend your Sorcity.com account. We understand that the Buyer may need further interaction with a Seller before that Seller is considered "qualified." If after interaction with a Seller, the buyer has no valid reason preventing consummation of the business transaction, the Seller is considered by Sorcity.com to be qualified.

"Seller Members" are those who post bids on Reverse-Auctions for goods and services posted by "Buyer Members" on Sorcity.com. You may use the service as a Seller providing you agree to the following:

  1. Before placing a bid, you agree to all the terms and conditions specified by the buyer on their posting,
  2. Once a buyer selects you as the awarded supplier through Sorcity, that you promptly confirm your sale to the buyer through Sorcity,
  3. That you agree to pay the fee presented to you on the bid confirmation screen, which is equal to the greater of $100 or 2% of the final presented. In some cases this fee is set to zero or set at a fixed fee based on an arrangement with the buyer.
  4. That you agree to pay such fee within 30 days after the buyer has selected you as the awarded supplier, unless other arrangements are agreed to by Sorcity,
  5. That you honor your bids made for the time requested by the buyer, and
  6. That if you violate any of the above, you agree to pay a $75.00 fee, or in the case of #4, a $25.00 late fee for each 30 days late.

Exceptions to payment terms above:

  1. If the final purchase is greater or less than the Reverse-Auction amount, the Sorcity fee will be adjusted up or down as appropriate, to the actual amount.
  2. If the buyer does not purchase at least 80% of the quantity stated, an equivalent percent of the Sorcity fee will be refunded to the seller, providing that amount is greater than one hundred dollars.
  3. Sorcity.com reserves the right to waive fees in its sole discretion.
Failure to abide by the above may result in Sorcity canceling or suspending your account.

Both the Buyer and Seller agree to provide their Sorcity.com confirmation at their earliest knowledge, but not more than five (5) business days after the Reverse-Auction has ended. All fees are due in US dollars and will be invoiced. You agree to pay a $50.00 handling fee for any checks that are returned.

Performance:

All Members agree to exercise good business ethics and honesty when using Sorcity.com.

This is not a "Quote Only" service. Posting a Reverse-Auction (buyer) is an irrevocable offer to purchase the goods or services described in your posting as long as a Seller provides a bid at or below your designated price ("Sincerity Price"), and such Seller meets your final qualification steps (which may take place outside the Sorcity.com service, such as further phone qualification).

Posting a bid (seller) on a Reverse-Auction is a firm offer to sell, at your Lowest Bid placed, that which the buyer has listed in their Reverse-Auction and an acceptance of the buyer's Terms & Conditions contained there-in.

Reverse-Auctions on Sorcity.com can range from two thousand to millions of dollars. Due to the fee structure, bid increments and commercial purpose of the Sorcity.com service, Reverse-Auctions below $2,000 are not accepted because they typically do not draw enough attention from suppliers to make the bidding process effective.

If you are using Sorcity.com as a Seller, but fail to perform on a confirmed sale, you agree to pay Sorcity.com the sales fees even though the transaction is not consummated.

If you are using Sorcity.com as a Buyer, but fail to perform on a confirmed buy, you agree to pay Sorcity.com a $75 usage fee for the Reverse-Auction. As noted above, several of these "fail-to-perform" events can lead to account suspension or termination of your Member status.


Reverse-Auction Terms & Conditions:

All bids are final once submitted. In the event of a mistake, you must contact Sorcity.com immediately, however, there is no guarantee that a purported retraction of an incorrect bid may be accepted by the Buyer. In the event of two bids of equal amount, the earlier in time bidder wins.

The allowed bid dollar amount will be incremented down as follows:

$20 reduction increments for bids below $1,000.00
$50.00 reduction increments for bids between $1,001 and $5,000
$200.00 reduction increments for bids between $5,001 and $20,000
$500.00 reduction increments for bids above $20,000

A Seller may use the Sorcity proxy bidding capability if desired. Proxy bidding is where a Seller may put in their lowest bid and allow Sorcity to bid for them just enough to outbid other bidders. In this event, the Current Bid is not necessarily the Current Bidders lowest bid. It is only low enough to outbid all other Sellers. If you place a bid that is lower than the Current Bid, but not lower than the Current Bidders lowest bid (which you cannot see), you will be informed you have been outbid and the new Current Bid will become one increment below your Lowest Bid.

For example; If Seller A places a Low Bid of $60,000, and Seller B places a Low Bid of $50,000, Seller B's Current Bid will be 59,500 ($500 less than Seller A's bid). If Seller C places a Low Bid of $55,000, Seller C will be informed there is already a lower bid. The new Current Bid shown for Seller B will be $54,500 ($500 less than Seller C's bid). Through this process, Seller B's final bid will only have to be low enough to outbid all other Sellers. This also protects each Seller's Lowest Bid from being known until a lower bid is submitted by another Seller.

Sorcity.com is not responsible for bids not being processed or not being accepted due to technical difficulties. Posted Reverse-Auction closing times will be extended by ten (10) minutes if a new low bid is received within the last ten (10) minutes of the scheduled closing time. This extension will repeat until no more low bids are submitted during such last ten (10) minute periods. Sorcity.com reserves the right to extend any or all Reverse-Auction's in progress at any time at its discretion. All sales and delivery disputes are to be settled directly between the Buyer and Seller.

Membership is open to all companies around the world who agree to comply with the Sorcity.com, Inc. Membership Agreement governed under United States law and who accept that all bidding represented and fee payments made to Sorcity.com are in US dollars.

Sellers that sign-up for and bid in a specific Reverse-Auction must be qualified Sellers that have agreed to the Terms & Conditions of the posted RFQ and therefore represent to the Buyer that they are able to provide the product, commodity or service identified at the bid price ultimately determined in the Reverse-Auction. The identities of both the Buyer and the Seller will not be revealed during the Reverse-Auction session.

Disclaimers and Limitations on Liability:

Sorcity.com is merely providing Buyers and Sellers a space to conduct Reverse-Auctions through the Internet. Therefore, Sorcity.com makes no representation as to the accuracy or completeness of the information provided by Buyers or Sellers using this service. Members should exercise due diligence in their use. YOU, AS A MEMBER, EXPRESSLY AGREE THAT YOUR USE OF SORCITY.COM IS AT YOUR OWN RISK. SORCITY.COM AND ITS SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING AND COURSE OF PERFORMANCE.

WE MAKE NO WARRANTY THAT SORCITY.COM AND ITS SERVICES WILL MEET YOUR REQUIREMENTS, THAT SERVICE WILL BE SECURE. TIMELY, UNINTERRUPTED OR ERROR FREE. WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED THROUGH SORCITY.COM OR ANY TRANSACTIONS ENTERED INTO THROUGH OUR SERVICES. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SORCITY.COM AND ITS SERVICES OR AS TO THE ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY INFORMATION OBTAINED THROUGH SORCITY.COM AND ITS SERVICES.

SORCITY.COM SHALL IN NO WAY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, RESULTING FROM YOUR USE OR INABILITY TO USE SORCITY.COM AND ITS SERVICES, OR FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH SORCITY.COM AND ITS SERVICES OR RESULTING FROM ANY ALTERATION, MIS-DELIVERY OR MISCOMMUNICATION OF DATA, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF SORCITY.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGARDLESS, IN NO EVENT SHALL SORCITY.COM'S LIABILITY TO YOU EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO SORCITY.COM DURING THE SIX (6) CONSECUTIVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

Conflict Resolution:

Governing Law: This Member Agreement shall be construed in accordance with the laws of the State of Texas, without regard to the choice of law provisions, statutes, regulations or principles of this or any other jurisdiction.

Conflict Resolution: Any claim controversy that arises out of or related to this Member Agreement, or the breach of it, will be settled by arbitration in accordance with the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any court possessing jurisdiction.

Indemnification and Release:

You agree to indemnify, defend and hold Sorcity.com, and its affiliates, subsidiaries, parents, shareholders, directors, officers, employees, attorneys, agents and representatives, harmless from any and all claims, losses, damages, taxes and liabilities or expenses of any kind (including attorney's fees) that may be incurred by Sorcity.com, and its affiliates, subsidiaries, parents, shareholders, directors, officers, employees, attorneys, agents and representatives, resulting from your use of Sorcity.com and its services, your breach of this Member Agreement, any infringement of any intellectual property or other right of any person or entity by you or other user of Sorcity.com and its services using your computer and/or any intentional wrongdoing by you. Any such indemnification shall be conditioned on our notifying you of such claim, demand, cost, action, liability, loss or threat thereof in writing within a reasonable time, cooperating with you in the defense or settlement thereof, and allowing you to control such defense or settlement. Sorcity.com will be eligible to participate in such defense at our own cost or expense.

Miscellaneous:

The headings in this Member Agreement are used solely for the reference purposes and have no legal or contractual significance. Sorcity.com's failure to exercise or enforce any rights or provisions of this Member Agreement upon a breach by you or others will not and does not waive Sorcity.com's rights to act with respect to similar or subsequent breaches. If any provision of this Member Agreement is held to be contrary to law by a court of competent jurisdiction then such provision will be construed, as nearly as possible, to reflect the intent of the parties and the remaining provisions will remain in full force and effect. This Member Agreement and any web pages or other writings incorporated herein by reference sets forth the entire understanding of the parties with respect to the subject matter herein.


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