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Terms and Conditions

User Terms and Conditions – Siemens Energy Bidbrella Website

As a condition of access to and use of the online services that post these Terms (“System”) provided by Siemens Energy Inc. (“Siemens Energy”, “us”, “we”, “our”), both initially and with respect to each and every access and/or use subsequent thereto, you, on behalf of yourself and your employer (“Company”) (you and Company individually and collectively the “User”, “you”, “your”), hereby accept and agree to the terms and conditions set forth in these Terms; these Terms and the Additional Terms (defined below) are the “Agreement.”  For purposes of the Agreement, if the User is a vendor or supplier of Work (as defined below), the User is additionally defined as a "Vendor User" herein, and if the User is a customer for Work, the User is additionally defined as a "Customer User."

BY CLICKING "I ACCEPT" AT THE END OF THE AGREEMENT OR BY ACCESSING, POSTING ON OR USING THE SYSTEM OR ANY PART THEREOF IN ANY MANNER, USER ACKNOWLEDGES THAT IT HAS READ THE AGREEMENT, THAT USER UNDERSTANDS IT AND ITS TERMS AND CONDITIONS, AND THAT USER IS BOUND LEGALLY TO ITS TERMS AND CONDITIONS, WHICH INCLUDE LIMITATIONS ON OUR LIABILITY. IF USER DOES NOT UNCONDITIONALLY AGREE WITH THE AGREEMENT, USER IS NOT PERMITED TO ACCESS OR OTHERWISE USE THE SYSTEM, AND IN SUCH CASE, YOU MUST DELETE ANY MATERIALS RELATED TO THE SYSTEM THAT YOU HAVE RECEIVED OR THAT YOU HAVE IN YOUR POSSESSION.

The Siemens Energy Privacy Notice applies to the System and the User accepts and consents to our practices as set forth in such notices as a condition of use of the System.

As used in the Agreement, the terms include, includes or including shall be deemed to be followed by “without limitation.”

I.          THE SYSTEM

(a)       Purpose.  The System contains information, data, documentation, material and other content entered, posted, uploaded, transmitted to or otherwise made available there or submitted on or via the System or by means other than the System (“Content”) by the User ("User Content") or other users of the System (“Other Users”; Content posted by such Other Users "Other User Content").  The purpose of the System is to provide a venue for the exchange of information regarding purchases and sales of services (collectively “Work”) between the User and Other Users (“User Transactions”).  Content includes requests for proposals or quotations, proposals or offers for Work, vendor ratings, materials, feedback, text, images, logos, tradenames, trademarks, video, data, all to the extent permitted hereunder.  “User Transactions” include all contracts, agreements, purchase orders or other transactions based upon, arising out of or related to Content posted by the User or the Other User(s) party thereto.  User Transactions must be consummated and performed offline of and without the use of the System. All references to the purchase or sale of Work shall include, as applicable, the right to sell, buy, license and/or otherwise provide and/or acquire such Work, all as set forth herein.     

(b)       Additional Terms.  Use of the System and all Content, must comply with the requirements of Exhibit 1, System Rules and Requirements which are deemed Additional Terms and expressly incorporated into the Agreement.

(c)        User Content.  User acknowledges, understands, and agrees that (i) Content consists of information provided solely by the User or Other Users and you are solely responsible and liable (and not Siemens Energy) for such Content; (ii) Content may be placed on and/or stored on third party servers including cloud-based servers located in one or more countries; (iii) Content may include ratings, reviews and/or evaluations of User by Other User(s) (“Ratings”) which may not be favorable and which may adversely affect User's ability to engage in User Transactions; and (iv) the System is an automated system configured to attempt to match Customers and Vendors for Work using Content provided by the User or Other User(s) and proprietary algorithms and techniques which may be erroneous, deficient, inaccurate, incomplete, incorrect, and/or may not timely or otherwise find such appropriate matches or produce expected results for the User or Other Users;  and User expressly consents to the preceding (i) through (iv).   thereto and waives, releases and shall forever hold Siemens Energy, its affiliates, its or their respective officers, directors, employees, agents or representatives (individually and collectively the "Siemens Energy Parties") harmless for, from and against any and all loss, damage or liability arising out of or resulting therefrom.

(d)       No Endorsement.  Without limiting any of the other disclaimers and limitations of and protections against liability of the Siemens Energy Parties hereunder, the agreement of Siemens Energy to permit User to access and use the system shall in no way be deemed an endorsement of the (i) User or any Other User, whether as to its qualifications, experience, capabilities, trustworthiness, financial or other wherewithal, or otherwise, or (ii) any User Transaction.  Siemens Energy is not responsible for any statements of any kind, whether as to opinion, complaints, comments, Ratings or otherwise. Such representations constitute the opinions of those who posted the same and are not endorsed by Siemens Energy and do not reflect its opinions

II.        ACCESS; USER AGREEMENTS; FEES 

(a)       Password.  Siemens Energy shall have the sole and exclusive right, in its sole discretion, to invite and to terminate Users on the System for any reason or for no reason. Access to the System requires that (i) User submit an application for a user ID and password from Siemens Energy (collectively “Password”), which application may be accepted or rejected by Siemens Energy in Siemens Energy’ sole discretion, and (ii) User’s acceptance of and agreement with the Agreement, as the same may be amended by Siemens Energy from time to time, in its entirety.  Only one Password may be obtained for an individual email address.  Among other information required, User must provide its real name and the name of the Company that it represents, and a valid company (not personal) email address.   User represents and warrants that all information provided by User in its application to Siemens Energy for a Password for the System is complete, current, and accurate, and provided without falsification, fraud or collusion with any Other User or party.  Passwords must be personal and unique and must not violate the rights of any person or entity or be offensive. Siemens does not review accounts for authenticity and is not responsible for any unauthorized accounts that may appear on the System. Siemens Energy may reject the use of any password, username, or email address for any reason in our sole discretion. For any dispute as to account creation or authenticity, Siemens Energy shall have the sole right to resolve such dispute as we determine appropriate, without notice.

(b)       Grant of Access.  If granted, the User’s access to the System shall be effective upon receipt by the User of an electronic notice from Siemens Energy advising of the same.  User shall maintain the Password associated with the User in strictest confidence, and not disclose or provide the same to any other person or party, including other persons employed by Company. If you register with the System or create an account, the individual registering and the Company are jointly and severely responsible and liable for the security and confidentiality of your access credentials, for restricting access to the authorized User and for all activity under User’s account.  User is solely responsible for User’s registration information and for updating and maintaining it. User will immediately notify us at bidbrellaconnect.us@siemens-energy.com any unauthorized use of User’s account or Password but will remain responsible for any unauthorized use thereafter. User will not sell, transfer, or assign your account or any account rights.  The Company will maintain appropriate monitoring of its individual System users to ensure compliance with the Agreement and prompt notification to us of any changes in authorized status or unauthorized account access or use.

(c)        Password Termination.  The User's right to use the Password shall terminate immediately upon termination of the Agreement, termination of User’s employment with Company, or in Siemens Energy’s sole discretion, with us without cause, upon written notice to User that such Password has been terminated.  

(d)       Necessary Equipment, Software, Services.  It is solely up to the User, at its sole expense, to obtain and maintain any and all software, network equipment or services, hardware, computer or computing resources, or other items (“Resources”) to access the System. SIEMENS ENERGY MAKES NO REPRESENTATION OR WARRANTY THAT THE SYSTEM IS OR WILL BE COMPATIBLE AT ANY TIME WITH ANY RESOURCES.  User agrees to assume all responsibility concerning activities related to User’s use of the System, including providing any support or meeting any requirements of User’s contracts with third parties, obtaining and paying for all licenses and costs for third party software and hardware or other Resources necessary for User’s access and use of the System, and maintaining and backing up any data.

(e)        System Availability and Changes.  Siemens Energy reserves the right, at any time and without notice, to modify, suspend, terminate, or interrupt operation of or access to the System, or any portion of the System, and/or Content (and any elements and features of them), in whole or in part, for any reason, in Siemens Energy’s sole discretion, and without advance notice or liability for maintenance, upgrades, and the like, and in order to protect the System, Siemens Energy, Siemens Energy Parties, or Siemens Energy's business. User agrees that Siemens Energy shall not be responsible or liable for any damages arising from any interruption, suspension or termination of the System, regardless of the cause.

(f)        Fees.  

            (1)       (A) – Not Used

(B)       (i) Vendor User shall pay Siemens Energy fees on each User Transaction consummated by Vendor User for Work as set forth in the separate “Fee Agreement” with Siemens Energy entered into between Vendor User and Siemens Energy which is expressly incorporated herein by referenced ("Fee Agreement" and “Transaction Fees” respectively).  Transaction Fees are unconditionally due and payable within sixty (60) days after issuance of such invoice(s) and must be so paid irrespective of whether the invoice is paid.    

            (ii)  Payment.

Payments of Transaction Fees shall be submitted with a report identifying the Purchase Order [or any other applicable contract documents] by number and date. If the Payment Method is past due for any reason, without limiting any other rights or remedies, we reserve the right to collect fees owed using other collection methods, including retaining collection agencies and legal counsel, and you agree to reimburse us for any expense associated with such collection methods.

(iii)      Payment of Transaction Fees shall be in addition to any other amounts that Vendor User is otherwise obligated to pay Siemens Energy Parties, including under any other agreement. 

(2)       Examination of Records.  Vendor shall maintain books and records of account, in accordance with generally accepted accounting principles and practices concerning the Work and its obligations to pay Fees.  The accounting records shall be adequately safeguarded and protected during the term of the Agreement and for at least three years thereafter.

Siemens Energy and its auditors and other authorized representative shall have the right to review and audit, and shall be afforded access to Vendor's pertinent books, accounts, ledgers, bank records, receipts, vouchers, purchase orders and other records to verify that Vendor has properly computed the Transaction Fees payable to Siemens Energy hereunder.  Siemens Energy will provide reasonable prior notice for any requested audit and conduct the audit at its own expense.  Without limiting any rights or remedies, Siemens Energy may terminate the User should it determine that User has failed to pay all Fees when due. 

(g)       Termination by User.  User may terminate the Agreement by email notice to Siemens Energy via email at bidbrella.us@siemens-energy.com, such termination to be effective thirty (30) days following Siemens Energy’s receipt of such notice.  Such termination shall terminate, end, and render null and void User’s access to the System and any and all rights of User hereunder, including any rights any User Content or other information accessed or uploaded by User, and Siemens Energy shall have no obligation whatsoever to retain any such information on the System or otherwise.  Such termination shall not relieve User of any of its obligations pursuant to Sections II(f) with respect to User Transactions effected prior to the effective date thereof.  The provisions of Sections II(f), III, V, VII, VIII(c), IX, X, and XII shall survive termination or termination or expiration of the Agreement.     

III.       YOUR LICENSE TO US

(a)        User grants Siemens Energy a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, transferable and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any Content, for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same, all without any obligation to you not required by applicable law, or explicit terms of our Privacy Notice [LINK]. As permitted by applicable law, and subject to any explicit terms of Siemens Energy’s Privacy Notice [LINK], User also irrevocably consents to Siemens Energy’s use and association of User’s name (and, if part of a Submission, your likeness) in connection with Users Content derivatives thereof.  As permitted by applicable law, User hereby waives, and User agrees to waive, any moral rights (including attribution and integrity) that User may have in any Content, even if it is altered or changed in a manner not agreeable to you.  To the extent not waivable, User irrevocably agrees not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. 

(b)       User further grants to Siemens Energy and its affiliates a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, transferable and cost-free right and license to display User’s logo(s), trademark(s), service mark(s), tradenames and any other symbol or name identifying User on the User’s login pages and other pages or displays that User may access on the System and for no other use. 

(c)        User understands that User will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Article III.  In addition, Siemens Energy and Siemens Energy’s successors, assigns and licensees retain all of the rights held by members of the general public with regard to User Content.  Siemens Energy’s receipt of User Content is not an admission of their novelty, priority, or originality, and it does not impair Siemens Energy’s right to contest existing or future intellectual property rights.

IV.       INTELLECTUAL PROPERTY INFRINGEMENT

If you are a copyright owner and believe infringing use of your content is on the System, or you are a User that has received notice that you have posted allegedly copyright infringing content on our System, click bidbrella.us@siemens-energy.com:

(a) Copyright Infringement Notices  

  1. DMCA Notice.  Siemens Energy asks our Users to respect the intellectual property rights of others.  It is our policy to respond appropriately to clear notices of alleged copyright infringement, as set forth more fully below.  In Siemens Energy’ sole discretion, Siemens Energy may remove content that may be infringing on another person’s intellectual property rights with or without notice to the potential infringer.  In accordance with the U.S. Digital Millennium Copyright Act (“DMCA”) and other applicable law, Siemens Energy has adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. 
  1. If we remove or disable access in response to a DMCA Copyright Infringement Notice, we will make a good faith attempt to contact the owner or administrator of the affected content so that they may make a counter-notification.  If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the System, then you may send us a written notice that includes all of the following:
  1.  a legend or subject line that says: “DMCA Copyright Infringement Notice”;
  1. a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
  1. a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the full URL of the page(s) on the System on which the material appears);
  1. your full name, address, telephone number, and email address;
  1. a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  1. a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and
  1. your electronic or physical signature.

Siemens Energy will only respond to DMCA Notices that it receives by mail, email, or facsimile at the addresses below:

By Mail:                          11842 Corporate Boulevard, Orlando, FL 32817

By Email                         bidbrella.us@siemens-energy.com

For more information call: 1-407-736-2000

It is often difficult to determine if your copyright has been infringed.  Siemens Energy may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and Siemens Energy may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA. 

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

We may send the information that you provide in your notice to the person who provided the allegedly infringing work.  That person may elect to send us a DMCA Counter-Notification.

Without limiting Siemens Energy’ other rights, Siemens Energy may terminate an infringer’s access to the System and any other website owned or operated by Siemens Energy.

  1. Counter-Notification.  If access on the System to a work that you submitted to is disabled or the work is removed as a result of a DMCA Copyright Infringement Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above.  Your DMCA Counter-Notification should contain the following information:
  1. a legend or subject line that says: “DMCA Counter-Notification”;

(ii)       a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the full URL of the page(s) on the System from which the material was removed or access to it disabled);

  1. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;

(iv)      your full name, address, telephone number, email address, and the username of your Account;

(v)       a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the Central District of California), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and

(vi)      your electronic or physical signature.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification.  However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the System.  You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.

V.        PROPRIETARY RIGHTS AND LIMITED LICENSE TO YOU

(a)       Limited License.  The Agreement provides User only a limited, revocable, non-transferable right to access and use the System for the limited purpose set forth herein subject to the Agreement.  Accordingly, User expressly acknowledges and agrees that Siemens Energy transfers no ownership or intellectual property interest or title in and to the System, any Content or Information (defined below) to User or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including HTML code), programs, software, products, information, and documentation as well as the design, structure, selection, compilation, assembly, coordination, expression, "look and feel," and arrangement of any Content contained on or available through the System, unless otherwise indicated, are owned, controlled, or licensed by Siemens Energy, its affiliates and respective successors and assigns, and are protected by law including United States copyright, trade dress, trade secret, patent, and trademark law, unfair competition, as well as other state, national, and international laws and regulations.  Without limiting the preceding, Siemens Energy owns the Siemens Energy name, logo, and all other names, logos, and icons identifying Siemens Energy and its programs, products, and services as proprietary trademarks of Siemens Energy, and any use of such marks, including as domain names, without the express written permission of Siemens Energy is strictly prohibited. Any other service and entity names mentioned herein may be the trademarks and/or service marks of their respective owners.  The Agreement provides only narrow, limited grants of rights to use and access the System and Content.  No other right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise.  ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU ARE RESERVED BY SIEMENS ENERGY.  Any unauthorized use of any Content, Information (defined below) or the System for any purpose is prohibited.  Actual or attempted unauthorized use of the System may result in criminal and/or civil prosecution, including, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law.

(b)       Our Information.  Siemens Energy may, from time to time, post, upload or otherwise make available on the System information pertaining to Work of Siemens Energy or its affiliates, whether in hard copy, electronic, oral, visual or other format (“Information”).  Information is proprietary to Siemens Energy.  User will not disclose such Information to any third party and shall not use such Information other than for its intended purpose, without the prior written consent of Siemens Energy.  All such Information shall be maintained by User in confidence with the same level of care as User maintains its own confidential and proprietary information but in no event maintained with any less than a reasonable standard of care.

User agrees not to reverse engineer, modify, improve, or make derivative works of such Information or any products or services embodying the Information, and also agrees not to seek or obtain any intellectual property rights directly or through others based in whole or part on the Information, or derivations or modifications thereto without Siemens Energy’s prior written consent.  User further agrees that if it obtains or assists in the obtainment of any such intellectual property rights, it has acted and will act as an agent for the benefit of Siemens Energy for the limited purpose of obtaining and securing such intellectual property and assigning the entirety of such to Siemens.

(c)        Other Information.  With respect to information (other than Siemens Energy Information) relating to transactions, negotiations and other communications between User and Other Users that the discloser thereof may deem confidential information, it is solely the responsibility of such discloser and such other User(s) to enter into separate agreements protecting the confidentiality thereof.  Siemens Energy shall have no liability for, or obligation or responsibility to protect any such confidential information.   

(d)       Irreparable Harm.  User agrees that any violation of the Agreement may cause irreparable harm to Siemens Energy, for which monetary damages alone would be insufficient to remedy, and that Siemens Energy is accordingly entitled to appropriate equitable relief (including injunctive relief, or specific performance) for any breach or anticipatory breach of the Agreement.  Such equitable remedies shall not be exclusive nor be in derogation of any other rights or remedies under the Agreement or under statutory or common law.  All of Siemens Energy’ rights and remedies shall be cumulative and may be exercised separately or concurrently.  As permitted by applicable law, you irrevocably agree to limit your remedies, if any, arising out of the Agreement or otherwise related to the System to claims for money damages and irrevocably waive any equitable or injunctive relief.

 

VI.       COMPLIANCE

  1. As used in the Agreement, the term:
  1. “Designated Person” means any person, entity or country:

(1)       whose name is specified in, or pursuant to, any Executive Order issued by the President of the United States of America, or any regulation issued by the Canada, European Union (“EU”), each relating to the designation of a person as a terrorist or terrorist organization or blocking any assets of such person;

(2)       in respect of whom User has received notice from the United States Government or the EU that all financial transactions involving the assets of such person have been, or are to be, blocked;

(3)       who is designated from time to time by either Executive Order of the President of the United States, or in published lists issued by the United States Treasury Department (and its Office of Foreign Assets Control [“OFAC”]) including the Specially Designated Nationals (“SDN”) list, the United States Department of Commerce, the United States Department of State, Canada or the EU, as a foreign terrorist organization, an organization that assists or provides support to a foreign terrorist organization or a party subject to sanctions; or

(4)       who User knows is or was convicted, found guilty or against whom a judgment or order was entered in any proceedings for violating money laundering, anti-corruption or bribery, or international economic or anti-terrorism sanction laws, or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

(ii)       “Sanctions Laws” means the applicable U.S. statutes and regulations administered by OFAC, government of Canada, the applicable EU regulations, or the regulations of any other governmental authority of any other country, that are intended to deprive targeted countries, entities and individuals from conducting business with U.S., Canada, the EU or such other country persons and/or deny them the benefits of trade with the United States, Canada, the EU and/or such other country.

(iii)      “Prohibited Transaction” means any transaction (including any act of omission, commission, assistance to another, or aiding and abetting in furtherance of the transaction) that:

(1)       involves the receipt, transfer, transportation, retention, use, structuring, diverting, or hiding the proceeds of any criminal activity whatsoever, including drug trafficking, fraud, and bribery of a public official as prohibited by applicable laws;

(2)       involves engaging or becoming involved in, financing, or supporting financially or otherwise, sponsoring, facilitating, or giving aid or comfort to any terrorist person, activity or organization as prohibited by applicable laws; 

           (3)       involves a Designated Person; or

            (4)       violates economic Sanctions Laws. 

(b)       User represents, warrants, covenants and agrees that:

           

  1. User has not been, is not and will not be a Designated Person; and
  1. User will not use the System (or permit such use) or any Work in any manner that is, involves, or may result in a Prohibited Transaction, and
  1. User’s use of the System and any Information or other Content on the System will at all times comply with all applicable laws, rules and regulations including  laws regulating online content, and Sanctions Laws, and including any and all record keeping, reporting or disclosure requirements thereof. Without limiting the generality of the preceding, User will comply with applicable export laws and regulations including any export license requirements, and agrees that any Work, Information or other Content, whether posted by User, Other Users, Siemens Energy or otherwise, shall not at any time directly or indirectly be used, exported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with such applicable export laws and regulations.
  1. User shall not transfer, export or re-export Work to any customers or any intermediate if User knows or reasonably should know or becomes aware that the same would constitute a Prohibited Transaction, or use in connection with missiles, chemical or biological weapons, nuclear end uses or any other prohibited uses; and
  1. User is solely responsible for obtaining any and all appropriate licenses, permits, authorizations, approvals, consents, clearances, waivers, releases and any other statements from all applicable governmental authorities to comply with export control or other applicable laws. 

VII.     DISCLAIMERS AND LIMITATIONS OF LIABILITY

(a)       Under no circumstances will the Siemens Energy Parties be liable in any way for, arising or resulting from the Agreement, any Work, User Transactions, Information, the System, or Content, including any  errors or omissions therein, any infringement or misappropriation or violation of any intellectual property rights, for any loss or damage of any kind incurred as a result of the provision, failure to provide, use or non-use thereof or anything uploaded, posted, transmitted, or otherwise made available via the System, whether based in contract, tort, negligence, strict liability, or otherwise.

(b)       THE USER EXPRESLY ACKNOWLEDGES AND AGREES THAT NO WARRANTY, REPRESENTATION OR GUARANTEE WHATSOEVER IS MADE WHETHER EXPRESS OR IMPLIED, WHETHER AS TO THE AVAILABILITY, ACCURACY, COMPLETENESS, PERFORMANCE, USEFULLNESS, CURRENCY, FITNESS FOR PURPOSE, OR OTHERWISE, WITH RESPECT TO (1) THE SYSTEM; (2) CONTENT (3) REGARDING USER'S OR ANY OTHER USER’s QUALIFICATIONS, COMPETENCY, CAPABILITIES, INTEGRITY, WORTH, OR OTHERWISE; OR (4) THAT THE SYSTEM CAN OR WILL LOCATE OR PROVIDE SUITABLE VENDOR USERS OR CUSTOMER USERS TO ENGAGE IN A USER TRANSACTION, OR (5) OTHERWISE. 

(c)        THE SIEMENS ENERGY PARTIES FURTHER DISCLAIM ALL LIABILITY AND RESPONSIBILITY WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, FOR ANY LOSS OR CLAIM OF ANY KIND RESULTING FROM, ARISING OUT OF, OR ANY WAY RELATED TO (1) ERRORS IN OR OMISSIONS FROM CONTENT, INCLUDING TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (2) ANY THIRD PARTY WEB SITES, PRODUCTS, SERVICES OR CONTENT, (3) THE UNAVAILABILITY OF THE SYSTEM, (4) ANY USE OF ANY RESOURCES OR OTHER EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SYSTEM, (5) ANY RELIANCE ON INFORMATION OR CONTENT, (6) WORK, OR (7) USER TRANSACTIONS, INCLUDING ANY FAILURE OF ANY PARTY TO CONCLUDE OR PERFORM A USER TRANSACTION OR ANY BREACH OF ANY CONTRACT BY ANY PARTY TO A USER TRANSACTION. 

(d)       SHOULD THEY HAVE ANY LIABILITY HEREUNDER AT ALL, IN NO EVENT SHALL THE SIEMENS ENERGY PARTIES UNDER ANY CIRCUMSTANCES BE LIABLE UNDER ANY THEORY OF RECOVERY, WHETHER BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), UNDER WARRANTY, OR OTHERWISE, FOR: ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE OR PUNITIVE DAMAGES WHATSOEVER; DAMAGE TO, LOSS OF OR LOSS OF USE OF PROGRAMS, INFORMATION, PLANT, PROPERTY OR EQUIPMENT; LOSS OF PROFITS, REVENUE OR GOODWILL; LOSS OF DATA; MISAPPROPRIATION OR INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADE DRESS, TRADE SECRETS, OR OTHER INTELLECTUAL PROPERTY; INCREASED COSTS OF ANY KIND, INCLUDING CAPITAL COST, FUEL COST AND COST OF PURCHASED OR REPLACEMENT POWER; OR CLAIMS OF CUSTOMERS OR USER, INCLUDING CLAIMS FOR VOLTAGE OR FREQUENCY FLUCTUATION, SERVICE OR PROCESS STEAM INTERRUPTION OF ANY KIND IN ANY WAY ARISING OR RESULTING FROM OR RELATING TO THE AGREEMENT, THE SYSTEM (INCLUDING ITS AVAILABILITY, NON-AVAILABILITY, USE OF OR INABILITY TO USE IT), THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS UNDER THE AGREEMENT, THE PERFORMANCE OR NON-PERFORMANCE OF ANY PARTY TO ANY USER TRANSACTION OR ANY OTHER TRANSACTIONS ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH THE  SYSTEM, OR OTHERWISE.

(e)        Other Users and Third Parties.  Siemens Energy makes no representations with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of any User or third party information, materials, programs, products, and services or any other information, materials, programs, products, and services which you may acquire, access or use. Your correspondence or any other dealings with Other Users or third parties found on the System are solely between you and such Other User or third party, as the case may be. ACCORDINGLY, SIEMENS ENERGY EXPRESSLY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ALL USER OR THIRD PARTY INFORMATION, MATERIALS, PROGRAMS, PRODUCTS, AND SERVICES CONTAINED ON, UPLOADED TO, TRANSMITTED ON  OR ACCESSED THROUGH THE SYSTEM, AND YOU AGREE THAT THE SIEMENS ENERGY PARTIES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT THEREOF OR AS THE RESULT OF THE PRESENCE OF SUCH USER OR THIRD PARTIES ON THE SYSTEM, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHEWISE.

(f)        Without limiting its other obligations hereunder, User agrees to defend (if requested by the Siemens Energy Parties), indemnify, and hold Siemens Energy Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) (“Claims and Losses”) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against the Siemens Energy Parties, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with: (i) Content uploaded or posted by you; (ii) any disputes, claims, litigations, actions, arbitrations, controversies or proceedings between or among User and Other User(s) involving, related to, arising out of or resulting from User Transaction(s); (iii) your use of the System and your activities in connection with the System, including User Transactions; (iv) your breach or alleged breach of the Agreement; (v) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the System or your activities in connection with the System; (vi) information or material transmitted through any of your devices, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vii) any misrepresentation made by you;; and (viii) any Siemens Energy Parties’ access or use of Content. 

You will cooperate as fully required by Siemens Energy Parties, in the defense of any Claim and Losses.  Notwithstanding the foregoing, Siemens Energy Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses.  Siemens Energy Parties reserve the right to assume the exclusive defense and control of any Claims and Losses.  You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Siemens Energy Party. This section is not intended to limit any causes of action against us that you may have but are not waivable under applicable law.

(g)       THE PROVISIONS OF THIS SECTION VII ARE IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS OF AND INDEMNITIES AGAINST LIABILITY OF THE SIEMENS ENERGY PARTIES ELSEWHERE HEREIN OR PROVIDED BY LAW AND SHALL PREVAIL OVER ANY CONFLICTING OR INCONSISTENT PROVISIONS SET FORTH ELSEWHERE IN THE AGREEMENT.

VIII.    SIEMENS ENERGY’ RIGHTS

(a)       Siemens Energy shall have the absolute right but no obligation to transmit to user e-mails or other electronic or hardcopy promotional, marketing, sales, and other communications, and user expressly agrees with and consents to the foregoing.

 (b)       User acknowledges and agrees that Siemens Energy shall have the right (but not the obligation) in its sole discretion to (i) access and monitor the System, Content and activities of User, (ii) to refuse or remove any Content that is on or available via the System, and (iii) to edit any Content that Siemens Energy, in its sole discretion, deems violates the Agreement or is otherwise objectionable and may, in its sole discretion and without liability, reject, delete, move, re-format, remove or refuse to post or otherwise modify  Content without notice or any liability to you or any third party in connection with the operation of the System in an appropriate manner, including to enhance accessibility of Content, address copyright infringement, and protect User from harmful Other Users or  Consent.   Siemens Energy may, but does not commit, to address Content that comes to our attention that we believe is offensive, injurious to minors, obscene, lewd, lascivious, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, may give rise to liability to the Siemens Energy Parties or other parties, or interfere with or impair Siemens Energy’ relationship with any other party, constitute a breach of User’s obligations under the Agreement, or damage Siemens Energy’ or its affiliates reputation or that of the System. Siemens Energy shall have no obligation to preserve or maintain Content on the System or otherwise at all or for any period of time. The preceding sentence shall not preclude any claim of a User solely against an Other User for breach of contract arising out of a User Transaction or for claims by a User against an Other User for copyright infringement for use of the User’s User Content by Other Users outside of, and without connection to, the System.

(c)        User waives, releases, and forever discharges the Siemens Energy Parties, Other Users, and any other party responsible in any way for User Content or the posting or thereof on or removal thereof from the System, from and against any and all claims, demands, suits, proceedings, damages, costs, expenses, and liabilities for, arising out of or resulting from any User Content. 

(d)       Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the System as well as to disclosures required by or under applicable law or related government agency actions and pursuant to court orders involving requests for such information.

(e)        Siemens Energy is not responsible for and shall have no obligation for screening, policing, editing, monitoring, or responding to Content.  Siemens Energy shall have no obligation to maintain the System, store or preserve any Content, and shall have no liability whatsoever for any failure to do so.  Except with respect to Siemens Energy' right and ability to delete or remove Content or Submissions (or any part thereof), Siemens Energy does not endorse, oppose, or edit any Content, opinion or information provided by User or an Other User and does not make any representation with respect to, nor does it endorse the accuracy, completeness, timeliness, or reliability of any advice, opinion, statement, or other material displayed, uploaded, or distributed by User or  Other Users.

(f)        Siemens Energy has the right to promote to its current and potential suppliers or customers that you are a User of the System and willing to conduct and is conducting, exchanges of information related to potential Work through the System. Siemens Energy will have the right to use and display User’s name, likeness, trademarks, service marks, trade names and any non-confidential information and materials that User provides to Siemens Energy during the term of the Agreement solely in connection with, and for the presentation, marketing, and promotion of the System unless agreed otherwise with User in writing.

IX.       USER COVENANTS, REPRESENTATIONS AND WARRANTIES

User covenants, represents, warrants and agrees that:

(a)       User shall at all times comply with Exhibit 1 to the Agreement;

(b)       User has and will maintain all required experience, capabilities, qualifications, and expertise and is and shall remain lawfully qualified to conduct its business and to perform User Transactions;

(c)        User has all rights necessary to post or otherwise submit Content without violation of any intellectual property or other rights, or of any applicable laws, rules and regulations of any national, state or local authorities having jurisdiction of any kind over User, Siemens Energy, the internet, personal privacy, or otherwise related to User’s participation in or use of the System;

(d)       User has full authority to bind the Company it represents to the terms and conditions of the Agreement;

(e)        User may be exposed to content that User finds to be offensive or objectionable and consents thereto; and,

(f)        User has all right, title and interest in the Work it offers for sale on the System and can transfer such Work to the acquirer thereof free and clear from any and all liens, claims or encumbrances, pledges, mortgages of any kind, such Work exist and are in User’s possession and control, and are as advertised by the User.

(g)       Its User Content is current, complete, and accurate, and is not fraudulent or misleading.

X.        USER TRANSACTIONS

(a)       Terms.  The specific terms and conditions of transactions entered into between Users, including prices, quantities, warranty, delivery terms are solely between the User and the Other User party(s) to such transaction.

(b)       User Disputes.  Any and all disputes, controversies, claims, contests, protests, litigations, arbitrations, or any other proceeding shall be solely between or among the User and/or such Other Users, and User hereby releases, indemnifies and holds harmless the Siemens Energy Parties (defined below) from any and all losses, claims, disputes, controversies, claims, contests, protests, litigations, arbitrations and/or damages of every kind and nature (including actual, direct, exemplary, special, incidental, indirect and consequential), known and unknown, disclosed and undisclosed, unforeseen or foreseen, incurred by User or any Other User or third party arising out of or in any way connected with such dispute.   Such release of the Siemens Energy Parties is given with knowing waiver of California Civil Code Section 1542 and any other law that limits a general release from waiving unknown claims.  Any disputes between User and any Other User are solely between such parties and User releases, and shall indemnify and hold harmless the Siemens Energy Parties from any and all liability, loss, damages, and claims of every kind and nature, whether arising in contract, tort, negligence, strict liability, (including actual, direct, exemplary, special, incidental, indirect and consequential), known and unknown, disclosed and undisclosed, unforeseen or foreseen, incurred by User or any third party arising out of or in any way connected with such dispute.

(c)        Only Users are permitted to sell or purchase Work.  In offering Work for sale or purchase, the User must identify itself by its real name or the name of Company.

(d)       Unless otherwise stated by the User making the post, all prices posted on the System must be in United States dollars.

(e)        User acknowledges and agrees that it is solely up to the User (i) to determine such qualifications, experience, capabilities, trustworthiness, financial or other wherewithal and whether to engage in any User Transaction,  (ii) to conduct thorough and independent research as to whether the Other User is properly qualified, licensed, insured, reputable and otherwise capable of performing its obligations under a User Transaction, and (iii) to consult attorneys or other advisors regarding User Transactions and any disputes that may arise with respect thereto.  The User must submit and maintain at all times complete, current and accurate Content, and must evaluate, and bear all risks associated with, the use of the System, any Content including any reliance on the accuracy, completeness, or usefulness thereof.  All opinions and statements made by User or Other Users on the System are or those of the User or Other Users alone and Siemens Energy neither condones nor endorses the propriety, reliability or accuracy of such statements.

(f)        Export Control.  Users shall ensure that no Work consists of or includes  (1) that classified with Export Control Classification Number (“ECCN”) EAR99 and dual-use items that are controlled only for the Anti-Terrorism (“AT”) reasons under the U.S. Export Administration Regulations (“EAR”, 15 CFR 730-774) or (2) that is uncontrolled and not subject to the US regulations; and Work shall in no event include (1) any other dual-use item controlled under the EAR, (2) any defense article  that is listed on the U.S. Munitions List (22 CFR Part 121) or controlled under the U.S. International Traffic in Arms Regulations (“ITAR”, 22 CFR 120-130), (3) dual-use items controlled pursuant to EU Dual-Use Regulation No. 429/2009, as amended, or (4) controlled under the Canadian Export Control List or (5) any items intended for use in connection with military, nuclear technology or weapons of mass destruction. 

XI.       SECURITY

Siemens Energy has endeavored to create a reasonably secure and reliable system.  However, the User acknowledges and agrees that the confidentiality of any communication or material on or transmitted to or from the System over the Internet or other form of communication network cannot be guaranteed.

XII.     APPLICABLE LAW

The Agreement will be governed by, construed, and resolved in accordance with, the laws of the State of Florida, U.S.A., without regard to its conflicts of law provisions that might apply the laws of another jurisdiction.  The User irrevocably consents to venue and jurisdiction in Orlando, Florida, and hereby waives any jurisdictional or venue defenses otherwise available to it.

XIII.    SEVERABILITY; INTERPRETATION

If any provision of the Agreement is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from the Agreement, and the invalidity of the provision will not affect the validity or enforceability of the remainder of the Agreement  To the extent permitted by applicable law, you agree to waive and will waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.

 XIV.    INDEPENDENT CONTRACTOR

User and Siemens Energy are and shall remain independent contractors, and neither party shall be deemed or construed as a partner, joint venturer, agent or representative of the other.  User shall have no authority to and shall not purport to speak for or bind Siemens Energy in any manner.  User is not a third party beneficiary to the Agreement as relates to Other Users or otherwise.

XV.     ASSIGNMENT

User shall not assign, novate or otherwise transfer the Agreement, in whole or in part, or delegate or subcontract any of its rights or obligations hereunder, without Siemens Energy's prior written consent. Siemens Energy may assign its rights and obligations under the Agreement, in whole or in part, to any party at any time without any notice. 

XVI.    FORCE MAJEURE

Siemens Energy shall not be liable for failure to perform any part of the Agreement where such failure is due to fire, flood, power outages, strikes, labor troubles or other industrial disturbances, disease outbreak, epidemic, pandemic, inevitable accidents, war (declared or undeclared), acts of terror, commercially unreasonable hostile acts by a third party with respect to the System (including a denial of service attack), embargoes, blockages, legal restrictions, governmental regulations or orders, riots, insurrections, or any cause beyond the control of Siemens Energy.

XVII.  UPDATES TO TERMS

IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS EACH TIME YOU USE THE SYSTEM (AT LEAST PRIOR TO EACH TRANSACTION OR SUBMISSION). EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SYSTEM YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF NEW TERMS BY POSTING THEM ON THE SYSTEM (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SYSTEM AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE NEW TERMS FOR YOUR NEW USE AND TRANSACTIONS.  EXCEPT AS SET FORTH IN SECTION XII OR AS REQUIRED BY APPLICABLE LAW, ANY NEW TERMS WILL BE EFFECTIVE AS TO NEW USE AND TRANSACTIONS AS OF THE TIME THAT WE POST THEM, OR SUCH LATER DATE AS MAY BE SPECIFIED IN THEM OR IN OTHER NOTICE TO YOU.  IN THE EVENT ANY NOTICE TO YOU OF NEW, REVISED, OR ADDITIONAL TERMS IS DETERMINED BY A TRIBUNAL TO BE INSUFFICIENT, THE PRIOR AGREEMENT SHALL CONTINUE UNTIL SUFFICIENT NOTICE TO ESTABLISH A NEW AGREEMENT OCCURS.  YOU CAN REJECT ANY NEW, REVISED OR ADDITIONAL TERMS ONLY BY DISCONTINUING USE OF THE SYSTEM.

XVIII. FEEDBACK

Should the User have any questions or require clarification on the System, the User is encouraged to use the feedback link provided on the System or notify us bidbrella.us@siemens-energy.com.

XIX.    HEADINGS

Any headings used in the Agreement are for convenience only and shall not be construed as modifying, limiting or expanding in any way the scope or extent of the provisions in the Agreement.

XX.     COMPLETE AGREEMENT; NO WAIVER 

The Agreement reflects the complete agreement between the Parties regarding the System and supersedes any prior agreements, representations, warranties, assurances or discussion related thereto.  Except as expressly set forth in writing by an authorized officer of Siemens Energy, (i) no failure or delay by you or Siemens Energy in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of the Agreement will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

_____________________________________________________________

I HAVE READ AND UNDERSTOOD THE FOREGOING AGREEMENT AND, ON MY BEHALF, AND ON BEHALF OF COMPANY AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. PLEASE MANIFEST YOUR ASSENT TO THE AGREEMENT BY CLICKING ON THE APPROPRIATE LINK BELOW. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO ACT FOR AND BIND YOUR COMPANY TO THESE TERMS.

I HAVE READ AND UNDERSTOOD AND I ACCEPT THE AGREEMENT

_______Agree

I HAVE READ AND UNDERSTOOD AND REJECT THE AGREEMENT          

_______Do Not Agree