CHATHAM COUNTY VIMS™ TERMS AND CONDITIONS

Acknowledgement and Disclaimer

By proceeding any further, Vendor acknowledges and agrees that Vendor utilizes this method of registration for quote and bid notifications at Vendor’s own risk, that use of this website is not intended as a substitute for Vendor’s own due diligence in searching for advertisements for projects and in submitting quotes/bids/proposals by conventional methods, and that Vendor may not reasonably rely upon Vendor’s use of this website in the expenditure of any funds or allocation of any resources. Vendor acknowledges that it the completion of this registration website in no way guarantees that Vendor will be successful in obtaining any contract, purchase order or other business opportunity from Chatham County. Vendor acknowledges and agrees that neither Diversiplex nor the County makes any warranties or representations as to the accuracy of the information contained on this website or the ability of this website to process information. Vendor agrees to make no claim against Diversiplex or the County for any damages that Vendor may incur, either actually or allegedly, as a result of Vendor’s use of this website. In the event Vendor makes any such claim, Vendor shall, to the fullest extent permitted by law, indemnify and hold harmless the Diversiplex, the County and their officers, agents, and employees from and against any and all damages, losses and expenses, including but not limited to attorneys fees, that Diversiplex or the County may incur as a result of such claim.

Copyrights

This Internet web site (“Site”) and the Systems, data and materials within it are © 2006 Diversiplex, Inc. (“Diversiplex”). The data and materials within the Site are © 2006 Diversiplex and Chatham County, Georgia (“Chatham County”).

Your use of this Site constitutes your agreement and acceptance without modification of the notices, terms and conditions set forth herein. In addition, as a condition of your use of this Site, you represent and warrant to Diversiplex and Chatham County that you will not use this Site for any purpose that is unlawful, immoral or prohibited by these terms, conditions and notices.

The information contained on this Site is confidential and proprietary and is available only for approved business purposes. The Site and any related information are not to be used for any purpose that is unlawful or prohibited by any policy instituted by Diversiplex, Inc. or Chatham County.

Access to this Site is limited to those individuals with a need to know the information contained herein. NO INFORMATION FROM THIS SYSTEM MAY BE COPIED OR PROVIDED TO ANY PARTY WITHOUT THE EXPRESS WRITTEN AUTHORIZATION OF DIVERSIPLEX OR CHATHAM COUNTY.

Trademarks

The trademarks, service marks and logos (“Trademarks”) used and displayed on this Site are registered and unregistered Trademarks of Diversiplex and Chatham County. Nothing on this Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Site, without the prior written permission of the Trademark owner. Diversiplex aggressively enforces its intellectual property rights to the fullest extent of the law. The name of Diversiplex, the Diversiplex logo or the other Diversiplex formatives may not be used in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without prior, written permission from Diversiplex. Diversiplex prohibits use of Diversiplex logo as part of a link to or from any Site unless establishment of such a link is approved in advance by Diversiplex in writing. Fair use of Diversiplex’s Trademarks requires proper acknowledgment. Other product and company names mentioned in this Site may be the Trademarks of their respective owners.

The name of Chatham County, the Chatham County logo or the other Chatham County formatives may not be used in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without prior, written permission from Chatham County. Chatham County prohibits use of the Chatham County logo as part of a link to or from any Site unless establishment of such a link is approved in advance by Chatham County in writing. Fair use of Chatham County’s Trademarks requires proper acknowledgment. Other product and company names mentioned in this Site may be the Trademarks of their respective owners.

License

By submitting information to Chatham County and Diversiplex through this Site, you hereby grant Chatham County, Diversiplex and their affiliates a nonexclusive, worldwide, royalty-free, perpetual, enterprise license to use such information as deemed appropriate by Diversiplex and Chatham County in either of their sole discretion, with the further right to grant subcontractors and agents access to such information for the purpose of supporting Chatham County’s and its affiliates’ business needs. You represent and warrant that you have all requisite corporate power and authority to execute, deliver, and perform your obligations under this agreement, and that any information supplied to Diversiplex and Chatham County shall be true and accurate in all respects.

NO WARRANTIES; EXCLUSION OF LIABILITY

DIVERSIPLEX AND CHATHAM COUNTY MAKE NO REPRESENTATION ABOUT THE SUITABILITY OF THIS SITE FOR ANY PURPOSE. ACCESS TO THIS SITE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. DIVERSIPLEX AND CHATHAM COUNTY SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. NEITHER DIVERSIPLEX NOR CHATHAM COUNTY SHALL HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THIS SITE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THIS SITE, FOR ANY DAMAGE TO YOUR COMPUTER OR DATA, OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH THE USE OF THIS SITE. YOUR USE OF THIS SITE IS AT YOUR OWN RISK. IN NO EVENT SHALL EITHER DIVERSIPLEX, CHATHAM COUNTY, THEIR AFFILIATES, SUBCONTRACTORS OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE, THE INTERNET, THE MATERIALS OR DATA CONTAINED THEREIN, THE DELAY OR INABILITY TO USE THIS SITE OR OTHERWISE ARISING IN CONNECTION WITH THIS SITE OR ANY RELATED COMPUTER SYSTEM, OR ANY DELAY, OMISSION OR ERROR IN THE TRANSMISSION OR RECEIPT OF ANY INFORMATION OR TRANSACTIONS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR IF OTHERWISE ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

SOME STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO CERTAIN OF THE EXCLUSIONS LISTED ABOVE MAY NOT APPLY.

Links to Third Party Websites

This Site may contain links to Internet websites owned or operated by parties other than Diversiplex or Chatham County. Such links are provided for your reference or to facilitate business-to business transactions only. Neither Chatham County nor Diversiplex controls third party websites and neither is responsible for their content. Diversiplex and Chatham County’s inclusion of links to a third party website does not imply any endorsement of the material on the website, unless expressly disclosed otherwise in a separate agreement between the parties, if any, stating the affiliation or association with its owner or operator or sponsor.

Governing Law, Jurisdiction, and Dispute Resolution

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia without regard to its choice of law provisions.

Any dispute arising out of, relating to, or concerning the terms and conditions of this agreement shall, as a condition precedent to any arbitration, be mediated by the parties. The parties shall mutually agree upon a mediator, and shall schedule and conduct a mediation in Chatham County, Georgia at a mutually convenient time. Each party shall bear its own costs, fees and expenses associated with such mediation, except that the parties agree to split equally the costs and expenses of the mediator and the conduct of the mediation itself.

Any dispute which is not resolved by mediation and which arises out of, relates to or concerns this Agreement shall, at the discretion and option of Diversiplex and Chatham County, be resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, latest edition, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. All arbitration hearings shall be conducted in Chatham County, Georgia. Each party will bear its own costs, fees, and expenses associated with any arbitration, except that the parties agree to split equally the costs and expenses of the arbitrator or panel and the conduct of the arbitration itself.

You agree that Diversiplex or Chatham County may at any time and without notice change the terms, conditions and notices under which this Site is offered.