Participation Agreement

These Participation Agreement Terms (“Agreement”) govern each auction, bidding event, or sale transaction (collectively referred to as an “Event”) facilitated by SiteBid, Inc. (“SiteBid”) through its online platform. SiteBid provides a neutral marketplace for property owners, landlords, assignors, or other parties (each a “Site Owner”) to list properties, licenses, or lease agreements (each a “Property” and collectively “Properties”) for the purpose of leasing, buying, or selling. This Agreement establishes the foundational terms governing participation in Events on SiteBid’s platform. It clarifies and connects the Auction Agreement and Bidder Participation Agreement, ensuring all involved parties understand SiteBid’s specific role as an independent facilitator, along with the operational responsibilities and obligations applicable to each participant.

PARTICIPATION TERMS
1. Definitions:
  - Each bid or offer submitted in an Event is referred to as an “Offer.”
  - Each prospective party who submits an Offer in an Event is referred to as a “Bidder.”
  - The Bidder whose Offer is accepted by the Site Owner is referred to as the “Winning Bidder.”
2. SiteBid’s Role:
  - SiteBid operates solely as a neutral marketplace to facilitate auctions, bidding, and marketing activities. SiteBid does not act as a broker, agent, intermediary, fiduciary, or advisor to either party. Site Owners and Bidders are exclusively responsible for all legal, contractual, escrow, due diligence, and transactional obligations.
  - SiteBid may work with both parties (Site Owners and Bidders) in a transaction but remains an independent platform and does not hold any ownership, financial interest, or financial stake in the Properties listed or the outcome of any transaction, beyond fees separately agreed to with Site Owners or Bidders for marketing or platform usage.
  - SiteBid provides a platform for listing and marketing Properties but does not negotiate, draft, or execute contracts on behalf of any party.
  - SiteBid is not a licensed real estate broker or intermediary, and it does not facilitate escrow or transaction closings.
  - All transactions are the sole responsibility of the Site Owner and Bidder, executed through licensed professionals as required by law. Site Owners and Bidders must work directly with legal and financial professionals to complete transactions.
ACCOUNT CREATION AND AUCTION PROCESS
1. Site Owner Registration & Listing Submission:
  - Site Owners must register an account and provide complete and accurate Property information.
  - Site Owners must sign an Auction Agreement, granting SiteBid the exclusive right to market the Property during the auction period.
  - Listing approval does not imply SiteBid’s verification of ownership, lease status, or transaction validity.
2. Bidder Registration & LOI Submission:
  - Bidders must register an account and provide accurate and complete information for participation.
  - Bidders must be the end purchaser or an affiliate of the end buyer and sign a Bidder Agreement prior to making an Offer.
  - Bidders must submit Letters of Intent (LOIs) directly through SiteBid’s platform to express formal interest in a Property.
  - Submission of an LOI does not guarantee acceptance, and all offers are subject to Site Owner review.
3. Auction Listing Submission & LOI Process:
  - Listing Submission. The Site Owner agrees to provide accurate and complete information regarding the Property, including all due diligence documentation required by SiteBid.
  - Reserve Price & Bid Acceptance. Each auction listing may include a minimum selling price established by the Site Owner (“Reserve Price”). Site Owners may accept, reject, or negotiate Bids at their discretion, regardless of whether the Reserve Price is met.
  - Bid Review & Selection. Site Owners may review all submitted Bids through SiteBid’s auction portal. Site Owner may accept, reject, or negotiate any Bid at any time, even before the conclusion of the auction period. If an LOI is accepted, the Site Owner will enter into an exclusive negotiation period with the selected Bidder. The duration and specific terms of the exclusive negotiation period will be defined explicitly within the accepted LOI.
4. Offer Process:
  1. Submitting an LOI. Prior to submitting an Offer, Bidders must carefully review the posted agreements, applicable addenda, the Site Owner’s disclosure documentation, and all other transaction documents provided on the Property Page. All Offers submitted must accurately reflect the posted transaction details. SiteBid provides a standard Letter of Intent (LOI) template as a convenience for Bidders. Alternatively, Bidders may upload their own customized LOI forms. If using their own form, Bidders must clearly define all relevant transaction timelines, terms, and conditions within the uploaded LOI, and are also required to input the key details of their Offer directly into the Bid submission form provided on the SiteBid platform. SiteBid makes no representations or warranties regarding the legal adequacy, enforceability, or sufficiency of any LOI, standard or customized, and strongly recommends that all parties seek independent legal counsel prior to submitting their LOI or Offer.
  2. Winning Bid. The Winning Bidder is solely responsible for finalizing agreements with the Site Owner. SiteBid does not negotiate, draft, or execute contracts; all agreements must be handled by licensed legal professionals.
  3. Bidder Obligations & Default. The Winning Bidder must provide all required transaction documents (as specified within the accepted LOI or related agreements, including but not limited to Purchase Agreements, Earnest Money Deposits, or other applicable closing documents) within the timeframe explicitly set forth in the LOI. Unless otherwise defined, the default timeframe shall be ten (10) business days from signing the LOI. If the Winning Bidder fails to provide transaction documents on time, SiteBid or Site Owner may declare them in default and:
    1. Offer the Property to another Bidder, OR
    2. Extend the Auction Period for additional Bids.
5. Transaction and Due Diligence Process. It is each Bidder’s responsibility to conduct its own due diligence and investigate all matters relating to each Property that Bidder is interested in purchasing, including, without limitation, legal matters, physical condition and attributes, environmental matters, economic matters, encumbrances, and all other aspects. Bidder must coordinate any such inspection with Site Owner. In some circumstances Site Owner may be unable to provide physical access for inspections and Bidders must submit Offers accordingly at their own risk. All Offers should be based solely on Bidder’s independent due diligence and any information contained in the Purchase Documents.
  1. Property Information. All property information and due diligence documentation provided on the SiteBid platform are supplied by third parties and presented ‘as-is’ without independent verification by SiteBid. SiteBid makes no representation or warranty regarding the accuracy, completeness, or reliability of this information. Buyers and sellers must independently verify property details through their own licensed real estate broker, contractor, attorney, financial advisor, tax advisor, or other relevant professionals.
  2. Property Restrictions. Some Properties contain Right of First Refusal (‘ROFR’) clauses or require third-party consent (‘Restricted Property’). Offers for these Properties are contingent upon approval from applicable third-party consent holders. The timeframe and process for obtaining third-party consent shall be explicitly detailed in the LOI or Purchase Agreement. If consent is denied or a ROFR exercised, the transaction shall terminate and Earnest Money Deposits, if applicable, shall be refunded per LOI or Purchase Agreement terms. Site Owner remains responsible for facilitation and marketing fees owed to SiteBid per their separate agreement.
6. Right to Cancel or Deny. Site Owner and SiteBid reserve the right to deny, limit, or impose conditions on submitting Offers and/or access to the Website or any Event at any time, for any reason (including, without limitation, Bidder’s solvency, credit history, transaction history, and Cancellation Fee amounts). SiteBid may at any time postpone or cancel an Event, rearrange the order or sequence of the Properties in the Event, modify these Terms by posting notice of modification on the Property Page, remove any Property from the Event, or reject any or all Offers. SiteBid, Site Owners and/or their agents may issue press releases and other public communications regarding the Event and/or any Property offered or sold during at an Event. These Terms and the conduct of each Event shall be governed by the laws of California. Any information on any website, in any brochure, e-mail or postcard and any and all information available regarding the Properties shall not constitute an offer to sell or a solicitation of any offer to buy any of the Properties. Offers submitted or solicitations made during any Event are void where prohibited by law. If any sale would require registration or qualification under applicable state securities laws, no such sale may be consummated until such applicable requirements have been met. As between Site Owner and Bidder, no obligation to sell shall be binding on Site Owner unless and until the Purchase Documents have been signed and delivered by Site Owner and the Earnest Money Deposit has been received as required hereunder. After the Purchase Documents have been fully signed, the Purchase Documents shall govern the relationship between Winning Bidder and Site Owner and SiteBid shall be released from any liability in connection therewith.
BROKER/AGENT PARTICIPATION
1. Broker Participation. Real estate brokers and agents may participate and potentially earn a fee for certain Properties. Brokers or agents must register an account with SiteBid and execute a separate Agreement prior to submitting Offers or LOIs on behalf of a Bidder. Fee terms and eligibility will be explicitly detailed in the applicable Agreement and/or Property Page. By submitting an Offer, brokers and agents represent they have the Bidder’s authorization and agree to indemnify SiteBid against any claims arising from a breach of these representations. SiteBid does not independently verify broker credentials and is not responsible for broker or agent conduct.
2. Brokerage Services. Site users may make requests to contact a broker. By making such requests, the Site user authorizes SiteBid to share the user’s personal information including their search history, favorites and saved searches to a professional in order to satisfy the user’s request. When Site users make such requests to SiteBid they are extending an express invitation for SiteBid, or another appropriate entity or person, to contact the User. You understand and agree that if you use the services provided by SiteBid to locate and broker, SiteBid may be compensated by that broker for the referral service. You agree that your use of the Site does not constitute or create a fiduciary or brokerage relationship with SiteBid involving the purchase and sale of any property or security.
FEES AND COMPENSATION
1. Bidder’s Obligation to Pay Fees:
  - If the Property Page specifies a Bidder’s premium, assignment fee, transaction fee, or other applicable charges (‘Bidder’s Fee’), the Winning Bidder must pay this fee in addition to the accepted Offer amount at closing. The Bidder’s Fee amount, calculation method, and applicability may vary by Property and will be explicitly detailed on the respective Property Page and within the final LOI or Purchase Agreement. Unless otherwise specified for a particular Property, the Bidder’s Fee will be added to Winning Bidder’s Offer amount to establish the total purchase price payable by Winning Bidder. The Bidder’s Fee, where designated by the Site Owner as applicable to any Property, is an additional charge that among other things may defray the Site Owner’s costs in the sales process including but not limited to the Platform Fee that it may pay and/or to provide compensation for services provided by SiteBid to the successful Bidder. Any applicable fees payable to SiteBid shall be govern by the Bidder Agreement.
2. Listing Fees:
  - SiteBid may charge fees for facilitation, due diligence assistance, or transaction coordination according to a seperate written agreement between SiteBid and Site Owner or Bidder.
Indemnification. You agree to indemnify, defend, and hold harmless SiteBid, our affiliates, and our respective directors, officers, employees, and agents from any and all claims and demands made by any third party due to or arising out of: (a) your access to or use of the Services; (b) your breach of these Terms of Use; (c) your violation of any law or the rights of a third party; (d) any dispute or issue between you and any third party; (e) any User Materials you upload to, or otherwise make available through, the Services; (f) your willful misconduct; and (g) any other party’s access to or use of the Services using your account and password. SiteBid reserves the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in that case, you agree to cooperate with SiteBid’s defense of that claim.
Choice of Law; Disputes. These terms and conditions are governed by and construed in accordance with the laws of the State of California, applicable to agreements made and entirely to be performed within the State of California, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these terms and conditions can be filed only in state or federal court located in the State of California, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these terms and conditions.
Dispute Resolution.
1. Binding Arbitration. If you reside in the United States, you and SiteBid agree to resolve any claims relating to this Agreement (collectively, “Disputes”) through final and binding arbitration, except as otherwise specifically provided herein.
2. Waiver of Class Action. You acknowledge and agree that you and SiteBid are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding. Further, unless both you and SiteBid otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of this Agreement.
3. Arbitration Rules and Governing Law. This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act (the “FAA”) governs the interpretation and enforcement of this provision. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1–800–778–7879.) If the FAA and AAA Rules are found not to apply to any Dispute hereunder, or the enforcement thereof, then that issue shall be resolved under the laws of the State of California without giving effect without giving effect to its conflict of laws provisions.
4. Notice; Informal Dispute Resolution. A party who intends to seek arbitration must first send written notice to the other party by certified mail. Notice to SiteBid, should be sent to 4752 Palm Ave. Suite 102, La Mesa, CA 91942, with a copy to the Legal Department. Your notice must include (a) your name, postal address, telephone number, email address, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. SiteBid’s notice to you will be sent electronically to the email address SiteBid has on file associated with your SiteBid account, and will include (a) SiteBid’s name, postal address, telephone number and an email address at which SiteBid can be contacted with respect to the Dispute, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that SiteBid is seeking.If you and SiteBid cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or SiteBid may, as appropriate and in accordance with this Agreement, commence an arbitration proceeding.
5. Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
6. Arbitration Location and Procedure. Unless you and SiteBid agree otherwise, the arbitration will be conducted in San Diego County, California and the state and federal courts located in San Diego County, California shall have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. If the Dispute does not exceed $10,000, you or SiteBid may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and SiteBid subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or SiteBid may attend by telephone, unless the arbitrator requires otherwise. If the Dispute exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
7. Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Liability Limitation; Exclusive Remedy” section as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The prevailing party shall be entitled to an award of reasonable attorney fees.
8. Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
9. Changes. Notwithstanding the provisions of the “Changes; Discontinuance” section, if SiteBid changes this “Dispute Resolution” section after the date you last accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending SiteBid written notice (including by email) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of SiteBid’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will resolve any Dispute between you and SiteBid in accordance with the provisions of this “Dispute Resolution” section as of the date you last accepted this Agreement (or accepted any subsequent changes to this Agreement).
10. Exceptions to Agreement to Arbitrate. Either party may bring a lawsuit solely for injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in San Diego County, California to resolve your claim.
DISCLAIMERS; BIDDER REPRESENTATIONS; CANCELLATION; LIQUIDATED DAMAGES. SiteBid provides its services on an ‘as is’ basis and does not make any warranties or representations regarding properties listed on its platform. SiteBid does not provide legal, financial, or tax advice, and all users should consult their own professional advisors before engaging in any transaction. EACH BIDDER HEREBY RELEASES SITEBID AND ITS EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, ATTORNEYS, BROKERS AND AGENTS (COLLECTIVELY, “REPRESENTATIVES”) FROM ANY AND ALL CLAIMS THAT ANY SUCH BIDDER MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST SITEBID OR ANY OF ITS REPRESENTATIVES FOR ANY DAMAGE OR INJURY RESULTING FROM OR RELATING TO ANY ERRORS, OMISSIONS OR OTHER CONDITIONS AFFECTING ANY PROPERTY, THE DOCUMENTS USED IN EVALUATING OR ACQUIRING ANY PROPERTY, OR THE CONDUCTING OF ANY EVENT. THIS RELEASE INCLUDES CLAIMS OF WHICH BIDDER IS PRESENTLY UNAWARE OR DOES NOT PRESENTLY SUSPECT TO EXIST IN BIDDER’S FAVOR WHICH, IF KNOWN BY BIDDER, WOULD MATERIALLY AFFECT BIDDER’S RELEASE OF SITEBID. EACH BIDDER SPECIFICALLY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (AND OTHER SUBSTANTIALLY SIMILAR APPLICABLE STATE STATUTES) WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. BIDDER agrees to indemnify and hold harmless SiteBid from any liability, damages and/or costs (including reasonable attorneys’ fees) arising from any first-party or third-party claim related to (i) BIDDER’s actions or inactions, (ii) any information or communications supplied by SiteBid, or (iii) the condition or occupancy status of any Property. CANCELLATION; LIQUIDATED DAMAGES. IF BIDDER BREACHES THESE TERMS, (1) BIDDER’S OFFER MAY BE REJECTED BY SITEBID AND/OR SITE OWNER, (2) THE PROPERTY MAY BE IMMEDIATELY SOLD TO ANOTHER BIDDER OR PLACED IN ANOTHER EVENT, AND (3) BIDDER WILL BE RESPONSIBLE FOR PAYING SITEBID LIQUIDATED DAMAGES IN AN AMOUNT EQUAL TO THE GREATER OF THE AMOUNT OF THE CANCELLATION FEE SHOWN AT THE TIME OF BIDDING OR THE AMOUNT OF THE CANCELLATION FEE OTHERWISE AGREED TO BY BIDDER IN WRITING. SITEBID IS AUTHORIZED TO CHARGE THE CREDIT CARD PROVIDED BY BIDDER AT REGISTRATION OR RETAIN THE AMOUNT DEPOSITED WITH SITEBID PURSUANT TO A SEPARATE WRITTEN AGREEMENT TO SATISFY ALL OR PART OF THE LIQUIDATED DAMAGES OWED BY BIDDER. BIDDER ACKNOWLEDGES THAT THE ACTUAL DAMAGES RESULTING FROM BIDDER’S BREACH OF THESE TERMS WOULD BE DIFFICULT AND IMPRACTICAL TO CALCULATE, AND THAT THE AMOUNT EQUAL TO THE CANCELLATION FEE IS A REASONABLE PRE-ESTIMATE OF THE RESULTING DAMAGES TO SITEBID AND IS NOT A PENALTY OR FORFEITURE.
INCORPORATED POLICIES. This Participation Agreement incorporates by reference:
1. Auction Agreement
2. Bidder Agreement
3. Terms of Use
Modification of Terms. SiteBid may amend these Terms at any time by posting notice of modification on the Property Page and/or emailing participants at their registered email address. Continued participation in SiteBid events after such modifications shall constitute acceptance of the updated Terms.