Product has been added to your cart.

SiteBid Pro Services and Listing Ads Terms of Use

– Updated February 2024

These SiteBid Pro Services and Listing Ads Terms of Use (the “Agreement”) govern the placement of SiteBid Advertising, Property Listings, Company and Professional Profiles, Leasing Services, Marketing Packages, Site Auctions, Job Postings, Article submissions and other standard or paid Listing (the last two, collectively, “Listings”) advertisements (each, an “Ad” and collectively, “Ads”) with SiteBid, Inc. (“SiteBid”) by the customer (“Advertiser” or “you”) placing an Ad order (an “Ad Order”). If Advertiser submits an Ad Order on the SiteBid website (the “SiteBid Site”) or via phone with SiteBid inside sales, Advertiser is purchasing the Ad directly from SiteBid. In either case, SiteBid and Advertiser agree and acknowledge that this Agreement will apply. To the extent there is an inconsistency between a term in this Agreement and a term in the Ad Order, the term in this Agreement will govern. Advertiser shall protect any Advertiser password(s) and takes full responsibility for any use of any Advertiser account(s) on the services offered by SiteBid (the “Services”).

  1.  Policies
    1. General Policies: Advertiser shall use SiteBid Ads subject to the SiteBid Advertising and Image Content Guidelines, Listing Quality Policy, Participation Agreement, Privacy Policy, the Terms of Use, and other policies and requirements published by SiteBid from time to time (collectively, “Policies”). The Policies are incorporated by reference herein, and SiteBid may modify the Policies at any time. To the extent there is an inconsistency between a term in this Agreement and a term in the Policies, the term in this Agreement will govern. SiteBid reserves the right to refuse any Ad for any reason and to discontinue displaying any Ad and/or terminate an Ad Order in the event that Advertiser violates the Policies or this Agreement.
    2. Code of Conduct: SiteBid believes that all people deserve to be treated equally and with respect, regardless of their race, ethnicity, nationality, class, religion, belief, sex, language, sexual orientation, gender identity, age, health, or other status. SiteBid chooses to work with professionals who both share these values and embody them in their interactions with consumers, SiteBid employees, and other professionals. In the event SiteBid determines that Advertiser is not upholding these values, SiteBid may take action to ensure the integrity of the Services, including terminating Advertiser’s Ad program. SiteBid may also terminate an Advertiser’s Ad program in the event the Advertiser is charged with or convicted of a crime, or SiteBid otherwise believes Advertiser’s participation on the SiteBid platform could harm the reputation and/or good standing of the services offered by SiteBid.
  2. Ad Programs
    1. Display: SiteBid shall, for a period of time as indicated in the corresponding Ad Order (the “Term”), display an Ad, including the Ad Materials (as defined in Section 3), on www.sitebid.com and other URLs controlled by SiteBid (the “SiteBid Sites”). SiteBid shall display Ads on pages relevant to Advertiser’s selected target audience. The order process may include a prediction of how many times the Ads will be viewed during the Term and/or how many leads Advertiser will receive, but SiteBid cannot guarantee the number of views or leads for Ads. Advertiser understands that users of the SiteBid Sites, automated computers, third parties, and SiteBid itself may generate views, impressions, or clicks on Advertiser’s ads for proper or improper purposes. SiteBid has priced the Ads with this risk in mind, and Advertiser accepts this risk in purchasing an Ad.
    2. Advertising: Advertising is provided under a market-based pricing model, and SiteBid does not guarantee a specific number of impressions. Advertiser understands and agrees that the number of impressions delivered to Advertiser and the price per impression may vary depending on various factors, including demand and budget. SiteBid may offer additional services like Concierge service for handling leads.
    3. Compensation Not Contingent. Advertiser acknowledges that SiteBids services are not tied to the result. Advertiser is paying for the advertising and promotion of the Ad only. SiteBid warrants only that it will use it best efforts to assist Advertiser in marketing Listing and does not warrant any specific result.
    4. Co-Marketing: Advertisers who participate in the Co-Marketing program understand and agree that SiteBid’s relationship with other entities in such program is strictly limited to a co-marketing arrangement.
    5. Ad Updates: SiteBid may request Advertiser to confirm the currency and accuracy of an Ad or other materials. If Advertiser does not respond within the specified timeframe, SiteBid may remove the Ad without refunding any prepaid amounts. Advertiser may reinstate the Ad or revise it at any time during the Term.
    6. Special Offers: If Advertiser opts to add a Special Offer to a listing, Advertiser must additionally comply with the SiteBid Special Offer Terms and Conditions.
  3. Ad Materials; Advertiser Information
    1. License in Ad Materials and Advertiser Information: By using SiteBid’s advertising services, the advertiser grants SiteBid a royalty-free, perpetual, non-exclusive, fully sublicensable right and license to reproduce, modify, display, distribute, publicly perform, create derivative works from, store, and otherwise use and exploit all Ad Materials in any form, media, software, or technology, but solely for the purpose of providing Services. “Ad Materials” encompasses all data and information provided by Advertiser to SiteBid, in any form, including but not limited to: (i) listings for properties provided by Advertiser and all associated materials, as well as any other materials submitted to SiteBid by Advertiser for inclusion in an Ad. This includes photos, videos, information, URLs, and other content, whether generated by or for Advertiser. (ii) Websites and landing pages linked to or directed to by Ad Materials, along with the advertised properties and services featured on those pages. Additionally, Advertiser grants SiteBid the right to create derivative works of information and data about Advertiser that Advertiser submits to the Services (including, without limitation, via the SiteBid CRM) and to reproduce, distribute, and otherwise exploit such derivative works, provided that Advertiser is not identified or identifiable as the source of specific information. It is important to clarify that SiteBid retains full ownership of all rights, title, and interest in all data collected about Advertiser’s use of the Services, user interaction with Ads, leads, pricing, and any derivative works created as mentioned earlier.
    2. Advertiser Responsible for Ad Materials: Advertiser bears sole responsibility for all Ad Materials submitted to SiteBid and represents that Advertiser has the authority to act on behalf of and bind any third party for whom Advertiser places Ads to the terms of this Agreement. Advertiser is also responsible for promptly updating Advertiser’s Listings and other Ad Materials to ensure their accuracy and currency. Furthermore, Advertiser warrants and represents to SiteBid that they hold all necessary rights, including copyright, trademark, patent, publicity, or other rights, in the Ad Materials, which are essential for SiteBid to exercise the rights under the license granted in Section 3(a). Advertiser agrees not to include in the screen or profile names displayed in an Ad any language other than the Advertiser’s first and last name and/or the name of Advertiser’s business. Additionally, Advertiser represents and warrants to SiteBid that: (A) All Advertiser information provided concerning Advertiser’s account and any Ad Order is complete, accurate, and current. (B) Ad Materials comply with all policies designed to ensure compliance with civil rights and anti-discrimination laws, including but not limited to the Fair Housing Act, Americans with Disabilities Act, and the Equal Credit Opportunity Act, to the extent such laws are applicable to Advertiser. (C) Ad Materials do not indicate any discrimination on the basis of race, color, religion, sex, handicap, familial status, or national origin. (D) None of the Ad Materials will violate or encourage violation of any applicable laws, regulations, code of conduct, or third-party rights, including intellectual property rights. Violation of the foregoing may result in the immediate termination of Advertiser’s Ad Order(s) and/or Advertiser’s account without notice, without limiting any other remedies available to SiteBid.
    3. Non-compliant Ad Materials. SiteBid does not conduct a review of Ad Materials before display, but SiteBid reserves the right to remove an Ad if any error, violation of the Policies or this Agreement, or other grounds are found. SiteBid may send a notice to Advertiser, requesting Advertiser to modify the Ad Materials. If Advertiser does not respond to the update request within the specified time frame and modify the Ad Materials to comply with the notice, SiteBid may discontinue displaying the Ad Materials without refunding any prepaid amounts to Advertiser. Advertiser may reinstate the Ad Materials or revise them with different content at any time during the remainder of the term indicated in the Agreement. SiteBid possesses the right, but not the obligation, to modify the Ad Materials for format, spelling, or other matters of presentation, or to ensure compliance with the Policies and this Agreement.
  4. Property Listing and Fees
    1. Property Listings: Advertisers may list properties (“Property Listings”) on the SiteBid platform. These listings provide an opportunity for property owners (“Property Owners”) to market their properties to potential tenants or buyers (“Bidders”). The fees charged for creating a Property Listing (“Listing Fees”) are for the sole purpose of marketing the property and do not guarantee a lease, sale, or specific outcome.
    2. Interaction Between Bidders and Property Owners: Potential bidders interested in a Property Listing may contact the Property Owner through the SiteBid platform. SiteBid facilitates communication between Bidders and Property Owners to encourage transparent and direct negotiations. Bidders have the option to submit a letter of intent (“LOI”) directly through SiteBid, indicating their interest and terms for leasing or purchasing the listed property.
    3. Lease Acquisition Fee: Upon the submission of an LOI through SiteBid and the subsequent acceptance by the Property Owner, SiteBid reserves the right to charge a Lease Acquisition Fee to the Bidder (“Lease Acquisition Fee”). This fee is for SiteBid’s role in facilitating the lease acquisition process and is separate from any Listing Fees paid by the Property Owner. The specific terms, including the amount and payment conditions of the Lease Acquisition Fee, will be communicated to the Bidder at the time of LOI submission or as agreed upon in the Ad Order.
    4. Acknowledgment and Agreement: By using SiteBid’s services for Property Listings, both Property Owners and Bidders acknowledge and agree to the terms outlined in this section, including the obligation of the Bidder to pay the Lease Acquisition Fee upon successful lease acquisition facilitated by SiteBid. The rights to charge and collect fees as described in this section are in addition to any other rights and remedies available to SiteBid under this Agreement or applicable law.
  5. Termination
    1. Nonrefundable: All purchases are non-refundable.
    2. Term: Ad terms vary depending on the Ad Order. Advertisers can terminate an Ad by following the termination process outlined in the Ad Order.
    3. No Refund; Fee for Early Termination: SiteBid may, in its sole discretion, change the price to be paid by an Advertiser for such Service or Listing Ad, effective as of the beginning of any monthly renewal term. Upon providing notice to SiteBid, Advertiser may terminate a Service or Listing Ad before the end of the Term, however: (A) prepaid amounts are not refundable; (B) Advertiser will be billed the full amount for the then current Term (including, without limitation, a one month Term); and (C) SiteBid may additionally charge Advertiser’s credit card a cancellation fee equal to twice Advertiser’s monthly payment for the terminated Ad Order. SiteBid may terminate Advertiser’s Ad Order at any time upon providing notice to Advertiser. Note that an Ad Order that includes the display of Ads on both SiteBid Sites and Licensee Sites is considered a single Ad and cannot be terminated separately.
    4. Upgrades/Downgrades: Advertisers may upgrade their subscription at any time, subject to availability and then current pricing.
    5. Restart: If Advertiser or SiteBid discontinues the display of Ads, Advertiser is responsible for restarting the display, which may require modification of the Ad Materials.
    6. Survival: SiteBid reserves the right to update, suspend, or discontinue any Ad program and/or the terms of this Agreement at any time. Certain sections of this Agreement will survive termination.
  6. Prohibited Uses. Advertiser shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions for Advertiser’s own Ad or any other advertisements on SiteBid Sites or the Licensee Sites; (b) use any automated means of scraping or data extraction to collect SiteBid advertising related information from any SiteBid Site or Licensee Site except as expressly permitted by SiteBid in writing; or (c) advertise anything illegal or engage in any illegal or fraudulent business practice.
  7.  Disclaimer and Limitation of Liability. SITEBID PROVIDES THE ADS PROGRAMS “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH ADVERTISER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SITEBID AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. SITEBID, ITS LICENSEES, AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. Without limitation, SiteBid disclaims all guarantees regarding positioning, levels, quality, or timing of: (i) availability and delivery of any impressions or Ad Materials on any SiteBid Site or Licensee Site, or section thereof; (ii) click-through rate; (iii) click-throughs; (iv) conversions or other results for any ads; or (v) the adjacency or position of Ads on the SiteBid Site(s) or the Licensee Site(s). EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND ADVERTISER’S BREACHES OF SECTION 1 AND SECTION 3 TO THE FULLEST EXTENT PERMITTED BY LAW: (y) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO ADVERTISER’S BUSINESS) WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (z) EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO SITEBID BY ADVERTISER FOR THE AD GIVING RISE TO THE CLAIM. Except for payment obligations, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including but not limited to acts of God, government, terrorism, natural disaster, labor conditions, and power failures.
  8. Payment. Advertiser shall be responsible for all charges as provided via Advertiser’s account, and shall pay all charges in U.S. Dollars. For purchases directly from SiteBid, charges are made against Advertiser’s credit card at the time of purchase and on a monthly basis for ongoing Ads programs. In the event Advertiser fails to pay, unpaid amounts will bear interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less). Charges are exclusive of applicable taxes. Advertiser is responsible for paying (a) all taxes, government charges, and (b) reasonable expenses (including collection agency and attorneys’ fees) SiteBid incurs in collecting unpaid amounts. To the fullest extent permitted by law, Advertiser waives all claims relating to charges (including any claims for charges based on suspected invalid clicks) unless claimed within sixty (60) days after the charge (without prejudice to Advertiser’s credit card issuer rights). Charges are based solely on SiteBid’s measurements for the Ads program. To the fullest extent permitted by law, refunds (if any) are at the sole discretion of SiteBid. Nothing in this Agreement may obligate SiteBid to extend credit to any party. Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to SiteBid may be shared by SiteBid with companies who work on SiteBid’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to SiteBid, and servicing Advertiser’s account. SiteBid may also provide information in response to valid legal process, such as subpoenas, search warrants, and court orders, or to establish or exercise its legal rights or defend against legal claims. SiteBid shall not be liable for any use or disclosure of such information by such third parties.
  9. Changes to Terms. SiteBid may change the terms of this Agreement at any time upon notice and without liability. SiteBid will notify Advertiser of any material changes in advance. SiteBid further reserves the right to change or discontinue any or all of the Ads programs at any time with or without notice.
  10. Indemnification. Advertiser shall indemnify and defend SiteBid, its authorized licensees, suppliers, agents, affiliates, and licensors from any third party claim or liability arising out of: (i) Ad Materials, (ii) Advertiser’s violation of federal, state, local or any other laws or regulations; and (iii) Advertiser’s breach of this Agreement, the Ad Order, or any other applicable terms and conditions, including but not limited to the SiteBid Terms of Use.
  11. Consent to Receipt and Recording of Communications. Advertiser agrees that SiteBid, or a third party acting on behalf of SiteBid, may email, call and/or send text messages to the email address and telephone number(s) provided by Advertiser, or via in-app features, including calls and text messages using an automatic telephone dialing system and/or an artificial or prerecorded voice (“Other Messages”). Advertiser further agrees that such emails, calls and/or text messages may constitute advertising or telemarketing, e.g. SiteBid may email, call, or text with information about new service offerings available to Advertiser. Advertiser understands that agreeing to receive Other Messages that constitute advertising or telemarketing is not a condition to purchase. Advertiser further agrees that calls between Advertiser and consumers or SiteBid employees may be recorded for quality control, training, and other internal business purposes. For certain Services provided by SiteBid, Advertiser acknowledges that call recording may not be disabled by Advertiser.
  12. Dispute Resolution.
    1.  Binding Arbitration. If you reside in the United States, you and SiteBid agree to resolve any claims relating to this Agreement or the Ads (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.
  13. Miscellaneous. Except as preempted by the FAA, this Agreement is governed by the laws of the State of California, without giving effect to its conflict of laws provisions. Each party agrees to submit to exclusive jurisdiction and venue in the state and federal courts sitting in San Diego County, California for any actions for which the parties retain the right to seek injunctive or other equitable relief. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys’ fees and expenses. This Agreement, including the corresponding Ad Order(s), constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms, and conditions applicable to the subject matter hereof. No statements or promises have been relied upon in entering into this Agreement except as expressly set forth herein, and any conflicting or additional terms contained in any other documents (e.g. reference to a purchase order number) or oral discussions are void. Advertiser may grant approvals, permissions, extensions, and consents by email, but any modifications by Advertiser to the Agreement must be agreed upon in a writing executed by both parties. Any notices to SiteBid must be sent to SiteBid Inc., Pro Services Agreement, 4752 Palm Ave., Suite 102, La Mesa, CA 91942, with a copy to Legal Department, via registered mail with return receipt or air mail or overnight courier, and are deemed given upon receipt. Notice to Advertiser may be effected by sending an email to the email address specified in Advertiser’s account, or by posting a message to Advertiser’s account interface, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for a message). A waiver of any default is not a waiver of any subsequent default. Subject to Section 11, unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect. Advertiser may not assign any of its rights hereunder and any such attempt is void. SiteBid and Advertiser are independent contractors, not legal partners or agents. In the event that this Agreement or the applicable Ads program is terminated, SiteBid shall not be obligated to return any materials to Advertiser.