SiteBid Property Marketing Agreement

This Property Marketing Agreement (“Agreement”) is entered into by and between SiteBid, Inc. (“SiteBid”) and the undersigned property owner, individual, or entity listing the property (“Site Owner”). This Agreement constitutes the full and legally binding contract governing all property listings on SiteBid. By listing a property on the SiteBid platform, the Site Owner expressly acknowledges, understands, and agrees to be bound by the terms outlined herein, including all referenced policies and agreements incorporated by reference.

1. Introduction. SiteBid operates an online marketplace at www.SiteBid.com (“Platform”), which enables Site Owners to market their properties for lease or sale to prospective tenants or buyers (“Bidder”) interested in utility infrastructure purposes. This Agreement establishes the terms and conditions under which:
   1. Site Owners list their properties on the Platform.
   2. Bidders inquire and submit Letters of Intent (LOIs).
   3. SiteBid provides advertising, digital marketing, and administrative coordination services related to property listings.
   4. The applicable fee structure for services rendered by SiteBid is defined.

   SiteBid is strictly a neutral technology platform providing listing, marketing, and transaction facilitation services. SiteBid does not act as real estate broker, agent, intermediary, negotiator, escrow agent, financial advisor or party to any real estate transaction facilitated through the Platform. SiteBid does not verify, facilitate, negotiate, or guarantee any transactions between Site Owners and Bidders. All due diligence, negotiations, and contract execution are the sole responsibility of the Site Owner and Bidder. The purpose of this Agreement is to establish a clear, structured, and transparent process for property listings while defining the rights and obligations of both the Site Owner and SiteBid.

2. Property Listing
   1. Listing Submission: Site Owners wishing to list real estate or lease assets (“Properties”) on SiteBid’s platform must complete a submission process, which includes:
      1. Providing detailed and accurate property information, including but not limited to location, size, zoning, ownership status, lease terms (if applicable), and any other relevant details necessary for prospective Bidders.
      2. Ensuring that all submitted information is current, truthful, and legally compliant.
      3. Certifying that the listing does not infringe on any third-party rights, including existing leaseholders, lenders, or co-owners.
   2. Listing Approval: All submitted listings are subject to SiteBid’s approval. SiteBid’s approval of a listing does not constitute verification of the property’s legality, ownership, or transaction validity. SiteBid reserves the sole and absolute discretion to:
      1. Accept, reject, or modify any listing submission.
      2. Remove or suspend any listing that does not meet SiteBid’s criteria, including but not limited to:
         1. Failure to comply with legal requirements (e.g., zoning laws, lease restrictions).
         2. Inaccurate, misleading, or incomplete information.
         3. Unsuitability for utility infrastructure purposes.
         4. Request additional documentation to verify property details.
   3. Listing Options: A Free Listing option allows Site Owners to list their Properties on the Platform at no cost, providing standard visibility and inquiry access. Paid Listing Options offer enhanced marketing, promotional features, and premium placement, as outlined on the product page at the time of submission. All listing fees are non-refundable, regardless of the level of interest generated or transaction outcome.
   4. Listing Maintenance: Site Owners are solely responsible for ensuring that all listing details remain current and accurate throughout the listing period. Failure to maintain listing accuracy may result in removal, suspension, or penalties, at SiteBid’s sole discretion. Site Owner shall update material changes in:
      1. Property status (sold, leased, withdrawn, or under contract)
      2. Ownership structure (change of owner, sale, or lease transfer)
      3. Availability and terms (lease rate adjustments, zoning changes, new encumbrances)
      4.  Other material characteristics (changes in permitted use, access, or utilities)
   5. Listing Representation: By submitting a listing, the Site Owner expressly represents and warrants that:
      1. They have the full legal authority to lease, sell, or otherwise offer the property for transaction.
      2. The property complies with all applicable laws, regulations, and land-use restrictions.
      3. The listing does not violate any existing lease agreements, ROFR (Right of First Refusal) provisions, or third-party rights.
      4. All information provided is accurate, complete, and truthful, and does not misrepresent any material facts.
   6. Limited Liability: By listing a property on the Platform, the Site Owner fully releases SiteBid from any liability related to the listing or subsequent transactions.
      1. SiteBid does not verify property details, ownership records, lease terms, or compliance with legal or regulatory requirements.
      2. Any inaccuracies, misrepresentations, or legal disputes arising from a listing are the sole responsibility of the Site Owner.
      3. SiteBid bears no liability for:
         • The accuracy or completeness of listing information.
         • Any transaction failure, disputes, or losses resulting from a listing.
         • Any claims brought by third parties, including but not limited to co-owners, tenants, lienholders, or regulatory agencies.
3. Bidder Inquiries and Letters of Intent (“LOI”)
   1. Bidder Inquiry Process: Prospective Bidders interested in leasing or purchasing Properties listed on SiteBid’s platform may express their interest through SiteBid’s inquiry system. This system enables Bidders to communicate directly with Site Owners to request additional information, ask questions, and express their leasing intentions. SiteBid does not participate in these communications beyond providing the platform for such interactions and does not verify inquiries, representations, or agreements made between the parties.
   2. Submission of LOI: If a Bidder wishes to proceed with leasing or purchasing an interest in a property, they must submit a LOI via the listing page. The LOI serves as a formal expression of interest, outlining the Bidder’s intent and the key proposed terms.
   3. LOI Content and Terms: The LOI should specify essential lease terms, including but not limited to the proposed lease duration, lease rates, and any additional conditions relevant to the prospective lease. The LOI must also clearly state the applicable SiteBid fee structure as outlined in Section 4 of this Agreement.
   4. SiteBid’s Role in LOI Process: SiteBid provides an online marketplace where Site Owners may receive LOIs from prospective Bidders. SiteBid does not act as a broker, agent, intermediary, or escrow service and does not negotiate, draft, review, or verify LOIs for legal accuracy or enforceability. The Site Owner and Bidder bear full responsibility for conducting due diligence, negotiating lease terms, and executing any legally binding agreements.
   5. Binding Nature of LOI: While the LOI serves as a preliminary expression of intent, certain provisions may be binding as explicitly outlined in the LOI. Specifically, the LOI may establish:
      1. An exclusivity period, during which the Site Owner agrees not to negotiate with other parties regarding the property.
      2. Confidentiality obligations, restricting the disclosure of transaction details to third parties.
      3. Other legally enforceable commitments agreed upon by both parties.

      If an exclusivity period is specified in the LOI, the Site Owner must refrain from engaging in negotiations, accepting competing offers, or executing any agreements with third parties regarding the property for the stated duration. Other provisions, including lease terms and conditions, remain non-binding unless and until a formal lease agreement is executed. All parties acknowledge that SiteBid is not a party to the LOI or any subsequent lease agreement and assumes no liability for enforcement, negotiation, or compliance with LOI terms. The Site Owner and Bidder are solely responsible for ensuring that any binding provisions comply with applicable laws and are properly documented.

4. Fee Structure
   1. Platform Fee: SiteBid charges a flat listing and marketing fee to Site Owners who choose to advertise their properties on the SiteBid platform (“Platform Fee”). The applicable fee amount and payment terms are disclosed on the listing submission page and must be agreed to prior to listing. This fee covers digital marketing exposure, listing services, and administrative support. The fee is due upon listing creation and is non-refundable, regardless of transaction outcome.
   2. Bidder Participation Fee: Site Owner acknowledges that SiteBid may charge a seperate fee to Bidders who choose to utilize SiteBid’s platform for transaction support services (the ‘Participation Fee’). These services may include access to listing information, LOI facilitation, and general administrative coordination. If the transaction successfully closes:
      1. The full Participation Fee may be deducted from the purchase price or lease payments at closing.
      2. If the transaction does not close: The Bidder may be required to pay a reduced non-refundable fee, covering platform access, initial transaction coordination, and LOI services.
   3. Option Lease Fee: An option lease fee is typically charged for securing the Tenant’s right to lease the property under certain conditions or within a specific timeframe.
   4. Payment Terms: At the time of submitting an LOI, the Participation Fee shall be incorporated into the transaction by being deducted from the purchase price in a sale transaction or from the Option Lease Fee in a lease transaction. If a Bidder elects to proceed with a lease or purchase following the LOI, the full Participation Fee must be incorporated into the final transaction closing statement and deducted from the purchase price or lease proceeds by the escrow agent, closing attorney, or other designated transaction facilitator before disbursing funds to the Site Owner. The Site Owner and Bidder expressly agree to include this deduction in all transaction agreements and closing documents. If for any reason the fee is not deducted at closing, the Bidder and/or Site Owner remain jointly and severally liable for payment of the Consulting Fee, which must be paid within five (5) business days after closing. Failure to remit payment within the specified timeframe may result in the following enforcement actions:
      1. Legal enforcement and debt collection measures, including but not limited to, civil litigation and third-party collection agencies.
      2. The imposition of late fees at a rate of 1.5% per month on unpaid balances.
      3. Temporary or permanent suspension of access to SiteBid’s platform.
      4. The obligation to reimburse SiteBid for all reasonable costs incurred in recovering unpaid amounts, including attorneys’ fees, court costs, collection agency fees, and statutory damages.

      This fee compensates SiteBid for platform usage, LOI facilitation, administrative coordination, and transaction support services rendered prior to closing and is not contingent on transaction success. The Site Owner’s listing and marketing fee remains due in full, regardless of whether the transaction is completed. SiteBid reserves the right to enforce collection of unpaid fees through all available legal and financial means. The Site Owner and Bidder acknowledge that SiteBid is not a broker, escrow service, or intermediary, and that all payment obligations remain in effect regardless of transaction outcome.

   5. Invoicing and Records: SiteBid will provide Site Owners with regular invoices detailing the fees due. Site Owners are obliged to keep accurate records of lease transactions and payments received and provide these records to SiteBid upon request.
   6. Late Payment: In the event of late payment, SiteBid may impose a late fee or other penalties in accordance with the terms outlined in this Agreement.
5. Site Owner’s Consent
   1. Accurate Representation: Site Owners are responsible for ensuring that all information provided in their property listings is accurate, complete, and up-to-date. This includes any changes in property status, ownership, or relevant characteristics.
   2. Reporting Transactions: Site Owners must promptly report to SiteBid any signed lease agreements, transactions, or negotiations initiated through the platform. If a Site Owner enters into a lease agreement, sale, or any financial arrangement with a Bidder introduced via SiteBid, the applicable Consulting Fee remains due, regardless of whether the transaction is finalized on or off the SiteBid platform. An introduction occurs when a Bidder, or other prospective party first makes contact with a Site Owner through SiteBid, submits an LOI, sends an inquiry, accesses property details, or otherwise engages with a listing via SiteBid’s platform. Once an introduction has occurred, the Consulting Fee remains due upon transaction execution, regardless of whether the transaction is finalized through SiteBid or via direct negotiations outside the platform.
   3. Prohibited Fee Avoidance & Legal Consequences: The Site Owner and Bidder agree not to engage in direct negotiations, leases, or sales outside of SiteBid for the purpose of circumventing SiteBid’s fee obligations. The Site Owner and Bidder agree that any direct negotiations, leases, or sales resulting from introductions via SiteBid are subject to SiteBid’s fee obligations, even if the transaction occurs off-platform. If SiteBid determines that an Site Owner or Bidder has attempted to circumvent SiteBid’s fee structure, SiteBid reserves the right to:
      1. Enforce full payment of the Consulting Fee plus financial penalties.
      2. Permanently revoke platform access for all involved parties.
      3. Pursue legal remedies, including court-ordered damages, statutory interest, and collection of all legal costs incurred by SiteBid in recovering unpaid fees.
      4. Apply additional penalties, including fines or legal claims, for breach of contract.

      By using SiteBid’s platform, Site Owners and Bidders expressly acknowledge and agree that all Consulting Fees are binding and enforceable contractual obligations, payable in full upon transaction execution.

   4. Legal Compliance: Site Owners must ensure that their properties comply with all applicable laws, regulations, and zoning requirements. They are also responsible for adhering to all legal obligations related to property leasing.
   5. Consent to Fee Structure: By listing a property on SiteBid’s platform, Site Owners explicitly consent to the fee structure as outlined in this Agreement, including the Fee Structure outlined in section 4 of this agreement and as disclosed during the listing submission process. The Site Owner acknowledges that all fees remain due regardless of the success or failure of a transaction. The Site Owner further agrees to pay all fees associated with a transaction even if the final agreement is executed outside of SiteBid.
   6. Cooperation with Bidder: Site Owners agree to cooperate in good faith with Bidders and SiteBid throughout the leasing process to facilitate smooth transactions.
   7. Data Handling & Compliance Confirmation: The Site Owner affirms that the listed property and its associated lease or sale terms comply with all applicable local, state, and federal laws, including zoning, land use, and leaseholder rights, including any applicable Right of First Refusal (ROFR) obligations. SiteBid is not responsible for verifying such compliance, and the Site Owner assumes full liability for any disputes or legal issues arising from non-compliance.
6. Disclosure and Transparency
   1. Fee Disclosure: SiteBid will fully disclose the fee structure, including the Consulting Fee, to both Site Owners and Bidders. This disclosure will be clearly stated in all relevant communications and agreements.
   2. Transaction Transparency: SiteBid commits to maintaining transparency in all transactions facilitated through its platform. This includes providing detailed information about potential Bidders, the status of LOIs, and any other relevant transaction details.
   3. Conflict of Interest: SiteBid will disclose any potential conflicts of interest that may arise in its operations or in the facilitation of lease agreements. This includes any affiliations with Bidders or other entities that could influence the SiteBid’s impartiality.
   4. Reporting and Documentation: Site Owners and Bidders will receive regular reports and documentation regarding their listings and transactions. These reports will include comprehensive details to ensure clarity and transparency of all activities conducted through the platform.
7. Liability and Disclaimer
   1. Liability Limitation: SiteBid provides a technology platform only and does not act as a fiduciary, broker, escrow service, or agent for any party. SiteBid does not verify property title, lease terms, regulatory compliance, financial due diligence, or the accuracy of any listing data. Site Owners and Bidders acknowledge that SiteBid bears no responsibility for transaction outcomes, payments, disputes, or negotiations. All transactions are conducted solely between the involved parties. SiteBid shall not be liable for any direct, indirect, incidental, special, or consequential damages resulting from transactional disputes, misrepresentation, contractual breaches, or financial losses incurred by users of the platform. By using SiteBid’s services, Site Owners and Bidders expressly waive any claims against SiteBid arising from the use of the platform, including but not limited to, any claims related to transaction failures, missed payments, title defects, lease disputes, or regulatory non-compliance.
   2. Indemnification: The Site Owner agrees to indemnify, defend, and hold SiteBid harmless from any claims, damages, liabilities, or legal actions arising from (i) Misrepresentation of property ownership, title, or lease conditions,  (ii) Any disputes between Site Owners and Bidders, (iii) Legal claims related to zoning, compliance, leaseholder rights, or other regulatory issues. By using the SiteBid platform, the Site Owner acknowledges that SiteBid makes no guarantees regarding the marketability, demand, or financial success of any listed property.

   3. No Warranty: The platform and its services are provided on an “as is” and “as available” basis. SiteBid expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

   4. Accuracy of Information: While SiteBid endeavors to provide accurate information on its platform, it does not warrant the accuracy or completeness of the information, materials, or services provided.

8. Term and Termination
   1. Agreement Duration: This Agreement shall commence upon the Site Owner’s acceptance and shall continue in effect until terminated by either party.
   2. Termination by Site Owner: The Site Owner may terminate this Agreement at any time with 30 days written notice to SiteBid.
   3. Termination by SiteBid: SiteBid reserves the right to terminate the Agreement at any time, with or without cause, upon written notice to the Site Owner.
   4. Consequences of Termination: Termination of this Agreement does not relieve the Site Owner of any obligations incurred prior to termination, including but not limited to payment of outstanding Consulting Fees. Any fees associated with transactions initiated through SiteBid, including introductions made before termination, remain due even after termination. If an introduction was made via SiteBid prior to termination, the Consulting Fee remains enforceable upon transaction execution, regardless of whether the Agreement is still active. If a Site Owner terminates this Agreement while an introduction is active, SiteBid reserves the right to take legal action to recover unpaid fees and seek damages for breach of contract.
   5. Survival: Sections pertaining to Fee Structure and Payments, Limitation of Liability and Disclaimer, and any other provisions which by their nature should survive, will remain in effect after termination of this Agreement.
9. General Provisions
   1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.
   2. Dispute Resolution: Any disputes arising under or in connection with this Agreement shall be resolved through final and binding arbitration as outlined in the Terms of Use.
   3. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, regarding its subject matter.
   4. Amendment: This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto.
   5. Severability: If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement.
10. Incorporation by Reference
    The following policies, disclaimers, and guidelines are expressly incorporated into this Agreement by reference. By using SiteBid’s services, Advertiser acknowledges and agrees to be bound by the terms set forth in these policies:
    • Content Guidelines: https://sitebid.com/disclaimers/content-guidelines/
    • Copyright Notice: https://sitebid.com/disclaimers/copyright-notice/
    • Listing Advertising Terms: https://sitebid.com/disclaimers/listing-advertising-terms/
    • Listings Quality Policy: https://sitebid.com/disclaimers/listings-quality-policy/
    • Participation Agreement: https://sitebid.com/disclaimers/participation-agreement/
    • Privacy Policy: https://sitebid.com/disclaimers/privacy-policy/
    • Terms of Use: https://sitebid.com/disclaimers/terms-of-use/
    • ValueTrack Disclosure: https://sitebid.com/disclaimers/valuetrack/

    In the event of any conflict or inconsistency between this Agreement and any of the referenced policies, the terms of this Agreement shall govern, unless otherwise specified in the conflicting policy. SiteBid reserves the right to update, modify, or replace these policies at its sole discretion. Continued use of SiteBid’s services constitutes Site Owner’s acceptance of any updates to these policies.