SCMBDC BUSINESS OPPORTUNITY BULLETIN BOARD

Terms of Use

Welcome to the Southern California Minority Business Development Council, Inc. (“SCMBDC”) Businesst Opportunity Bulletin Board (the “Site”).  This is a service operated by SCMBDC and the following terms and conditions (the “Agreement”) form a binding agreement between you and us.  Please review the following terms carefully.  By using this Site, you are agreeing to these terms, and these terms will govern the use of the Site.  If you do not agree to these terms, you must cease to use this Site.  The terms “SCMBDC” or “us” or “we” or “our” refer to the Southern California Minority Business Development Council, Inc., the owner of the Site.  The term “you” refers to the person accessing or using the Site, or the company or organization upon whose behalf that person access the Site.

Our Services

SCMBDC Business Opportunity Bulletin Board provides online services (our “Services”) that assist in the posting of opportunities from various business entities, including corporate members of SCMBDC as well as nonmember corporations, contractors, and public agencies to make available for response by Certified Minority Business Entrepreneurs (“MBEs”) business opportunities. The Services enable the posters to post available business opportunities on the Site and further allows the MBEs to review that information to determine whether or not they are suitable candidates for responding to the postings.  We will provide access to the Services so long as our Agreement with you remains in effect and provided that your use of the Site and Services will at all times be bound by the terms and conditions of this Agreement as well as the terms of use and privacy policies of the SCMBDC as posted on its web site.

Terms of Service

SCMBDC and its information suppliers make no representations or warranties of any kind with respect to the information, services, and data made available by SCMBDC on the SCMBDC Business Opportunity Bulletin Board including, but not limited to, the warranties of fitness for a particular purpose or merchantability or non-infringement.

SCMBDC and its information suppliers make no representations or warranties of any kind with respect to the truth, accuracy, or completeness of any statements, information, materials, service or data made available by SCMBDC on the Site.  SCMBDC and its information suppliers assume no responsibility with the use made available by SCMBDC. In no event shall SCMBDC or its information suppliers be liable for any delays or failures to perform in performance of or any interruption of this Site.  In no event shall SCMBDC or its information suppliers be liable for any special, incidental or direct punitive or consequential damages or for the loss of profit, revenue or data however they may arise, even if the user or reviewer of the Site has been advised of the possibility of potential loss or damage.

SCMBDC does not warrant or make representations or endorsements as to the quality, content, accuracy or completeness of the information, text, graphics, links, and other items contained on this Site.  Such materials have been compiled from a variety of sources and are subject to change without notice from SCMBDC as a result of updates and corrections.  Unless otherwise legally permissible, commercial use of the materials is prohibited without the written permission of SCMBDC.  All trademarks mentioned herein are the property of their respective owners. 

Some of the links on this and subsequent pages may lead to resources outside of SCMBDC.  The use of these resources or links should not construe the presence of these links as an endorsement.  SCMBDC is not responsible for the content of such external links.

Communications made through email and messaging systems shall in no way be deemed to constitute legal notice to SCMBDC or any of its officers, employees, agents, or representatives with respect to any existing or potential claim or cause of action against SCMBDC or any of its officers, employees, agents or representatives, where notice to SCMBDC is required by any federal, state, or local laws, rules or regulations.

Subscriber Privacy Policy

SCMBDC is committed to safeguarding your privacy online.  Please read the privacy policy on the main website to understand how your personal information will be treated as you use the website.  This policy is subject to change, so please check back for periodic updates.

MBEs Account

Only MBEs who have been Certified by SCMBDC or an affiliate council of the National Minority Supplier Development Council (“NMSDC”) and remain Certified may create an account with us in order to use the Site.  Access to the Site by MBEs will be through the certification number which has been issued by the SCMBDC or an NMSDC affiliate council.  The MBE must create a password of their own choosing for access to the Site.  Your registration must be completed using the online form and the company name as shown in the certification.  Each registration is for the use of the single company or organization or individual upon whose behalf you access the Site but the Site may not be used on behalf of more than one person or entity under one use name.  Access to the Site is not authorized by any other person or entity using your registration number and you are responsible for preventing such unauthorized use.  If your Certification lapses, you will no longer have access to the Business Opportunity Bulletin Board.

Rules Regarding Information and Other Content

When you use the Site and Services, you obtain access to various kinds of information and materials, all of which we call “Content.”  Content also includes information and materials posted to the Site by entities seeking responses to Business Opportunities and by you.  You agree not to revise Content posted by others, and you agree not to post or use any Content in any manner that:

• infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others,
• violates the privacy, publicity, or other rights of third parties,
• is discriminatory, defamatory, obscene, threatening, abusive, or hateful, as determined by SCMBDC in its sole discretion; or
• is false or inaccurate.

Though we strive to enforce these rules with all of our users, including MBEs, entities posting Business Opportunities, and our other corporate members, you may be exposed through the Site or Services to Content that violates SCMBDC’s policies or is otherwise offensive.  You use the Site and Services at your own risk.  SCMBDC may, but is not obligated to, terminate user accounts and/or remove Content from the Site if SCMBDC determines or suspects that those accounts or Content violate the terms of this agreement or the applicable agreement with the offending user(s).  We take no responsibility for your exposure to Content on the Site whether it violates our Content policies or not.  You understand that the information and opinions in Content uploaded by third parties represents solely the thought of the author and is neither endorsed by SCMBDC nor does it necessarily reflect SCMBDC’s beliefs.

Renewal or Cancellation

All access to the Site will renew automatically so long as your Certification as an MBE stays current with SCMBDC.  Upon lapsing of your Certification, you will no longer have access to the SCMBDC Business Opportunity Bulletin Board.  

General Terms of Service

The sections below are applicable both to entities who post business opportunities and MBEs.

General Rules of Conduct

It is our goal to make the use of this Site and Services a good experience for all of its users, so you agree not to do any of the following:

• conduct or promote any illegal activities while using the Site or Services;
• upload, distribute or print anything that may be harmful to minors;
• attempt to reverse engineer or jeopardize the correct functioning of the Site, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Site;
• attempt to gain access to secured portions of the Site to which you do not possess access rights;
• upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
• use the Site or Services to generate unsolicited email advertisements or spam;
• use any automatic or manual process to search or harvest information from the Site or Services, or to interfere in any way with the proper functioning of the Site and Services; or
• impersonate another user.

Non-Confidentiality and Security

You understand that information that you submit to us, like procurement opportunities, are submitted precisely for the purpose of public disclosure in a variety of media and channels, and therefore such information is not subject to any confidentiality obligation.  SCMBDC will use reasonable efforts to maintain the security and integrity of information you provide to it.  However, you acknowledge and agree that SCMBDC cannot fully eliminate security risks and cannot guarantee that unauthorized access to your information will never occur.  If you provide us with any credit card information for payment services through any of our e-commerce offerings, we store such information in an encrypted manner.

Termination

This Agreement will automatically terminate, without notice or liability upon lapsing of Certification or in the event that you violate any of the terms and conditions set forth in these Terms of Use.  In the event of any termination, you will immediately cease access to the Site, and you agree to promptly pay any outstanding fees which may be owed under this Agreement.

Disclaimers of Warranty

SCMBDC HAS NO CONTROL OVER, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING, THE QUALITY, TRUTH, ACCURACY OR LEGALITY OF THE CONTENT POSTED BY THOSE USERS SEEKING RESPONSES TO BUSINESS OPPORTUNITY OR OTHERS.  THE SITE, SERVICE, AND CONTENT ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. SCMBDC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND SYSTEM INTEGRATION.  SCMBDC MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT OR SERVICE, OR THAT PROBLEMS WILL BE CORRECTED, OR THAT THE SITE IS FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE, SERVICES OR OTHERWISE WILL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. WE AND OUR AFFILIATES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT PROTECTION OF YOUR DATA NOR GUARANTEE DATA AVAILABILITY WHATSOEVER.  YOU BEAR THE SOLE RESPONSIBILITY AND LIABILITY FOR MAINTAINING BACKUP OR ARCHIVE COPIES OF YOUR DATA AND/OR SUBMISSIONS TO THE SITE.

SCMBDC IS NOT AN EMPLOYMENT AGENCY OR A RECRUITING FIRM, AND MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE EFFECTIVENESS OR TIMELINESS OF THE SITE OR THE SERVICE IN MEETING YOUR OBJECTIVES.  SCMBDC DOES NOT GUARANTEE ANY RESULTS, AND IS NOT RESPONSIBLE FOR ANY PROCUREMENT OR EMPLOYMENT DECISIONS.
Limitations of Liability

YOU ACKNOWLEDGE AND AGREE THAT SCMBDC IS ONLY WILLING TO PROVIDE ACCESS TO THE SITE AND TO PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF SCMBDC’S LIABILITY TO YOU AND TO THIRD PARTIES.  IN NO EVENT WILL SCMBDC BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, NOR LOST PROFITS, ARISING IN CONNECTION WITH THE SITE, SERVICES OR THIS AGREEMENT, INCLUDING, FOR EXAMPLE, DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITIES, OR BUSINESS INTERRUPTIONS, OR RESULTING FROM THE USE OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SERVICE, SITE, OR THE CONTENT. WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND THIRD PARTY MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE.  IN NO EVENT WILL SCMBDC BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH ANY ACT OR OMISSION OF ANY CANDIDATE.

SCMBDC reserves the right, but has no obligation, to monitor, or take any action SCMBDC deems appropriate regarding, disputes that you may have with any entities which post Business Opportunities or corporate members of SCMBDC.  To the extent the law permits, you release SCMBDC from any claims or liability related to any Content posted on the Site and from claims related to the conduct of any entities which post Businesst Opportunities or corporate members of SCMBDC.  You hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction) which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT SCMBDC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT YOUR SOLE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT IS TO DISCONTINUE USING THE SITE AND SERVICES.  IN THE EVENT THAT A COURT DETERMINES THAT THE PRECEDING SENTENCE IS UNENFORCEABLE, THE AGGREGATE LIABILITY OF SCMBDC TO YOU FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) ALL AMOUNTS PAID BY YOU UNDER THIS AGREEMENT WITHIN THE LAST TWELVE (12) MONTHS, AND (B) ONE HUNDRED DOLLARS (U.S. $100.00).

You agree to indemnify SCMBDC against any damages, liabilities or expenses (such as reasonable attorneys’ fees) that SCMBDC suffers in connection with your use of the Service or any Content you post to the Site.

Intellectual Property Issues

You acknowledge and agree that SCMBDC and its member companies retain ownership of all intellectual property rights of any kind related to the Site and Services, including applicable copyrights, trademarks and other proprietary rights.  SCMBDC is not granting any license to you under any of those intellectual property rights by virtue of this Agreement.  “SCMBDC” is our trademark.  Other product and company names that are mentioned on the Site or provided as part of the Services may be trademarks of its respective owners.  SCMBDC reserves all rights that are not expressly granted to you in this Agreement.

As between you and SCMBDC, you retain any intellectual property rights in any copyrighted materials and trademarks that are contained in Content that you post to the Site. You grant SCMBDC a non-exclusive, royalty-free, fully paid, worldwide license, under any and all of your intellectual property rights related to that Content, to the extent necessary for us to provide the Services. You also authorize SCMBDC to sublicense those rights to our contractors who help us provide the Services.

SCMBDC respects the intellectual property of others and asks you to do the same.  If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent (identified below) the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the material that You claim is infringing is located on the Site;
• Your address, telephone number, and email address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our copyright agent for notice of claims of copyright infringement on the Site can be reached by directing an e-mail to John W. Murray, Jr. at jmurray@scmbdc.org.

Electronic Communications

The communications between you and SCMBDC use electronic means, whether you visit the Site or send us emails, or whether SCMBDC posts notices on the Service or communicates with you via email.  For contractual purposes, you (a) consent to receive communications from SCMBDC in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that SCMBDC provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a writing.  The foregoing does not affect your non-waivable rights. You may also receive a copy of this Agreement by accessing this Site.

Changes to this Agreement

We may change the terms of this Agreement from time to time on a going-forward basis, and any such modifications become effective immediately upon being posted to the Site.  It is your sole responsibility to check the Site from time to time to view any such changes in the Agreement.  If you do not agree to any changes, if and when such changes may be made to the Agreement, you must cease use of the Site.  Your use of the Site after any modifications to the Agreement indicates that you agree to such modified Agreement.

General Terms

You and we are independent contractors, and nothing in this Agreement creates a partnership, employment relationship or agency.  There are no third-party beneficiaries of this Agreement.  You may not assign this Agreement, in whole or in part, to any third party without our prior, written consent, and any attempt by you to do so will be invalid.  Should any part of this Agreement be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect.  Our failure to enforce any provision of this Agreement will not be considered a waiver of the right to enforce such provision.  Our rights under this Agreement will survive any termination of this Agreement.  This Agreement will be governed by the laws of the State of California.  You agree that the Los Angeles Superior Court will have exclusive jurisdiction over any dispute between you and us.  However, you agree that we may seek equitable relief in any jurisdiction when appropriate. This Agreement constitutes the entire and only agreement between you and us, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings that relate to the subject matter of this Agreement.

Other Terms

SCMBDC’s home page contains additional provisions regarding terms of use, privacy links to other sites, and site security, all of which are incorporated herein by reference.  You are directed to review these policies which, from time to time, may be revised.