BidRebel Terms of Service

Version: 5.10 Effective Date: September 30, 2026 Last Updated: September 30, 2026

1. Agreement to These Terms

These Terms of Service ("Terms") are a binding agreement between you and BidRebel Inc. ("BidRebel," "we," "us," or "our"), a Minnesota corporation, governing your access to and use of our websites, applications, and services (collectively, the "Platform").

By creating an account, submitting a project, submitting a bid, or otherwise using the Platform, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Platform. Your acceptance of these Terms is recorded at account creation.

If you use the Platform on behalf of a business or other entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

2. Eligibility

If you are an individual using the Platform, you must be at least 18 years old, reside in the United States, and be able to form a binding contract. If you use the Platform on behalf of a business or other entity, you represent that you are at least 18 years old, that you are authorized to bind that entity, and that the entity is legally permitted to use the Platform in the United States. The Platform is not intended for persons under 18. By using the Platform, you represent that you meet these requirements and that you are not barred from using the Platform under applicable law or a prior suspension or termination by BidRebel.

Export controls and sanctions. By using the Platform, you further represent and warrant that: (a) you are not located in, ordinarily resident in, or a national of any country or region that is the target of comprehensive U.S. economic sanctions; (b) you are not identified on any U.S. government denied-parties, restricted-parties, or sanctions list, including the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce's Denied Persons List or Entity List, or any comparable list; and (c) you will not use the Platform, and will not permit any personnel or subcontractor to use the Platform, in violation of any applicable export-control, sanctions, or anti-boycott law of the United States or any other jurisdiction that applies to you. If any of these representations becomes untrue, you must stop using the Platform and notify us immediately at legal@bidrebel.com.

3. The BidRebel Marketplace and Our Role

BidRebel operates an online marketplace that connects customers who post projects ("Customers") with service professionals who bid on and perform those projects ("Contractors"). Customers and Contractors are collectively "users."

BidRebel is a marketplace, not a contractor. BidRebel does not perform services, does not employ Contractors, does not supervise, direct, or control Contractors' work, and is not a party to the service agreement formed between a Customer and a Contractor. When a Customer selects a Contractor's bid, the resulting contract for services, when formed or effective as provided in Section 5.3, is solely between the Customer and the Contractor. BidRebel does not guarantee the quality, safety, legality, timing, or outcome of any project or the truth or accuracy of any user's statements, listings, or bids.

Screening is not an endorsement. BidRebel offers Contractors an optional background check administered by a third-party consumer reporting agency; a Contractor who completes and clears it receives a Background Check Badge on the Contractor's profile. The Badge means only that the Contractor completed and cleared a background check as of the date of the result. It is not a guarantee, warranty, or endorsement of any Contractor, of the accuracy or completeness of any screening, or of the safety or quality of any work. The absence of a current Badge means only that the Contractor does not currently hold a Background Check Badge; it does not indicate whether the Contractor has previously undergone a Background Check or the result of any prior screening. BidRebel may also conduct or require license verification, insurance verification, identity verification, and other trust-and-safety checks where appropriate or permitted by law (see Section 7). Screening is limited in scope, may not identify all issues, and is not a guarantee, warranty, or endorsement of any Contractor. Customers are responsible for evaluating bids and Contractors for their own needs.

3.1 Key Defined Terms

For convenience, several defined terms are introduced here and used throughout these Terms. Additional defined terms appear in the Sections where they are first used, and each such definition governs wherever the term appears.

"Project" means a request for services that a Customer posts to the Platform, including the written description, photographs, location or service area, preferred timeline, and quality-versus-price preference that the Customer supplies, together with any additional terms the Customer and a Contractor agree to directly. Section 5.1 describes how a Project is posted, and the sealed-bidding, selection, payment, completion, and dispute provisions of Sections 5 and 6 describe how a Project proceeds.
"Contractor Confirmation" means the Awarded Contractor's affirmative confirmation through the Platform that the Contractor accepts the awarded Project and intends to proceed with the work. It is a different event from "Confirmation," which is the Customer's later confirmation that the work is complete.
"Awarded Contractor" means the Contractor whose bid a Customer selects for a Project, as further described in Section 5.2. When the Customer selects the Awarded Contractor, a service contract is formed between the Customer and the Awarded Contractor under Section 5.3, and payment is charged and held under Section 6.
"Held Funds" means the amount BidRebel charges and holds when a Customer selects an Awarded Contractor, as defined and described in Section 6.2.
"Accountability Notice" means the factual, platform-recorded notation defined and described in Section 12.

4. Accounts and Identity Verification

Registration. You must provide accurate, current, and complete information when creating an account and keep it updated. You represent that you are creating the account for your own use and not on behalf of a third party except as expressly authorized. BidRebel may reclaim, suspend, refuse, or change usernames, with or without prior notice. BidRebel may require re-verification of any information.

Identity verification. BidRebel may verify your identity through the means described in the Privacy Policy, including email verification, mobile-phone verification, and verification through a third-party service.

Security. You are responsible for safeguarding your credentials and for all activity under your account. Notify us immediately at security@bidrebel.com if you suspect any unauthorized use or suspected compromise.

One account. You may not maintain multiple accounts. A single account may hold both customer and contractor roles where the Platform offers them, and you may switch between those roles within your account.

5. How the Marketplace Works

5.1 Projects

Customers may post Projects describing the work requested, including a written description, photographs of the project site, location or service area, preferred timeline, and quality versus price preference. Customers are responsible for the accuracy of their Project postings and for having the legal right to request the work (for example, property-owner authorization where required).

Photograph processing. Photographs you upload are stored as uploaded, including any embedded metadata the file contains (such as geolocation, device identifiers, and capture timestamps). BidRebel may use that embedded metadata to verify project information (for example, to help confirm that a project or photograph corresponds to the stated project location), to prevent fraud, and to operate and improve the Platform, as described in the Privacy Policy. The copies of photographs displayed to other users in the Platform are processed using automated processes designed to remove such embedded metadata where technically feasible; these processes apply to the displayed copies, not to the stored originals, and may not remove all metadata from every file. Photographs may be resized, converted to additional formats, and subjected to automated content moderation, as described in the Privacy Policy.

Upload content standards. Photographs and other content you upload must relate to the Project and must not include: sexually explicit material of any kind; any content that depicts, sexualizes, or exploits a minor in any form; gratuitously violent or graphic content; or content that infringes or misappropriates the rights of others, including images you do not have the right to use. BidRebel may, but is not obligated to, review, moderate, remove, or refuse any uploaded content at any time, with or without notice, where BidRebel reasonably believes the content violates these Terms or applicable law, and may suspend or terminate accounts for violations. Content that appears to sexually exploit or endanger a minor will be removed and reported to the National Center for Missing & Exploited Children and to law enforcement as required by law.

Project representations. By posting a Project, you represent and warrant that:

You own the project site or are authorized by its owner to procure the work;
You have the right to upload and share the photographs you upload;
The Project description is accurate and not misleading;
The Project does not request work outside the service categories the Platform supports, does not misrepresent the scope or condition of the project site, and is not intended to harass or intimidate a Contractor;
You are not posting the Project to recruit a worker for employment outside the Platform or to evade employment law; and
The posting does not include personal information of third parties without their consent.

5.2 Sealed (Blind) Bidding

BidRebel uses a sealed bidding process. Contractors participating in a bidding opportunity cannot see other Contractors' bid amounts, the number of competing bids, or the identity of competing bidders. You may not attempt to circumvent the sealed bid design, including by soliciting or sharing bid amounts with other bidders, coordinating bids, or using multiple accounts to gain visibility into bidding.

A bid is an offer by the Contractor to perform the described work at the stated price and time estimate, subject to the Project description as posted. Subject to Section 5.3, bids are binding upon Customer acceptance; where Section 5.3 makes the Customer's selection conditional pending legally required documentation and formalities, the bid binds when the service contract becomes effective as described there.

Bid presentation. The Customer is shown multiple bids per Project, surfaced by BidRebel's bid curation algorithm, which considers the Customer's stated quality versus price preference, Contractor reputation, price competitiveness, availability match, and, where applicable, the Customer's Background Check Badge preference. Holding a Background Check Badge does not otherwise improve a Contractor's ranking or surfacing. The Customer selects a winning Contractor (the "Awarded Contractor") and, where the Platform offers it, may designate a backup Contractor. A backup Contractor is never substituted automatically. If the Awarded Contractor declines the award, fails to provide Contractor Confirmation within the time stated in the award notice, or otherwise becomes unavailable before Contractor Confirmation, BidRebel notifies the Customer and shows the Customer the backup Contractor's bid and the new all-in total (including the Platform Fee, the Transaction Fee, and any applicable tax). The backup Contractor becomes the Awarded Contractor only if the Customer affirmatively accepts that bid and total; on acceptance, the original transaction is adjusted or refunded as appropriate, and any different or additional amount is charged only with the Customer's authorization given at acceptance. If the Customer does not accept the backup, the Customer receives a full refund of all amounts actually paid and may repost or cancel the Project.

Background Check Badge preference. Where the Platform offers the option, a Customer may request that bids be shown only from Contractors who currently display a Background Check Badge. A Contractor without a current Badge may therefore be ineligible to bid on, or may not have a bid surfaced for, a Project for which the Customer has selected that preference. A Background Check Badge remains optional for general participation on the Platform, as described in Section 3 and the Contractor-facing provisions of these Terms.

Bidding acknowledgments. You acknowledge and agree that:

BidRebel does not guarantee any particular number of bids on a Project or a minimum bid count;
The bids surfaced may not be from Contractors with identical qualifications, pricing, or service histories;
Your stated preferences influence which bids are surfaced but do not guarantee particular outcomes; and
The sealed bidding mechanic differs from open-bidding marketplaces, and you accept it as a condition of using the Platform.

The algorithm, parameters, and specifics of BidRebel's bid curation process are confidential and proprietary to BidRebel.

5.3 Selection and the Service Contract

When a Customer selects a bid, a service contract is formed between the Customer and the Contractor on the terms of the Project posting and the selected bid, together with any additional terms they agree to directly — except where applicable law requires additional terms, disclosures, notices, signatures, performance guidelines, change orders, or other documentation to be completed before a binding agreement is formed (for example, under state statutes governing residential building, remodeling, or roofing contracts). In those cases, the Customer's selection is conditional, and the service contract becomes effective only after the required documentation and formalities have been completed. The Customer and the Contractor are responsible for completing those requirements before the work begins. BidRebel may provide tools to facilitate that process but is not a party to the service contract.

5.4 Changes, Cancellations, and No-Shows

Cancellation before selection. A Customer may cancel a posted Project at any time before selecting an Awarded Contractor without penalty. Bids submitted on the cancelled Project become void. No payment is charged and no funds are held before the Customer selects an Awarded Contractor.

Cancellation after selection but before Contractor Confirmation. If the Customer cancels after selecting an Awarded Contractor but before Contractor Confirmation, the Customer receives a full refund of all amounts charged for the Project (the bid amount, the Platform Fee, the Transaction Fee, and any associated tax), and no cancellation fee and no cancellation processing charge apply.

Cancellation after Contractor Confirmation. A Customer may cancel a Project after Contractor Confirmation subject to BidRebel's then-current cancellation fee schedule, published in the Platform. The schedule is intended to balance the Customer's right to cancel against the time the Contractor has invested in scheduling and preparation. The cancellation fee is paid to the Awarded Contractor as compensation for the time reserved for the work, and a separate processing charge is retained by BidRebel; the dollar amounts of the cancellation fee and the processing charge are set out in the Fee Schedule. Where the Customer cancels before the bid amount has been released to the Contractor, any refund owed to the Customer is made from the Held Funds under Section 6.6. For clarity, and as an express exception to the non-refundability language in Section 6.5: if the Customer cancels after Contractor Confirmation and before the bid amount has been released, BidRebel refunds to the Customer, from the Held Funds, the amounts the Customer actually paid for the Project — the bid amount, the Platform Fee, the Transaction Fee, and any refundable tax, net of any Bank Payment Discount received — less the 5% cancellation fee and the $4.99 processing charge set out in the Fee Schedule. The Customer's total cost of a plain post-Contractor-Confirmation cancellation is therefore 5% of the bid amount plus $4.99, whatever payment method was used, and the Customer is never refunded more than the Customer actually paid. The Platform Fee and the Transaction Fee are refunded in full on such a cancellation; "proportional" refunds under Section 6.4 apply only to dispute resolutions in which part of the bid amount is refunded. The same net treatment applies to a Customer no-show without a reschedule, plus the $20 no-show fee set out in the Fee Schedule.

Cancellation when the Contractor is unresponsive. A Contractor is considered unresponsive when BidRebel has sent the Contractor a response-required notice and the Contractor has failed to respond within the time stated in that notice. If the Awarded Contractor cancels, fails to perform, fails to appear, or becomes unresponsive through no fault of the Customer, the Customer's held payment is not trapped: the Customer may cancel the Project and receive a full refund of all amounts actually paid for the Project — the bid amount, the Platform Fee, the Transaction Fee, and any refundable tax — with no cancellation fee, no cancellation processing charge, and no no-show fee, or may initiate a dispute under Section 6.4.

Customer no-shows. If a Customer fails to be available for the work at the agreed time without notice to the Awarded Contractor, the Contractor may report a no-show. A Customer no-show may trigger fees under the Fee Schedule. Where the Customer and the Awarded Contractor do not reschedule, the Customer is charged the cancellation fee (paid to the Awarded Contractor), the processing charge (retained by BidRebel), and a no-show fee (paid to the Awarded Contractor), as set out in the Fee Schedule. Where the Customer and the Awarded Contractor agree to reschedule, no cancellation fee or processing charge applies and the no-show fee is instead added to the total bid amount and paid to the Awarded Contractor. A Customer no-show may also temporarily restrict the Customer's ability to post new Projects during investigation and may result in an Accountability Notice as described in Section 12.

Contractor no-shows and cancellations. If the Awarded Contractor cancels after acceptance or fails to appear for a scheduled appointment, the Customer receives, on cancellation or on the outcome of a dispute under Section 6.4, a full refund of all amounts actually paid for the Project — the bid amount, the Platform Fee, the Transaction Fee, and any refundable tax — from the Held Funds, and no Customer cancellation fee, cancellation processing charge, or no-show fee applies. The corresponding Accountability Notice may apply to the Contractor as described in Section 12.

Statutory rights preserved. Nothing in this Section limits rights a Customer may have under applicable state home improvement or consumer protection statutes, including any statutory right of rescission.

6. Payments, Payment Holds, and Fees

6.1 Payment Processing

Payments on the Platform are processed by a licensed third-party payment processor engaged by BidRebel (the "Payment Processor"). BidRebel does not store full payment card numbers, card expiration dates, card verification values, or bank account credentials; the Payment Processor tokenizes your payment instrument and returns a payment method reference. The Payment Processor's handling of payment data is described in the Payment Processor's privacy policy, which is identified and made available to you in the payment flow. Contractors' connected accounts are governed by the Payment Processor's account terms presented during Contractor onboarding.

6.2 Payment at Selection and Hold of Funds

How payment works, in plain language. When a Customer selects an Awarded Contractor, BidRebel charges the Customer's payment method and holds the money until the work is done. BidRebel does not pay the Contractor right away. BidRebel holds the payment and releases it to the Contractor after the Customer confirms the work is complete, on the automatic release described in Section 6.3, or on the outcome of a dispute under Section 6.4. Once BidRebel has received the Customer's payment, BidRebel notifies the Awarded Contractor that the work may begin, as described below.

What the Customer pays, and what the Contractor receives. At the time the Customer selects an Awarded Contractor, the amount charged to the Customer's payment method is the sum of:

The bid amount (the price the Awarded Contractor quoted for the work);
The Platform Fee (BidRebel's charge for facilitating the Platform);
The Transaction Fee (BidRebel's own flat, uniform fee that helps cover BidRebel's cost of processing the Customer's payment and operating the Platform); and
Applicable tax, shown separately as its own line item; and
Less the Bank Payment Discount, where the Customer elects to pay by ACH direct debit from a bank account, as described below and in the Fee Schedule.

Before selection, the Customer is shown a single all-in total equal to the bid amount plus the Platform Fee plus the Transaction Fee plus any applicable tax, with the Platform Fee and the Transaction Fee itemized as line items beneath that total, so the Customer sees the full price and its composition before committing. The amount so charged and held is the "Held Funds." The Contractor receives the full bid amount on release. The Platform Fee and the Transaction Fee are BidRebel's consideration and are retained by BidRebel; they are charged to the Customer on top of the bid, not deducted from the amount the Contractor receives. The Platform Fee and the Transaction Fee are two separate fees: the Platform Fee is BidRebel's charge for facilitating the Platform, and the Transaction Fee is a separate fee that helps cover BidRebel's cost of processing the Customer's payment. The Transaction Fee is a flat, uniform fee that applies identically to every Customer regardless of payment method; it is BidRebel's own charge, not a line-item reimbursement of a third party's cost, it is not a card surcharge, and it is not a pass-through of any payment processor's exact cost. Separately, a Customer who elects to pay by ACH direct debit from a bank account receives a "Bank Payment Discount" equal to 3% of the bid amount, displayed as its own line item reducing the all-in total, as described in the Fee Schedule. The Bank Payment Discount is a discount for choosing bank payment, funded by BidRebel out of its own fees; it is not a surcharge on any other payment method, it does not change the Transaction Fee itself, and it does not reduce the bid amount the Contractor receives.

Customer authorization. By selecting an Awarded Contractor, the Customer authorizes BidRebel and the Payment Processor to:

Charge the Customer's payment method in the amount of the bid plus the Platform Fee plus the Transaction Fee, less any applicable Bank Payment Discount, plus any applicable tax;
Hold that amount as Held Funds pending release under Section 6.3;
Release the bid amount to the Awarded Contractor's connected account upon Customer confirmation of Project completion, upon the auto-release described in Section 6.3, or on the outcome of a dispute under Section 6.4, and retain the Platform Fee and the Transaction Fee; and
Reverse or refund all or part of the charge as described in Sections 6.4 and 6.6.

When work may begin (the payment-received notice). The Awarded Contractor is not cleared to begin the work until BidRebel notifies the Contractor that the Customer's payment has been received. The Customer's payment is "received" when the Payment Processor reports the payment as succeeded. For card payments, the payment is typically reported as succeeded promptly after selection, and the notice follows. For ACH direct debit from a bank account, the debit takes several business days to clear and settle on the ACH network and is reported as succeeded once it has settled, so the work-start notice — and therefore the start of the work — may be delayed accordingly. The Customer is informed of this possible delay when choosing bank payment at checkout. The Contractor is told when a payment is being made by bank payment and may, at the Contractor's own discretion, choose to begin the work before the payment settles, as described in the Contractor-facing provisions of these Terms. If a bank payment fails or is returned, the Project is automatically paused, BidRebel notifies the Customer and the Awarded Contractor as soon as possible, and the Customer must promptly pay by another valid payment method; a failed or returned payment does not relieve the Customer of the obligation to pay for work performed.

Cancellation, no-show, and reschedule charges. In addition to the charges above, where a Customer cancels after selection or a Customer no-show occurs, the Customer authorizes BidRebel and the Payment Processor to deduct the cancellation, processing, and no-show amounts described in Section 5.4 and set out in the Fee Schedule from the Held Funds, to disburse those amounts, and to refund the balance of the Held Funds to the Customer as described in Sections 5.4 and 6.6. These amounts are not a second charge to the Customer's payment method; they are withheld from the amounts already collected. The one exception is a no-show with a reschedule, where the Project continues: in that case the $20 no-show fee is charged to the Customer's payment method as an additional amount, is added to the Held Funds, and is transferred to the Awarded Contractor together with the bid amount on release. Within the Payment Processor's flow, the cancellation fee and the no-show fee are transfers to the Awarded Contractor's connected account, and the processing charge is retained by BidRebel. The $4.99 processing charge described in the Fee Schedule is the cancellation-specific charge and is separate from the Transaction Fee charged at selection. The agent-of-payee appointment described below extends to the collection of the cancellation and no-show amounts owed to the Awarded Contractor.

Agent-of-payee appointment and how it affects the Customer. The Contractor has appointed BidRebel as the Contractor's limited agent to collect and process payment for the work on the Contractor's behalf. That appointment is set forth in the Contractor-facing provisions of the parties' agreements. Because of that appointment, when the Customer pays the bid amount through the Platform, the Customer's payment through the Platform satisfies the Customer's payment obligation to the Contractor for the work, even though BidRebel holds the Held Funds and releases them to the Contractor at a later time. The Customer does not owe the bid amount to the Contractor a second time. The Platform Fee and the Transaction Fee are BidRebel's own charges retained by BidRebel, not amounts collected on the Contractor's behalf and not transferred to the Contractor. BidRebel acts as the Contractor's collection agent for the bid amount and the Contractor-owed cancellation and no-show amounts only; BidRebel is not the contractor of the work and is not the party performing the work.

Where the money is held (BidRebel is not a bank). While a payment is held as Held Funds, it is held within the Payment Processor's payment system in a processor-held balance. It is not held in a BidRebel account. Please understand the following:

BidRebel is not a bank. The Held Funds are not a bank deposit.
The Held Funds are not insured by the Federal Deposit Insurance Corporation or by any other deposit-insurance program.
The Held Funds do not earn interest, and BidRebel does not pay interest on the Held Funds.
BidRebel is not a money transmitter. The Payment Processor is the licensed payment processor. The Held Funds are custodied within the Payment Processor's system, and BidRebel directs the release of the bid amount to the Contractor when a release condition in Section 6.3 is met.

6.3 Verification of Completion and Release

When the Awarded Contractor marks the Project as complete in the Platform, BidRebel will notify the Customer and ask the Customer to confirm that the work is complete. From that point, one of the following happens to the Held Funds:

(a) Confirmation (the Customer approves). When the Customer confirms completion in the Platform, BidRebel releases the bid amount from the Held Funds by transfer to the Contractor's connected account, initiated immediately upon confirmation, and retains the Platform Fee and the Transaction Fee. This is the normal path. Where the Customer paid by ACH direct debit from a bank account, release of the bid amount may be delayed until the Customer's payment has cleared and settled.

(b) Auto-release (the Customer does nothing). If the Customer neither confirms completion nor initiates a dispute within three (3) days after the Contractor marks the Project complete, BidRebel automatically releases the bid amount from the Held Funds to the Contractor and retains the Platform Fee and the Transaction Fee. The auto-release exists so that Held Funds are never held indefinitely. The Customer will be notified before and at the time of an auto-release. A Customer who has a concern about the work should initiate a dispute within the three-day window rather than letting the window close. The auto-release timer does not run while a dispute is open.

(c) Dispute resolution. If the Customer initiates a dispute under Section 6.4, the Held Funds remain suspended until the dispute is resolved. BidRebel then refunds, releases, or otherwise allocates the Held Funds in accordance with the resolution under Section 6.4.

Completion workflow and records. The completion workflow is conducted through the Platform so that both the Customer and the Awarded Contractor have a common, time-stamped record of what happened. Specifically:

The Awarded Contractor marks the Project complete in the Platform, which starts the notification and the three-day auto-release window described above;
The Customer receives an in-Platform and email notification prompting confirmation, and may confirm completion, raise a concern, or initiate a dispute under Section 6.4 from that notification;
On release of the bid amount (whether by Customer confirmation, auto-release, or dispute outcome), the Platform makes a payment receipt or transaction summary available to the Customer and to the Contractor reflecting the bid amount, the Platform Fee, the Transaction Fee, and any tax;
After completion, the Customer and the Contractor may submit Reviews about each other under Section 11, subject to the eligibility and content standards there; and
BidRebel retains completion, messaging, payment, and dispute records associated with the Project as reasonably necessary to operate the Platform, resolve disputes, preserve marketplace integrity, and meet legal obligations, as described in the Privacy Policy.

In-Platform messaging tools are provided so that the Customer and the Contractor can coordinate scheduling and the work; those tools are subject to Section 13 (Communications and SMS) and Section 6.8 (Off-Platform Payment Circumvention).

6.4 Disputes Between Users

A Customer may initiate a dispute through the Platform: (a) after the Contractor marks the Project complete and before the Held Funds are released under Section 6.3; or (b) before the Contractor marks the Project complete, where the Contractor has abandoned the work or become unresponsive as described in Section 5.4.

When a dispute is initiated:

Release of the Held Funds is suspended, and the Section 6.3(b) auto-release timer does not run, until the dispute is resolved;
BidRebel reviews the dispute in its role as marketplace facilitator, including any evidence submitted by the parties;
BidRebel may, at its reasonable discretion and consistent with applicable consumer-protection law, take corrective action including a full refund, a partial refund, release of funds to the Contractor, or a Platform Fee credit toward a future Project (where a refund is issued before release, it is made directly from the Held Funds); and
The dispute outcome may result in an Accountability Notice as described in Section 12.

Proportional platform-fee and Transaction-fee refund. Where a dispute results in a refund of all or part of the bid amount, the Platform Fee and the Transaction Fee are each refunded in the same proportion as the bid amount refunded. A full refund of the bid amount returns the full Platform Fee and the full Transaction Fee, and a partial refund of the bid amount returns the same percentage of the Platform Fee and the same percentage of the Transaction Fee (for example, a refund of 50% of the bid amount returns 50% of the Platform Fee and 50% of the Transaction Fee). Where the Platform Fee is at its $199.00 cap, the proportional refund is a proportion of the capped fee (for example, a 50% refund returns $99.50 of a $199.00 capped Platform Fee). This proportional refund of the Platform Fee and the Transaction Fee is an express exception to the non-refundability of those fees stated in Section 6.5. Where the Customer received the Bank Payment Discount, refunds are calculated on the amounts the Customer actually paid: the proportional refund of the Transaction Fee is netted against the proportional reversal of the Bank Payment Discount, so the Customer is refunded the amounts actually charged and no more.

BidRebel's role in this process is limited to determining the disposition of Held Funds under these Terms; it does not adjudicate the parties' underlying legal rights, which they may pursue independently. This process does not waive a Customer's rights under the Electronic Fund Transfer Act and Regulation E, 12 C.F.R. Part 1005 (where applicable), including the error-resolution rights under 12 C.F.R. § 1005.11; card-network chargeback rights under the Customer's card issuer's terms; or non-waivable state consumer-protection law.

You agree to attempt to resolve payment disputes through the BidRebel dispute process before initiating a card-network chargeback. This creates a contractual preference for the BidRebel process as a first step and does not limit your statutory or card-network chargeback rights.

6.5 Fees

BidRebel charges the Platform Fee and the Transaction Fee described in the BidRebel Fee Schedule, which is published in the Platform and is incorporated into these Terms by reference.

Platform fee. The Platform Fee is the consideration payable to BidRebel for facilitating the Platform. It is paid by the Customer, is charged at the time the Customer selects the Awarded Contractor in addition to the bid amount, and is 15% of the bid amount, capped at a maximum of $199.00 as set out in the Fee Schedule. It is included in the single all-in total displayed to the Customer before selection and is itemized beneath that total. It is retained by BidRebel and is non-refundable in the event of Customer cancellation after selection except as expressly stated in Section 5.4 or determined in a dispute under Section 6.4.

Transaction Fee. The Transaction Fee is a flat, uniform fee BidRebel charges that helps cover BidRebel's cost of processing the Customer's payment and operating the Platform. It is a separate fee from the Platform Fee. It is BidRebel's own charge and is not a line-item reimbursement of a third party's cost. It is paid by the Customer, is charged at the time the Customer selects the Awarded Contractor in addition to the bid amount, and is 3% of the bid amount as set out in the Fee Schedule. The Transaction Fee applies identically to every Customer regardless of the payment method used; it is not a card surcharge and is not a pass-through of any payment processor's exact cost. It is included in the single all-in total displayed to the Customer before selection and is itemized beneath that total. It is retained by BidRebel and is non-refundable in the event of Customer cancellation after selection except as expressly stated in Section 5.4 or determined in a dispute under Section 6.4.

Bank Payment Discount. A Customer who elects to pay by ACH direct debit from a bank account receives the Bank Payment Discount, equal to 3% of the bid amount, applied at selection and displayed as its own line item reducing the all-in total, as set out in the Fee Schedule. The Bank Payment Discount is a discount for choosing bank payment and is not a surcharge on any other payment method; Customers who pay by credit card, debit card, or any other supported card method pay the regular price. The Bank Payment Discount is funded by BidRebel out of its own fees and does not reduce the bid amount the Contractor receives.

As an express exception to that non-refundability, where a dispute results in a refund of all or part of the bid amount, the Platform Fee and the Transaction Fee are each refunded in the same proportion as the bid amount refunded, as described in Section 6.4, calculated on the amounts the Customer actually paid net of any Bank Payment Discount. Fees are subject to change on notice as described in Section 20.

6.6 Refunds, Chargebacks, Reversals, and Negative Balances

Refunds before release (from the Held Funds). Where a refund is issued before the Held Funds are released, the refund is made directly from the Held Funds through the Payment Processor. Refund amounts are determined through the dispute process in Section 6.4 or the cancellation provisions of Section 5.4. Where the refund is a partial refund of the bid amount determined in a dispute, the proportional share of the Platform Fee and the Transaction Fee described in Section 6.4 is refunded together with the refunded bid amount from the Held Funds.

Refunds after release (reversal, then refund). Where a refund is issued after the bid amount has been transferred to a Contractor's connected account (for example, after an auto-release or a confirmation followed by a later-adjudicated issue), the refund is handled by reversing the amount from the Contractor's connected account and then refunding the Customer. Where the dispute results in a partial refund of the bid amount, the proportional share of the Platform Fee and the Transaction Fee described in Section 6.4 is refunded to the Customer in addition to the reversed portion of the bid amount. BidRebel may deduct the refund amount from the Contractor's connected account or from future payouts, as described in the Contractor-facing provisions of these Terms and the payment processor's terms.

Chargebacks. If a Customer initiates a card-network chargeback on a captured payment, the disputed amount may be withheld pending adjudication under the applicable card-network rules, which govern the chargeback independently of BidRebel's internal dispute process. BidRebel may deduct the disputed amount from the Awarded Contractor's connected account up to the amount of the disputed bid, with any balance allocated between BidRebel and the Contractor based on the chargeback outcome.

6.7 Taxes

BidRebel will calculate, collect, and remit transaction taxes where BidRebel is required to do so by applicable law (for example, as a marketplace facilitator or marketplace provider under state law). Contractors remain responsible for taxes and reporting obligations not collected or remitted by BidRebel. Contractors are solely responsible for their own taxes, including income and self-employment taxes, and for providing accurate taxpayer information required for payment processing and reporting (for example, information used for 1099 reporting). Customers are responsible for any taxes applicable to their purchases where required by law. Any tax applicable to a Customer's transaction is displayed as a separate line item before selection.

6.8 Off-Platform Payment Circumvention

You may not solicit, request, or make payment for a Project sourced through the Platform outside the Platform's payment flow, and you may not solicit users off-platform to avoid fees. This includes a Customer soliciting a Contractor for off-platform work after a bid has been submitted on the Customer's Project.

7. Contractor Terms

Contractors are also subject to the BidRebel Contractor Terms, a supplemental agreement presented to Contractors at registration. The Contractor Terms supplement these Terms and, for Contractors, control over these Terms to the extent of any conflict regarding contractor-specific subject matter.

7.1 Independent Contractor Status

Contractors are independent businesses. Nothing in these Terms creates an employment, joint venture, franchise, or partnership relationship between BidRebel and any Contractor, and no agency relationship exists except the limited payment-collection agency described in Section 6.2. Contractors: (a) control the manner and means of performing their work; (b) may accept or decline bidding opportunities in their sole discretion; (c) set their own bid prices; (d) may work for other platforms and clients; and (e) supply their own tools, equipment, and personnel. Contractors are not entitled to employee benefits from BidRebel.

7.2 Licensing, Insurance, and Legal Compliance

Contractors represent and warrant that they hold, and will maintain for the duration of their use of the Platform, all licenses, registrations, permits, and insurance required by applicable law for the services they offer and perform, and that they will perform all services in a professional, workmanlike manner in compliance with applicable law, including building codes and permit requirements. Contractors must promptly update BidRebel if their license or insurance status changes and must not bid on work they are not legally qualified to perform.

7.3 Background Checks and Screening

BidRebel offers Contractors an optional background check, conducted by a third-party consumer reporting agency and paid for by the Contractor; a Contractor who completes and clears it receives a Background Check Badge on the Contractor's profile, as described in Section 3 and the Contractor-facing provisions of these Terms. Completing a background check is not a condition of submitting bids. BidRebel may also conduct or require identity verification, license and insurance verification, and other trust-and-safety checks where appropriate or permitted by law, conducted by third-party providers. Where required, background checks are governed by separate standalone disclosures, authorizations, notices, and dispute procedures provided when the Contractor initiates a Background Check, consistent with the Fair Credit Reporting Act (FCRA) and other applicable law. Continued display of the Background Check Badge may be conditioned on periodic re-screening; a Contractor may decline a re-screening, in which case the Badge may expire or be removed, but declining re-screening does not by itself prevent the Contractor from submitting bids. Any re-screening is subject to any additional disclosure and authorization required by applicable law. Screening determinations are made in BidRebel's reasonable discretion and are not a representation to any Customer.

7.4 Contractor Personnel

If a Contractor uses employees or subcontractors, the Contractor is solely responsible for them, including their compensation, classification, supervision, legal compliance, and eligibility to perform the work, and represents that they meet the same licensing and insurance requirements applicable to the work.

8. Customer Terms

Customers represent that Project postings are accurate and made in good faith, that they have authority to request the work at the stated property or location, and that they will provide safe and lawful access to the work site. Customers are responsible for their own decisions in selecting Contractors and agreeing to work terms. Customers must pay for selected work through the Platform as described in Section 6. Customers may not use the Platform to recruit or hire a Contractor as an employee or to evade employment law.

9. Prohibited Conduct

You may not, in connection with the Platform:

Violate any applicable law or regulation, or the rights of any person;
Misrepresent your identity, qualifications, licensing, insurance, or affiliation;
Post false, fraudulent, inappropriate, illegal, or misleading Projects, bids, Reviews, or other content;
Circumvent the sealed-bid process or the Platform payment flow (Sections 5.2 and 6.8);
Harass, threaten, defame, intimidate, or discriminate against any user, or refuse service in violation of applicable anti-discrimination law;
Post personal information of any third party without that third party's consent;
Use the Platform to send spam or unsolicited commercial communications, or to harvest contact information;
Access or use another user's account, or access, alter, or interfere with data not authorized to your account;
Scrape, crawl, or extract data from the Platform except as permitted by a written agreement with BidRebel;
Interfere with the Platform's operation, probe or breach its security, introduce malicious code, or use bots or automated means except as expressly permitted;
Reverse engineer, decompile, disassemble, or copy the Platform, or attempt to derive its source code, algorithms, or trade secrets, except as permitted by law; or
Use the Platform to build a competing product or service.

Automation, bots, and artificial intelligence. To keep the marketplace fair and trustworthy, you also may not, in connection with the Platform:

Use bots, scripts, automated agents, or other automated means to create accounts, post Projects, submit or modify bids, send messages, or otherwise interact with the Platform, except through an interface BidRebel expressly authorizes;
Submit a bid that you do not genuinely intend or are not genuinely able to honor, including a bid generated by an automated or artificial-intelligence tool that you have not reviewed and do not stand behind as a real, binding offer under Section 5.2;
Generate, submit, or solicit a fake, fabricated, or artificial-intelligence-generated Review, rating, profile, or other content that misrepresents a genuine, first-hand experience or a real person or business, or that otherwise violates Section 11;
Use the Platform's content, data, or output (including Project postings, bids, Reviews, and profiles) to train, fine-tune, or develop any machine-learning or artificial-intelligence model, or to build any dataset, except as permitted by a written agreement with BidRebel; or
Use any automated messaging, auto-dialing, or mass-communication tool to contact other users through or in connection with the Platform.

Nothing in this Section prohibits your ordinary, good-faith use of assistive or drafting tools to help you write your own Project description, bid, or message, provided the resulting content is truthful, is content you review and stand behind, and complies with these Terms.

A breach of this Section may result in suspension or termination of your account under Section 16, legal action by BidRebel, and referral to law enforcement where applicable.

10. User Content

"User Content" means content users submit to the Platform, including Project descriptions, photos, videos, documents, bids, profiles, messages, Reviews, and responses.

You retain ownership of your User Content. You grant BidRebel a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to host, store, reproduce, modify (for formatting and display), publish, display, distribute, and otherwise use your User Content in connection with operating, improving, and promoting the Platform, consistent with the Privacy Policy. You represent that you have all rights necessary to grant this license and that your User Content does not violate law or third-party rights. You should not upload images of children unless reasonably necessary for the Project and you have the authority to do so.

Content you create with automated or artificial-intelligence tools. If any of your User Content is generated in whole or in part using an automated or artificial-intelligence tool, you represent and warrant that you have all rights necessary to submit that content and to grant the license above, that the content does not infringe any third party's intellectual-property, privacy, or publicity rights, and that you have reviewed the content and stand behind it as your own submission. As between you and BidRebel, you remain responsible for such content to the same extent as any other User Content, and the license and representations in this Section apply to it in full. BidRebel does not claim ownership of your User Content by reason of any automated or artificial-intelligence assistance you used to create it.

BidRebel-provided automated features. The Platform may use automated or artificial-intelligence features (for example, bid curation, content moderation, formatting, or suggestions). Any output that the Platform itself generates and makes available to you as part of the service is provided for your use of the Platform, is licensed to you (not sold), and remains subject to BidRebel's and its licensors' rights described in Section 14. Automated features are provided on the "as is" and "as available" basis described in Section 17, and you are responsible for reviewing any suggested content before you rely on or submit it.

BidRebel may, but has no obligation to, monitor, moderate, or remove User Content, and may do so where it reasonably believes content violates these Terms or applicable law.

11. Ratings, Reviews, and User Content Standards

11.1 Overview

BidRebel provides features that allow users to rate and review other users based on their experiences on the Platform ("Reviews"). Reviews may be submitted by, and may relate to, any user of the Platform, including both Customers and Contractors. Reviews are the opinions and statements of the users who submit them. They do not reflect the views of BidRebel, and BidRebel does not adopt, endorse, or guarantee the accuracy of any Review.

11.2 Eligibility to Post

You may submit a Review about another user only if you had an actual interaction or transaction with that user on the Platform, and only within 60 days of the relevant transaction. BidRebel may use a rating scale together with optional written feedback. BidRebel may limit the number of Reviews you may submit about the same user or transaction.

11.3 Content Standards

When you submit a Review or other content, you agree that it will:

Be based on your own genuine, first-hand experience;
Be truthful and not misleading;
Not contain unlawful, defamatory, harassing, threatening, obscene, hateful, or discriminatory content;
Not disclose another person's private, confidential, or sensitive personal information (including contact details, financial information, or government identifiers);
Not infringe any third party's intellectual property, privacy, or other rights;
Not contain malware, spam, or advertising unrelated to the transaction; and
Comply with these Terms, the Privacy Policy, and applicable law.

11.4 Prohibited Review Practices

To keep Reviews trustworthy, you may not:

Submit a fake, fabricated, or misrepresented Review, or a Review about a transaction or interaction that did not occur;
Write a Review about your own account, a business you own or work for, or a competitor, or otherwise submit a Review in which you have an undisclosed material connection;
You may not provide, offer, solicit, or accept payment, a discount, or another incentive that is expressly or implicitly conditioned on a Review expressing a particular positive or negative sentiment. You also may not offer compensation or another incentive to remove or alter a truthful Review. Where an incentive is offered for a Review without regard to sentiment, any material connection must be clearly and conspicuously disclosed as required by applicable law;
Attempt to suppress, threaten, or penalize another user for leaving, or to induce another user to remove, a truthful Review; or
Use bots, coordinated accounts, artificial-intelligence-generated content, or other means to manipulate ratings, Reviews, or their visibility.

11.5 Your Responsibility and License

You are solely responsible for your Reviews and other content, and you represent that you have all rights necessary to submit them. You retain ownership of your content. You grant BidRebel the license described in Section 10 with respect to Reviews. This license continues for as long as your content remains on the Platform and, to the extent necessary, thereafter for record-keeping, legal, dispute-resolution, and marketplace-integrity purposes, consistent with the Privacy Policy.

11.6 BidRebel's Role and Moderation

BidRebel is a neutral venue for user Reviews and is not the author of Reviews submitted by users. BidRebel is not obligated to monitor Reviews, but reserves the right (without any obligation) to review, moderate, decline to publish, edit for formatting, label, or remove any Review or other content that it reasonably believes violates these Terms, the content standards above, or applicable law, or that is the subject of a valid dispute. BidRebel's decision to act, or not to act, on any content does not waive its right to act on other content and does not make BidRebel responsible for user content.

11.7 Responses, Flagging, and Removal

The user who is the subject of a Review may submit a response, which may be displayed alongside the Review. Any user may flag a Review they believe violates these Terms by contacting support@bidrebel.com. BidRebel will review flagged Reviews within a reasonable time and may remove or retain them at its reasonable discretion consistent with these Terms and applicable law. Reviews may remain visible after the reviewing user's account is closed, subject to the Privacy Policy.

12. Accountability Notices

12.1 What Accountability Notices Are

An "Accountability Notice" is a factual notation, generated from BidRebel's platform records, that reflects an objective, platform-recorded event associated with a user's account. Accountability Notices are limited to objective events recorded by the Platform and do not contain subjective conclusions, opinions, or characterizations about a user.

12.2 Categories

Accountability Notices are limited to the following categories of platform-recorded events:

A confirmed cancellation of a Project after it was accepted;
A documented failure to appear for a scheduled appointment; and
Disputes that were abandoned.

BidRebel will not create Accountability Notices for events outside these defined categories.

12.3 How They Are Generated

Accountability Notices are generated from records created by platform activity, such as acceptance, scheduling, cancellation, and check-in events. They are not based on staff opinion.

12.4 Visibility

An Accountability Notice may be visible to a counterparty in a related transaction and, where applicable, on the affected user's profile. BidRebel will describe in the platform interface where a given category of Accountability Notice is displayed.

12.5 Duration and Expiration

An Accountability Notice will be displayed for no longer than 12 months from the date of the underlying event, after which it will no longer be publicly displayed, unless a longer period is required by law or is necessary for an ongoing dispute, investigation, or legal hold. BidRebel may continue to retain the underlying record after it is no longer displayed, as described in the Privacy Policy.

12.6 Dispute and Correction

If you believe an Accountability Notice about you is inaccurate or was generated in error, you may dispute it by contacting BidRebel at support@bidrebel.com. BidRebel will review the disputed Notice against its platform records within a reasonable time and will correct or remove any Notice it determines is inaccurate or was generated in error. BidRebel may retain factual, accurate records as reasonably necessary to preserve marketplace integrity and to meet legal obligations.

12.7 Not a Consumer Report

Accountability Notices are internal marketplace records reflecting platform activity. They are not consumer reports, and BidRebel does not create or furnish Accountability Notices to third parties for the purpose of serving as a factor in establishing a consumer's eligibility for credit, insurance, employment, or other purposes governed by the Fair Credit Reporting Act. Accountability Notices are separate and distinct from the contractor screening and background-check process, which is governed by separate disclosures and authorizations.

12.8 Use in Trust and Safety

BidRebel may consider Accountability Notices, Reviews, and other platform activity in operating its trust-and-safety program, including decisions about account standing, feature access, or removal from the platform, as further described in Section 16 (Suspension and Termination).

13. Communications and SMS

By creating an account, you consent to receive transactional and account-related communications from BidRebel by email and through the Platform. Text messages are governed by the consent you provide at SMS opt-in; consent to receive text messages is not a condition of using the Platform, and you may revoke SMS consent at any time by replying STOP or by any other reasonable method. Message and data rates may apply. See the Privacy Policy's Text Messaging (SMS) section for details.

You may not use Platform communication tools to harass other users, send spam, or exchange contact information for the purpose of circumventing the Platform (Section 6.8).

14. Intellectual Property; Feedback; DMCA

The Platform, including its software, design, text, graphics, logos, and trademarks (including "BidRebel"), is owned by BidRebel or its licensors and is protected by intellectual-property laws. Except for the limited right to use the Platform in accordance with these Terms, no rights are granted to you.

If you provide suggestions or feedback, you grant BidRebel a perpetual, irrevocable, royalty-free license to use it without restriction or compensation.

API access. If BidRebel makes any application programming interface, developer key, token, or similar credential available to you, your access is a limited, revocable, non-exclusive, non-transferable license to use it solely as BidRebel documents and expressly authorizes. BidRebel may set and change rate limits, quotas, authentication requirements, and permitted uses; may monitor use for security and compliance; and may suspend, throttle, or revoke your access at any time, with or without notice, including where BidRebel reasonably believes your use threatens the security, integrity, or availability of the Platform or violates these Terms. You are responsible for safeguarding any API credential issued to you and for all activity under it, and you may not share, resell, or sublicense it except as BidRebel expressly permits in writing.

Beta and preview features. BidRebel may offer features, tools, or services identified as beta, preview, early-access, experimental, or similar (each, a "Beta Feature"). Beta Features are provided on an "as is" and "as available" basis, without any warranty of any kind (see Section 17), may contain errors, may change, and may be modified, suspended, or discontinued at any time without notice and without liability to you. BidRebel may condition access to a Beta Feature on additional terms presented at the time of access; where those terms conflict with these Terms as to that Beta Feature, the additional terms control for that feature. Information you learn about an unreleased Beta Feature is BidRebel's confidential information, and you agree not to disclose it without BidRebel's consent.

Copyright complaints. If you believe content on the Platform infringes your copyright, send a notice compliant with 17 U.S.C. § 512 to BidRebel's designated agent:

BidRebel Inc., Attn: Copyright Compliance Department 7523 95th St S #321 Cottage Grove, MN 55016 Telephone: 1-866-80-REBEL (1-866-807-3235) Email: copyright@bidrebel.com

BidRebel's designated agent is registered with the U.S. Copyright Office's DMCA Designated Agent Directory. We may remove allegedly infringing content and may terminate repeat infringers.

15. Third-Party Services

The Platform relies on third-party services, including payment processing, background screening, hosting, analytics, and communications providers, and may link to third-party sites. Your use of third-party services is subject to their own terms and privacy policies, and BidRebel is not responsible for third-party services.

16. Suspension and Termination

By you. You may close your account at any time. Closing your account does not relieve you of obligations arising before closure, including payment obligations and any open Project or dispute.

By BidRebel. We may suspend or terminate your access, remove content, withhold or delay payouts pending investigation, or decline to provide the Platform to anyone, where we reasonably believe you have violated these Terms or applicable law, pose a risk to users or the Platform, or where required by law. Where practicable and lawful, we will provide notice and, for Contractors, a statement of the general reason.

17. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIDREBEL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BIDREBEL DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

BIDREBEL MAKES NO WARRANTY REGARDING ANY USER, PROJECT, BID, OR SERVICES PERFORMED BY CONTRACTORS. SERVICES ARE PROVIDED BY INDEPENDENT CONTRACTORS, NOT BY BIDREBEL, AND ANY CLAIM RELATING TO SERVICES PERFORMED IS BETWEEN THE CUSTOMER AND THE CONTRACTOR. ANY WARRANTIES ON THE WORK ITSELF ARE GOVERNED BY THE SERVICE CONTRACT BETWEEN THE CUSTOMER AND THE CONTRACTOR AND BY APPLICABLE LAW. BIDREBEL DOES NOT WARRANT THE QUALIFICATIONS, CREDENTIALS, FITNESS, OR CHARACTER OF ANY CONTRACTOR BEYOND THE SCREENING STATUS DISCLOSED IN THE PLATFORM.

BIDREBEL'S HOLDING AND RELEASE OF THE HELD FUNDS IS A PAYMENT-FACILITATION FUNCTION. HOLDING THE HELD FUNDS DOES NOT MAKE BIDREBEL A PARTY TO THE SERVICE CONTRACT BETWEEN THE CUSTOMER AND THE CONTRACTOR, AND BIDREBEL DOES NOT WARRANT THE WORK BY VIRTUE OF HOLDING THE HELD FUNDS.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) BIDREBEL AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL; AND (B) BIDREBEL'S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE PLATFORM WILL NOT EXCEED THE GREATER OF (1) THE FEES YOU PAID TO BIDREBEL IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (2) ONE HUNDRED U.S. DOLLARS ($100.00).

THE FOREGOING LIMITATIONS DO NOT APPLY TO: (i) LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) STATUTORY LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW; (iii) CONSUMER-PROTECTION RIGHTS UNDER STATE LAW THAT CANNOT BE WAIVED; (iv) LIABILITY FOR DEATH, PERSONAL INJURY, OR PROPERTY DAMAGE CAUSED BY BIDREBEL'S NEGLIGENCE; (v) BIDREBEL'S OBLIGATION TO RELEASE OR REFUND HELD FUNDS OWED TO YOU UNDER SECTIONS 5.4 AND 6; OR (vi) ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

19. Indemnification

You will defend, indemnify, and hold harmless BidRebel and its officers, directors, employees, agents, affiliates, and licensors from and against claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your User Content; (b) your use or misuse of the Platform; (c) your violation of these Terms or applicable law; (d) your violation of any third party's rights, including intellectual-property, privacy, or publicity rights; (e) for Customers, your failure to pay amounts owed, your misrepresentation of Project scope, or any off-platform transaction in violation of Section 6.8; or (f) for Contractors, the services you perform or fail to perform, including personal injury, property damage, licensing, permitting, and classification of your personnel. BidRebel reserves the right, at its expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification, in which case you agree to cooperate with BidRebel's defense.

20. Changes to the Platform and These Terms

We may modify the Platform, and we may update these Terms. If we make changes, the "Last Updated" date will change, we will post the updated Terms on the Platform, and we will notify you by email or in-Platform notice.

Non-material changes. For non-material changes, your continued use of the Platform after the effective date constitutes acceptance. If you do not agree, stop using the Platform and close your account.

Material changes. For material changes, which include any change to Section 6 (Payments, Payment Holds, and Fees, including how funds are charged, held, released, refunded, or disputed) or to the Fee Schedule, Section 18 (Limitation of Liability), Section 21 (Dispute Resolution), governing law, or the categories or scope of personal information BidRebel collects, BidRebel will require your explicit re-acceptance through the Platform before the amended Terms bind you.

Changes do not apply retroactively to disputes arising before the effective date of the change.

21. Dispute Resolution: Binding Arbitration and Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS HOW DISPUTES BETWEEN YOU AND BIDREBEL ARE RESOLVED AND LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF.

21.1 Informal Resolution First

Before initiating arbitration, you and BidRebel agree to first attempt to resolve any Dispute informally. Send a written notice of dispute describing the claim to legal@bidrebel.com. If the Dispute is not resolved within 30 days of the notice, either party may commence arbitration.

21.2 Agreement to Arbitrate

You and BidRebel agree that any dispute, claim, or controversy arising out of or relating to these Terms, your use of the Platform, or the relationship between you and BidRebel (each, a "Dispute") will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA"). The applicable AAA rules depend on the relationship out of which the Dispute arises: (a) where the Dispute is a consumer dispute between a Customer and BidRebel, the AAA Consumer Arbitration Rules apply; (b) where the Dispute arises out of or relates to the Contractor relationship with BidRebel — including any Dispute about the classification of that relationship — the AAA Employment/Workplace Arbitration Rules apply to the extent those rules cover the relationship by their terms; and (c) for any other Dispute, or where neither of those rule sets applies by its terms, the AAA Commercial Arbitration Rules apply. If the parties disagree about which rules apply, the AAA makes the initial administrative determination, and the arbitrator, once appointed, has the authority to finally decide which rules govern. This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. For clarity, a disagreement about whether BidRebel has correctly charged, held, released, reversed, or refunded Held Funds is a Dispute subject to this Section 21, subject to the carve-outs below and to your non-waivable statutory rights.

21.3 Class-Action Waiver

You and BidRebel each agree that any Dispute will be resolved on an individual basis only, and not as a class, collective, consolidated, or representative action. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of representative or class proceeding.

21.4 Carve-Outs

Notwithstanding the foregoing:

Either party may bring an action in a court of competent jurisdiction for injunctive or other equitable relief to protect its intellectual-property rights pending the outcome of arbitration;
Either party may bring an individual claim in small-claims court for any claim that qualifies under the applicable court's jurisdiction; and
This Section does not preclude either party from bringing issues to the attention of federal, state, or local agencies, which may, if the law allows, seek relief on a party's behalf.

21.5 Mass Arbitration Protocol

Where 25 or more substantially similar Disputes are filed against BidRebel by claimants represented by the same or coordinated counsel, the Disputes will be administered in accordance with the AAA's Mass Arbitration Supplementary Rules (or any successor rules) in effect at the time of filing, and the parties will consult in good faith on procedural-fairness measures consistent with those rules.

21.6 Arbitrator Authority and Costs

The arbitrator has the authority to grant the same remedies a court could grant in an individual action, and the arbitrator's award is binding and may be entered as a judgment in a court of competent jurisdiction. The arbitrator does not have the authority to award class-wide, consolidated, or representative relief. Filing fees and arbitrator fees and costs are allocated in accordance with the AAA rules under which the arbitration is administered. For Disputes administered under the AAA Consumer Arbitration Rules, where the consumer-claimant fee burden under those rules would exceed the comparable court filing fee, BidRebel will pay the difference consistent with the AAA's consumer standards. For Disputes administered under the AAA Employment/Workplace Arbitration Rules, fees and costs are allocated consistent with those rules and the AAA's fee schedule for such disputes, including any provision of those rules limiting the individual claimant's share of filing and administration fees. For Disputes administered under the AAA Commercial Arbitration Rules, fees and costs are allocated under those rules.

21.7 Opt-Out

You may opt out of this Section 21 by sending written notice of your decision to opt out to legal@bidrebel.com or by postal mail to the address in Section 22, within 30 days of the date you first accept these Terms. If you opt out, you may bring claims in court consistent with Section 21.9. Opting out of arbitration does not affect any other provision of these Terms.

21.8 Severability of This Section

If any provision of this Section 21 is found unenforceable, it will be severed and the remaining provisions will continue in effect, except that if the class-action waiver is found unenforceable as to a particular claim or remedy, this entire Section 21 (including the agreement to arbitrate) will be unenforceable as to that claim or remedy, which will then be brought in court consistent with Section 21.9.

21.9 Governing Law and Venue

These Terms are governed by the laws of the State of Minnesota, without regard to conflict-of-laws rules, except to the extent that federal law (including the Federal Arbitration Act) preempts state law, and except where the mandatory consumer-protection law of your state of residence applies and cannot be waived by contract.

For any Dispute carved out from arbitration, or if you validly opt out, you and BidRebel consent to the exclusive jurisdiction and venue of the state and federal courts located in Hennepin County, Minnesota, and waive any objection to that jurisdiction and venue.

22. General

Entire agreement. These Terms, together with the Privacy Policy, the Fee Schedule, the Glossary of Defined Terms, any additional terms or consents presented to you through the Platform (including the consent language presented when you opt in to text messaging), and, for Contractors, the Contractor Terms, are the entire agreement between you and BidRebel regarding the Platform. In the event of a conflict between these Terms and the Glossary of Defined Terms, these Terms control.

Severability; waiver. If any provision is held unenforceable, the remainder stays in effect. A failure to enforce a provision is not a waiver.

Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.

Force majeure. BidRebel is not liable for any delay or failure to perform to the extent caused by events beyond its reasonable control. These events include, by way of example and not limitation: natural disasters, severe weather, fire, flood, or earthquake; war, terrorism, civil unrest, or riot; epidemics, pandemics, or public-health emergencies; strikes or other labor disputes; cyberattacks, denial-of-service attacks, security incidents, or malicious code; failures, outages, or disruptions of the internet, telecommunications, hosting, cloud, or Payment Processor services on which the Platform depends; power failures; and acts of government, changes in law, or orders of a court or regulator. BidRebel will use commercially reasonable efforts to resume performance once the event abates. This provision does not excuse a Customer's obligation to pay amounts already due or BidRebel's obligation to release or refund Held Funds owed to you once performance can reasonably resume.

Notices. We may provide notices by email to your account address or through the Platform. Legal notices to BidRebel should be sent to:

BidRebel Inc. 7523 95th St S #321 Cottage Grove, MN 55016 legal@bidrebel.com

Relationship to the Privacy Policy. BidRebel's collection, use, disclosure, and retention of information in connection with the Platform, including Reviews and Accountability Notices, are described in the BidRebel Privacy Policy. In the event of a conflict between these Terms and the Privacy Policy regarding the handling of personal information, the Privacy Policy governs as to privacy practices.

23. Contact

General mailbox: hello@bidrebel.com Questions about these Terms: legal@bidrebel.com Privacy questions and requests: privacy@bidrebel.com

24. Mobile Applications and App Store Terms

BidRebel may offer mobile applications for iOS and Android (each, an "App"). If you download or use an App, these Terms govern your use of it. If you download an App from a third-party app marketplace (an "App Provider," such as Apple, Inc. for the Apple App Store or Google LLC for the Google Play Store), the following additional terms apply, and, where they conflict with the rest of these Terms as to your use of the App obtained from that marketplace, the following control.

24.1 General App Store Terms (All App Providers)

Your license to use the App is a limited, non-exclusive, non-transferable, revocable license to use the App on a device you own or control, solely as permitted by these Terms and by the applicable App Provider's usage rules.
Your use of the App must comply with the applicable App Provider's terms of service and usage rules in effect at the time.
The agreement to use the App is between you and BidRebel only, and not with any App Provider. BidRebel, not the App Provider, is solely responsible for the App and its content, to the extent required by law and the applicable App Provider's terms.

24.2 Apple App Store (Additional Terms)

If you obtain the App from the Apple App Store, you acknowledge and agree that:

These Terms are between you and BidRebel only, and not with Apple, Inc. ("Apple"). Apple is not responsible for the App or its content.
Apple has no obligation to furnish any maintenance or support services for the App. To the maximum extent required by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App.
In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the App to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be BidRebel's responsibility, not Apple's.
Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession or use of the App, including product-liability claims, any claim that the App fails to conform to any applicable legal or regulatory requirement, and claims arising under consumer-protection, privacy, or similar legislation.
In the event of any third-party claim that the App or your possession and use of the App infringes that third party's intellectual-property rights, BidRebel, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such claim, to the extent required by these Terms.
You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties (see also Section 2).
You must comply with any applicable third-party terms of agreement when using the App.
Apple and Apple's subsidiaries are third-party beneficiaries of these Terms as they relate to your license of the App, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

24.3 Google Play Store (Additional Terms)

If you obtain the App from the Google Play Store, you acknowledge and agree that:

Your use of the App is also governed by the Google Play Terms of Service and any applicable Google Play usage rules or business and program policies then in effect.
Google LLC ("Google") is not a party to these Terms and is not responsible for the App or its content. BidRebel, not Google, is solely responsible for the App and for any support, maintenance, warranty, or claims relating to it, to the extent required by law.
To the extent Google Play requires, Google is a third-party beneficiary of the provisions of these Terms that limit or disclaim BidRebel's liability and warranties, solely with respect to your use of the App obtained from the Google Play Store.