Participation Agreement

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

PARTICIPATION TERMS
1. Definitions:
  - Each bid or offer submitted in an Event is an “Offer.”
  - Each prospective party who submits an Offer in an Event is a “Bidder.”
  - The Bidder whose Offer is accepted by the Site Owner is the “Winning Bidder.”
  - “Purchase Documents” means the definitive transaction documents for the Property (e.g., purchase and sale agreement, assignment/easement/lease or related instruments, escrow instructions, and any addenda).
2. SiteBid’s Role:
  - SiteBid operates solely as a neutral marketplace to facilitate auctions, bidding, and marketing activities. SiteBid does not act as a broker, agent, intermediary, fiduciary, or advisor to either party. Site Owners and Bidders are exclusively responsible for all legal, contractual, escrow, due diligence, and transactional obligations.
  - SiteBid may work with both parties (Site Owners and Bidders) in a transaction but remains an independent platform and does not hold any ownership, financial interest, or financial stake in the Properties listed or the outcome of any transaction, beyond fees separately agreed to with Site Owners or Bidders for marketing or platform usage.
  - SiteBid provides a platform for listing and marketing Properties but does not negotiate, draft, or execute contracts on behalf of any party and does not facilitate escrow or closings.
  - All transactions are the sole responsibility of the Site Owner and Bidder and must be completed through licensed professionals as required by law.
ACCOUNT CREATION AND AUCTION PROCESS
1. Site Owner Registration & Listing Submission:
  - Site Owners must register an account and provide complete and accurate Property information.
  - Site Owners must sign an Auction Agreement granting SiteBid the exclusive right to market the Property during the auction period.
  - Listing approval does not imply SiteBid’s verification of ownership, lease status, or transaction validity.
2. Bidder Registration & LOI Submission:
  - Bidders must register an account and provide accurate and complete information for participation.
  - Bidders must be the end purchaser or an affiliate of the end buyer and sign a Bidder Agreement prior to making an Offer.
  - Bidders must submit Letters of Intent (LOIs) directly through SiteBid’s platform to express formal interest in a Property.
  - Submission of an LOI does not guarantee acceptance; all Offers are subject to Site Owner review.
3. Auction Listing Submission & LOI Process:
  - Listing Submission. The Site Owner agrees to provide accurate and complete information regarding the Property, including all due diligence documentation required by SiteBid.
  - Reserve Price & Bid Acceptance. Each auction listing may include a minimum selling price established by the Site Owner (“Reserve Price”). Site Owners may accept, reject, or negotiate Bids at their discretion, regardless of whether the Reserve Price is met.
  - Bid Review & Selection. Site Owners may review all submitted Bids through SiteBid’s auction portal. Site Owner may accept, reject, or negotiate any Bid at any time, even before the conclusion of the auction period. If an LOI is accepted, the Site Owner will enter into an exclusive negotiation period with the selected Bidder. The duration and specific terms of the exclusive negotiation period will be defined explicitly within the accepted LOI.
4. Offer Process:
  1. Submitting an LOI. Prior to submitting an Offer, Bidders must carefully review the posted agreements, applicable addenda, the Site Owner’s disclosure documentation, and all other transaction documents provided on the Property Page. SiteBid provides a standard LOI template as a convenience; Bidders may upload a customized LOI but must also enter key terms into the bid form. SiteBid makes no representations as to the legal adequacy or enforceability of any LOI; parties should consult legal counsel.
  2. Winning Bid. The Winning Bidder is solely responsible for finalizing agreements with the Site Owner. SiteBid does not negotiate, draft, or execute contracts.
  3. Bidder Obligations & Default. The Winning Bidder must deliver all required transaction documents (e.g., Purchase Agreement, Earnest Money Deposit) within the timeframe in the LOI (default 10 business days after LOI execution unless otherwise stated). Failure to timely deliver may result in default, permitting the Site Owner or SiteBid to (i) offer the Property to another Bidder or (ii) extend the Event for additional Bids.
TRANSACTION & DUE DILIGENCE
1. Bidder Due Diligence. Bidder is solely responsible for all due diligence (legal, physical, environmental, economic, encumbrances, etc.) and must coordinate inspections with the Site Owner. Limited access does not relieve Bidder of due diligence responsibilities.
2. Property Information. All information on the platform is provided by third parties “as-is” without independent verification by SiteBid. Buyers and sellers must independently verify details with licensed professionals.
3. Restricted Properties. Some Properties are subject to ROFR or third-party consent. Offers are contingent on such approvals as detailed in the LOI or Purchase Agreement. If consent is denied or a ROFR is exercised, the transaction terminates and earnest money (if any) is handled per the LOI/Purchase Agreement. Site Owner remains responsible for any SiteBid fees owed under separate agreement(s).
RIGHT TO CANCEL OR DENY
Site Owner and SiteBid may deny, limit, or impose conditions on Offers and/or access to the Website or any Event at any time (including based on solvency, credit, or prior history). SiteBid may postpone or cancel an Event, reorder Properties, modify these Terms (by posting on the Property Page), remove any Property, or reject any or all Offers. Public communications about an Event/Property may be made by SiteBid, Site Owners, and/or their agents. Information in websites, brochures, or emails is not an offer. Offers are void where prohibited. No sale is binding on the Site Owner until the Purchase Documents are fully executed and any required earnest money received; thereafter the Purchase Documents control and SiteBid is released from related liability.
BROKER/AGENT PARTICIPATION
1. Broker Participation. Brokers/agents may participate and potentially earn a fee on certain Properties. They must register and execute a separate agreement before submitting Offers/LOIs on a Bidder’s behalf. Terms and eligibility will be specified on the Property Page and/or in the applicable agreement. By submitting an Offer, brokers/agents represent authority from the Bidder and agree to indemnify SiteBid for related breaches. SiteBid does not verify broker credentials and is not responsible for their conduct.
2. Brokerage Requests. If a user requests broker contact, the user authorizes SiteBid to share necessary personal and activity data to fulfill the request. SiteBid may receive compensation for such referrals and is not a fiduciary or broker in the transaction.
FEES & COMPENSATION
1. Bidder’s Fees. If the Property Page specifies a Bidder’s premium, assignment fee, transaction fee, or other applicable charges (“Bidder’s Fee”), the Winning Bidder must pay this fee in addition to the accepted Offer at closing. Amount, method, and applicability vary by Property and will be disclosed on the Property Page and/or in the LOI/Purchase Agreement. Unless otherwise specified, the Bidder’s Fee is added to the Offer to determine the total purchase price. Any SiteBid fees are governed by the Bidder Agreement and applicable Property terms.
2. Listing / Platform Fees. SiteBid may charge Site Owners separate fees for facilitation, marketing, due diligence assistance, or coordination under a separate written agreement between SiteBid and the Site Owner or Bidder.
NON-CIRCUMVENTION & CONFIDENTIALITY
For twenty-four (24) months after first introduction via SiteBid (including inquiry, LOI submission, access to confidential materials, or bid registration), Bidder shall not circumvent SiteBid by closing any substantially similar transaction off-platform with the same Site Owner (or affiliates) to avoid applicable fees. Breach constitutes agreement to pay liquidated damages equal to the greater of 6% of the highest Offer or $10,000, in addition to equitable relief and recovery of reasonable collection costs. Confidential information provided through the platform must be used solely for evaluating the Property and kept confidential, subject to customary carve-outs (public information, independently developed, law-required disclosures).
INDEMNIFICATION
Bidder agrees to indemnify, defend, and hold harmless SiteBid and its affiliates, and their respective officers, directors, employees, and agents from and against all claims and losses arising out of Bidder’s (i) actions or inactions; (ii) breach of this Agreement; (iii) violation of law or third-party rights; or (iv) access to or use of the platform. SiteBid may assume the defense at its expense; Bidder will cooperate fully.
NOTICES
Legal notices to SiteBid must be sent to: SiteBid, Inc., Attn: Legal Notice, 4752 Palm Ave., Suite 102, La Mesa, CA 91942 and by email to legal@sitebid.com. Notices to Bidders may be sent to the email or postal address associated with the Bidder’s account and are deemed delivered upon dispatch with confirmation or successful transmission.
DISPUTE RESOLUTION & ARBITRATION
Disputes between Bidder and SiteBid are governed by the Dispute Resolution & Arbitration terms in the SiteBid Terms of Use (FAA-governed AAA arbitration, class-action waiver, small-claims/IP relief carve-outs, and informal resolution first). If there is any discrepancy between this Agreement and the Terms of Use, the Terms of Use arbitration section controls.
DISCLAIMERS; BIDDER REPRESENTATIONS; CANCELLATION; LIQUIDATED DAMAGES
SiteBid provides services “as-is” and does not provide legal, financial, or tax advice. Each Bidder releases SiteBid and its Representatives from claims relating to errors, omissions, or conditions affecting any Property or Event. Each Bidder specifically waives the provisions of California Civil Code §1542 (and substantially similar statutes). If Bidder breaches these Terms, SiteBid/Site Owner may reject the Offer, resell or re-auction the Property, and Bidder will owe liquidated damages equal to the greater of (i) the cancellation fee disclosed at bid time or (ii) the cancellation fee otherwise agreed in writing. SiteBid may charge the registered credit card or retain a deposit under a separate written agreement to satisfy liquidated damages. Bidder acknowledges the damages would be difficult to quantify and the amount is a reasonable pre-estimate, not a penalty.
ORDER OF PRECEDENCE
(i) Any signed auction-specific order form, addendum, or amendment; (ii) this Participation Agreement; (iii) Schedule A — Bidder Terms; (iv) Pro Services Agreement; (v) Terms of Use; (vi) incorporated policies. Property Page disclosures specific to a given Event govern for that Property.
INCORPORATED POLICIES
1. Auction Agreement
2. Bidder Agreement
3. Terms of Use
4. Privacy Policy
5. Listings Quality Policy
6. Content Guidelines
MODIFICATION OF TERMS
SiteBid may amend these Terms at any time by posting notice on the applicable Property Page and/or emailing participants at their registered email address. Continued participation after such modifications constitutes acceptance of the updated Terms.
MISCELLANEOUS
Severability. If any provision is unenforceable, the remainder remains in effect. Waiver. Failure to enforce is not a waiver. Assignment. Bidder may not assign this Agreement without SiteBid’s consent; SiteBid may assign to an affiliate or in connection with a merger, acquisition, or sale of assets. Independent Contractors. The parties are independent contractors. Force Majeure. Neither party is liable for delays due to events beyond reasonable control.