Bidprime V Smartprocure Complaint

Case 1:18-cv-00478 Document 1 Filed 06/05/18 Page 1 of 33
UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF TEXAS
AUSTIN DIVISION
BidPrime, LLC; §
§
Plaintiff §
v. § CIVIL ACTION 18-CV-478
§
Jeffrey Rubenstein, SmartProcure Inc., §
and Marc DiGeronimo; §
§
Defendants §
PLAINTIFF’S ORIGINAL COMPLAINT
Plaintiff BIDPRIME, LLC (“Plaintiff” or “BidPrime”) files this Original Complaint
against Defendants JEFFREY RUBENSTEIN, SMARTPROCURE, INC., and MARC
DIGERONIMO (collectively, “Defendants”), and shows the following:
NATURE OF THE CASE
1. This is a suit to stop Defendants’ illegal and unauthorized access of BidPrime’s
website to engage in corporate espionage. 1 For the past two months, Defendants, which operate
a rival company, have used software and other methods to hack into BidPrime’s website in order
to illegally access, search, copy, and download, without authorization, BidPrime’s proprietary
data and trade secrets in order to gain a commercial advantage. BidPrime seeks an injunction,
monetary damages, and statutory penalties to stop Defendants’ illegal actions.
1
This Complaint is being filed concurrently with Plaintiff’s Motion for a Temporary Restraining Order
and Preliminary Injunction and the Memorandum in support thereof, which has a supporting declaration
and other exhibits attached thereto.
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PARTIES
2. Plaintiff BidPrime, LLC is a limited liability company organized and existing
under the laws of Texas, with its principal place of business in Austin, Texas.
3. Defendant SmartProcure, Inc., also doing business under the fictitious name
GovSpend, (“SPGS”) is a corporation organized under Delaware law with its principle place of
business at 700 W. Hillsboro Blvd, Suite 4-100, Deerfield Beach, FL 33441. SPGS may be
served with process through the Texas Secretary of State, 1019 Brazos Street, Austin, Texas
78701, or by its registered agent Friedman, Rosenwasser & Goldbaum, P.A., International Plaza,
7280 W. Palmetto Park Rd. Suite 202, Boca Raton, FL 33433.
4. Defendant Jeffrey Rubenstein is the CEO, President and Founder of SPGS and an
individual resident of Florida. Rubenstein may be served with process through the Texas
Secretary of State, 1019 Brazos Street, Austin, Texas 78701, at his residence located at 17534
Grand Este Way, Boca Raton, FL 33496, his office at 700 W. Hillsboro Blvd, Suite 4-100,
Deerfield Beach, FL 33441, or any other place he may be found.
5. Defendant Marc DiGeronimo is the Director of Sales of SPGS and an individual
resident of Florida. DiGeronimo may be served with process through the Texas Secretary of
State, 1019 Brazos Street, Austin, Texas 78701, at his residence located at 668 Lawrence Road,
Delray Beach, FL 33445, at his office at 700 W. Hillsboro Blvd, Suite 4-100, Deerfield Beach,
FL 33441, or any other place he may be found.
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JURISDICTION AND VENUE
A. Jurisdiction
6. This Court has subject matter jurisdiction over the federal statutory claims in this
action pursuant to 28 U.S.C. §§ 1331 and 1338 because this action alleges violations of federal
statutes, including the Computer Fraud and Abuse Act (18 U.S.C. § 1030), and the Stored
Communications Act (18 U.S.C. §§ 2701 and 2707).
7. This Court has supplemental jurisdiction over the claims in this Complaint that
arise under the laws of the State of Texas pursuant to 28 U.S.C. § 1367(a), because the state law
claims are so related to the federal claims that they form a part of the same case or controversy
and derive from a common nucleus of operative facts.
8. In addition, this Court has diversity jurisdiction over the action pursuant to 28
U.S.C. § 1332. This controversy is between citizens of different states, and the matter in
controversy exceeds $75,000.
9. This Court has personal jurisdiction over Defendants. This Court’s exercise of
personal jurisdiction over Defendants is consistent with due process and would not offend
traditional notions of fair play and substantial justice. Defendants advertise, market, and sell bid
request aggregation services (as that term is defined below) through a website to customers in the
State of Texas. On information and belief, Defendants have customers in Texas. As a result,
Defendants have engaged in continuous and systematic activities within Texas and are doing
business in Texas sufficient to establish jurisdiction in Texas.
10. In addition, Defendants’ internet activities, including their intentional and
improper unauthorized access to the BidPrime.com website and use of automated web-scraping
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software (as that term is defined below) to access and copy proprietary information from the
website, specially complained of herein, are sufficient to establish personal jurisdiction over
Defendants. By targeting BidPrime—a Texas resident—Defendants are knowingly directing
their conduct toward BidPrime in Texas with the intent to cause injury to BidPrime in Texas, the
location of BidPrime’s principal place of business. As detailed below, Defendants even reached
out to BidPrime in Texas seeking to “work together” with the intent of ultimately acquiring the
Texas company before they began into hack into BidPrime’s website and engaged in the illegal
activities described below.
B. Venue
11. Venue is proper in this judicial district under 28 U.S.C. § 1391(b). The claims
asserted in this action arose in this district; a substantial part of the activities, conduct, and/or
damages giving rise to the claims occurred in this district; and Defendants have substantial
contacts with the district.
FACTS
A. BidPrime’s Operations and Website
12. BidPrime is an Austin-based data company that was founded in 2009, remains
self-funded, and has grown to 25 employees. As part of its core business, BidPrime uses
technology and software to monitor and aggregate real-time requests for proposals, bids, bid
specification documents, contracts, contract terms, and awards (collectively, “bid requests”)
issued by federal, state, and local governments and private entities throughout the United States
and Canada (collectively, “bid sources”). BidPrime aggregates bid requests for projects in a
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wide range of industries, including education, healthcare, cybersecurity, aerospace, and national
defense.
13. BidPrime’s core business also includes its proprietary website, BidPrime.com,
through which BidPrime markets and provides a subscription service to customers. Customers
who use the BidPrime.com website are generally government contractors who seek to find new
business opportunities—i.e., bid requests for the services they provide (the “bid industry”).
Without BidPrime’s proprietary website and technology, its customers would have to spend
significant man-hours searching tens of thousands of websites daily for this information.
14. One of BidPrime’s core products is its ability to give its customers notifications of
bid requests in real time. Monitoring and aggregating bid requests is not easy. Bid requests
often have very short lifespans, existing only for a window of days. Additionally, nearly every
bid source has a different process that must be followed to obtain its bid requests. BidPrime
offers its customers comprehensive aggregation, quick-turnaround, and real-time notification,
which is very valuable in the bid industry. BidPrime also offers its customers proprietary bid
specification documents and the ability to customize searches so that its customers can receive
only relevant bids.
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Figure 1: A screenshot of a portion of the BidPrime.com website that describes some of BidPrime’s
services. BidPrime provides comprehensive aggregation and real-time notification of bid requests—from
tens of thousands of bid sources to customers.
15. Except for the landing pages, BidPrime.com is a closed environment, meaning
that only BidPrime’s paying customers may access it and its contents. In other words, unlike
other open-access websites like Wikipedia, the aggregated bid request and bid source data on
BidPrime.com are not published or otherwise made available to the public.
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16. To use BidPrime’s website and service, a consumer must register for an account
with BidPrime and either obtain a free trial, if available, or pay for a subscription. Customers are
assigned login credentials (i.e., usernames and passwords) when they register for an account.
Customers are then granted a limited license to access the website, use BidPrime’s offered
services like real-time notification, and view a limited amount (capped at 10%) of the proprietary
real-time bid requests aggregated by BidPrime. Customers must use their login credentials to
access the customer-restricted portions of BidPrime.com.
B. BidPrime Proprietary Information
17. BidPrime estimates it has spent in excess of 100,000 man-hours—valued at
millions of dollars—prototyping, developing, coding, testing, deploying and modifying their
proprietary technology that efficiently and effectively monitors bid sources in real-time and
obtains and aggregates bid requests quickly (“aggregation technology”). The proprietary
aggregation technology built by BidPrime scales efficiently to cover tens of thousands of unique
bid sources. This proprietary aggregation technology, the real-time aggregated bid requests, and
BidPrime’s unique dataset of bid sources are three of BidPrime’s core intellectual property assets
that distinguish BidPrime from its competitors.
18. BidPrime has also developed “BidPrime.com,” a proprietary and privately-owned
computer system that includes the BidPrime.com website and numerous supporting servers,
databases, routers, networks, bandwidth, cabling, appliances, switches, filers, and firewalls
(“BidPrime.com”). BidPrime has invested substantial time and money in developing, compiling,
and maintaining BidPrime.com, as well as the proprietary bid request and bid source information
contained in it.
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C. BidPrime.com Terms of Service
19. Limited access to BidPrime.com and selected proprietary content is available to
consumers subject to certain terms and conditions of use (the “Terms of Service”). The Terms of
Service make it clear that BidPrime.com and the information displayed thereon is proprietary and
owned by BidPrime. The Terms of Service also provide the terms and conditions under which
users may access BidPrime.com and use the information on it. A true and correct copy of the
Terms of Service for BidPrime.com is attached hereto as Exhibit A.
20. The Terms of Service are accessible via a clearly-marked link on each page of the
BidPrime.com website.
Figure 2: A screenshot of the link to BidPrime’s terms and conditions of use. The link is displayed on
every page of the BidPrime.com website and the terms govern all website access.
21. The Terms of Service conspicuously state that use of the website constitutes
acceptance of the terms. Thus, users must adhere to the Terms of Service in order to be entitled
to use BidPrime.com.
22. The Terms of Service expressly prohibit use of BidPrime.com for competitive
purposes. Specifically, the Terms of Service state the following restrictions:
(a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise
commercially exploit the Site or the Services, whether in whole or in part, any content
displayed on the Site, or use more than 10% of the entire database of the Site;
(b) you shall not modify, make derivative works of, disassemble, reverse compile or
reverse engineer any part of the Site;
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(c) you shall not access the Site or the Services in order to build or improve a similar or
competitive website, product, or service; and
(d) except as expressly stated herein, no part of the Site or the delivered Services may be
copied, reproduced, distributed, republished, downloaded, displayed, posted or
transmitted in any form or by any means without the prior written consent of BidPrime.
D. Defendants Seek Unlimited Access to BidPrime.com, But Are Refused.
23. Defendant Jeffrey Rubenstein is the CEO, President and Founder of one of
BidPrime’s largest competitors—Defendant SmartProcure, Inc., which also operates under the
fictitious name “GovSpend,” (collectively, “SPGS”).
24. On or about October 11, 2017, Rubenstein contacted BidPrime on behalf of SPGS
“to discuss potentially working together” and presented a sales pitch to BidPrime. According to
Rubenstein, SPGS has grown to 200 employees and has benefitted from several rounds of
venture capital funding plus private equity investments from GovTech Fund.
Figure 3: An email to BidPrime from Defendant Jeff Rubenstein, founder of SPGS (aka SmartProcure)—
BidPrime’s competitor—first seeking to pitch his unlimited access idea, which BidPrime later rejected.
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25. As part of that sales pitch, and in exchange for a sum of money that SPGS would
pay to BidPrime, SPGS sought unlimited access to the BidPrime.com website and its proprietary
database, far beyond the standard 10% database cap and 1,000 bid requests to which customers
are limited. Rubenstein was adamant that SPGS would only enter an agreement if it was given
unlimited access to not only the proprietary real-time aggregated bid requests, but also the
proprietary bid source data and documents. SPGS does not have aggregation technology, real-
time aggregated bid requests, or BidPrime’s unique dataset of bid sources.
26. During the ensuing negotiations, on or about October 26, 2017, Rubenstein signed
up for a free trial to access BidPrime.com. In signing up, Rubenstein used his computer, and in
doing so gave BidPrime a verifiable “fingerprint” of his computer (“Rubenstein’s Computer”),
and the network of his company SPGS (“SPGS Office IP Address”). A printout of the IP address
registration is attached as Exhibit B. Rubenstein also accessed BidPrime.com via the internet
from another IP address, which was later determined to be a personal Comcast IP address
(“Rubenstein’s Comcast IP Address”).
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Figure 4: A “whois” printout, the result of a database that stores the registered users of an IP address,
showing that IP Address 12.238.122.226, which Rubenstein used to access his free trial, and which
Defendants later used to gain unauthorized access to BidPrime.com, is registered to the SPGS office
(SmartProcure). See Exhibit B for a full printout.
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Figure 5: A Google Maps printout showing the location of the SPGS office (SmartProcure) and
Rubenstein’s home (17534 Grand Este), two of the locations at which that IP address and computer
fingerprint evidence indicate Rubenstein used his free trial. Evidence developed later during BidPrime’s
investigation indicates that, from these same locations, Rubenstein and Defendants used computers to
gain unauthorized access to BidPrime.com and stole large amounts of BidPrime’s proprietary data.
27. BidPrime allowed Rubenstein to have free trial access while the negotiations were
ongoing, but monitored his activity to ensure there were no attempts to steal data from or reverse
engineer BidPrime.com or BidPrime’s other proprietary assets.
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28. Ultimately, BidPrime rejected the Rubenstein/SPGS sales pitch—later believed to
be an attempt to acquire BidPrime—and Rubenstein’s free trial and access to BidPrime.com
ended on or about November 30, 2017.
E. Defendants’ Wrongful Conduct: Defendants Hack Onto BidPrime.com and Then

Use Web-Scraping Software to Steal Large Amounts of Proprietary Information
29. Earlier this year, after Defendants’ sales pitch and acquisition attempt were
rejected by BidPrime, Defendants decided to illegally take what BidPrime would not agree to
give them: Defendants began hacking to illegally gain access to BidPrime’s restricted-access
website. 2 Defendants then stole information from BidPrime’s website, and exponentially
multiplied the amount of information they were able to steal by employing “web-scraping”
software and “bots.”
30. “Web-scraping” software and “bots” refer to automated programs that extract
large amounts of data from websites, far more than could be obtained from manually printing out
screenshots of webpages. For internet-based companies like BidPrime, the threat that a
competitor could hack in and engage in “web-scraping” is a major concern. 3
31. The first unauthorized access attempt now known to BidPrime was on February
25, 2018. On that day Defendants used Rubenstein’s computer from Rubenstein’s Comcast IP
Address to visit BidPrime.com and attempt to register for a new free trial under the false identity
“John Jones.” BidPrime’s security automatically blocked and suspended the false account.
2
“Hacking” means any unauthorized access, including but not limited to social engineering efforts to gain
passwords by manipulating or deceiving a BidPrime customer or agent, circumventing access control
mechanisms to evade detection of unauthorized use, modifying website behaviors and restrictions to gain
access to unauthorized information.
3
BidPrime maintains good standing with the Payment Card Industry Data Security Standard (PCI DSS)
audits and follows standard industry security practices to ensure the protection of customer data.
BidPrime has not detected any breach of its customers’ data.
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32. Then, beginning on April 11, 2018, Defendants used Rubenstein’s computer from
Rubenstein’s Comcast IP Address, to gain access to BidPrime.com through the unauthorized use
of an existing BidPrime customer account (“Customer Account #1”). Defendants gained access
by obtaining and using the customer’s login credentials, without authorization. Defendants
repeated this unauthorized access from Rubenstein’s Comcast IP Address, the SPGS Office IP
Address and from other IP addresses on numerous occasions through May 11, 2018. Through
this unauthorized access, Defendants accessed, scraped, copied, and downloaded large amounts
of BidPrime’s proprietary information, including, but not limited to, bid request documents, bid
specification documents, member pages, search pages, and bid source information, without
authorization. In other words, Defendants stole from BidPrime.
33. Defendants also altered search restrictions of BidPrime.com to access search
results in quantities beyond BidPrime’s 1,000 bid request cap and captured large sets of bid data.
For example, beginning on or about May 9, 2018 to May 10, 2018, Defendants performed 372
searches and accessed, scraped, copied, and/or downloaded proprietary data and information
relating to at least 9,300 bid requests from BidPrime.com. The speed and frequency of the
searches—at some points peaking at about 500 search records per minute—indicate that
Defendants used automated “web-scraping” software and “bots” to increase the amount of data
they were able to steal through their illegal hacking.
34. During most of the hacking and web-scraping events, Defendants attempted to
hide their identities. Defendants disguised Rubenstein’s computer by using a virtual machine
and attempted to alter its “fingerprint.” Defendants sometimes masked their location and IP
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address by using proxies and “private viewing modes”—i.e., “going incognito.” 4 BidPrime’s
analysis later linked the masked addresses and disguised computers to Defendants’ previously
known computers and IP addresses.
35. Were BidPrime.com a brick-and-mortar office with file cabinets, Defendants’
actions would equate to (1) stealing an employee’s key, (2) putting on ski-masks and gloves as a
disguise (but inadvertently removing them while on camera), (3) using the key to obtain illegal
access to the office, (4) copying and stealing the files, but (5) despite their efforts, leaving
inadvertent mug shots and traceable DNA evidence behind.
36. During these events, BidPrime security investigated these constantly-evolving
suspicious activities, tracked down and identified Defendants as being responsible for the hacks,
and responded to their unauthorized actions. BidPrime expended significant resources, building
new security systems and alarms, consulting outside security contractors, hiring private
investigators, and obtaining outside legal counsel.
37. On May 11, 2018, Defendants attempted to log into Customer Account #1 and
scrape more of BidPrime’s data, but were unsuccessful. By that time, BidPrime had been able to
trace the illegal hacking to Defendants and blocked their access.
38. Several hours after Defendants’ access to Customer Account #1 was blocked,
Defendants attempted to register for another fake free trial account under the false identity “Morc
4
This type of “incognito” action obscures a user’s actual location. When a proxy server is used, the
proxy server strips the user’s actual IP address (the user’s actual location), and substitutes the proxy’s IP
address (the proxy’s location), which may be in a different country. For example, an internet user
conducting criminal activity in Florida may use a proxy to obscure his location and make it look like the
activity is from Poland (as occurred here). When a series of proxy servers is used, each successive proxy
strips the IP address (and location information) of the prior proxy, thus making it very difficult to trace
illegal activity back to the actual user.
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Drady.” This attempt was made from the SPGS Office IP Address, using a new computer that
was later identified as belonging to Defendant Marc DiGeronimo, Director of Sales at SPGS
(“DiGeronimo’s computer”). BidPrime’s security automatically blocked and suspended the false
account.
39. On May 16, 2018, Defendants created a new account and signed up for a free trial
under the false identity, “Chris Edward,” using what was later identified as DiGeronimo’s
computer. Later that day, Defendants attempted to log into BidPrime using the new “Chris
Edward” account from Rubenstein’s Computer using Rubenstein’s Comcast IP Address, but the
account was not set up yet. Defendants eventually logged into BidPrime using the “Chris
Edward” account from the SPGS Office IP Address, and BidPrime security automatically
suspended Defendants’ access.
40. After access from the false account was suspended, on May 21, 2018, “Chris
Edward” emailed BidPrime tech support twice and sent a screenshot of his computer. The
screenshot shows the computer’s true identity as belonging to DiGeronimo. The screenshot also
shows the clearly-visible link to BidPrime’s Terms of Service.
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Figure 6: A screenshot sent to BidPrime from Defendants under the false identity “Chris Edward.” The
upper right-hand corner shows the computer belongs to Defendant Marc DiGeronimo, an SPGS
employee. The Terms of Service link is clearly visible at the bottom of the BidPrime.com webpage.
41. On May 25, 2018, Defendants switched to using the same proxy used earlier (in
the Customer Account #1 hacks) in an attempt to mask their location and accessed, scraped,
copied, and/or downloaded proprietary data and information relating to at least 775 bid requests
from BidPrime.com. Defendants then took advantage of the Memorial Day holiday weekend
and scraped another 550 bids on May 26, 2018, another 2,925 bids the following day, and
another 4,550 bids the next, all from Rubenstein’s computer.
42. Just last week, On May 31, 2018, Defendants gained unauthorized access to
BidPrime.com using another customer’s legitimate free trial account (“Customer Account #2”)
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and scraped 225 bid records before BidPrime security detected the breach and blocked access.
Defendants obtained and used the customer’s username and password to gain this unauthorized
access.
43. To date, BidPrime estimates that Defendants have scraped over 52,175 bid
records. Upon information and belief, Defendants have attempted or gained unauthorized access
to BidPrime.com and scraped and stolen more proprietary information on other occasions, and
BidPrime continues its investigation of those hacking incidents. Defendants continue their
wrongful actions, and BidPrime continues to expend resources responding to and attempting to
thwart Defendants’ illegal activity.
COUNT I -- VIOLATION OF THE COMPUTER FRAUD AND ABUSE ACT

(18 U.S.C § 1030(A)(2)(C), (A)(4), (A)(5)(B)-(C), & (G))
44. BidPrime incorporates in the foregoing paragraphs of its Complaint as if fully set
forth herein.
45. On numerous occasions, Defendants violated the Computer Fraud and Abuse Act,
18 U.S.C. § 1030(a)(2)(C), by intentionally accessing a protected computer used for interstate
commerce or foreign communication, without authorization or exceeding authorized access, and
thereby obtaining information from the protected computer and causing loss to one or more
persons during a one-year period aggregating at least $5,000 in value.
46. In addition, on numerous occasions, Defendants violated the Computer Fraud and
Abuse Act, 18 U.S.C. § 1030(a)(4), by knowingly and with intent to defraud, accessing a
protected computer without authorization or exceeding authorized access, and by means of such
conduct furthering the intended fraud and obtaining BidPrime’s (i) valuable and confidential
information and/or (ii) use of the protected computer, with the value of such use being more than
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$5,000 in any one-year period, and causing loss to one or more persons during a one-year period
aggregating at least $5,000 in value.
47. In addition, on numerous occasions, Defendants violated the Computer Fraud and
Abuse Act, 18 U.S.C. § 1030(a)(5)(B) and (C), by intentionally accessing a protected computer
without authorization, and as a result of their conduct, causing and/or recklessly causing damage
and loss to one or more persons during a one-year period aggregating at least $5,000 in value.
48. BidPrime’s computer systems are used to conduct business nationwide and
therefore are “used in or affecting interstate or foreign commerce or communication” and meet
the definition of a “protected computer” set forth in 18 U.S.C. §1030(e)(2)(B).
49. BidPrime uses intricate privacy and security safeguards to ensure that the
information on its computer systems is restricted to authorized individuals acting within the
scope of their authority. The Terms of Service on BidPrime.com prohibit use of BidPrime’s
computer systems for competitive purposes, among other uses. Defendants were not authorized
to access or use BidPrime’s computer systems.
50. Defendants accessed and transferred BidPrime’s confidential information for their
own use without authorization from BidPrime. Thus, Defendants “obtained information” by
accessing BidPrime’s protected computer.
51. Defendants’ unauthorized access and use of BidPrime’s computer systems and
misappropriation of confidential information has required BidPrime to incur significant costs in
(a) detecting and responding to Defendants’ unauthorized access and web-scraping, (b) assessing
the potential damage to BidPrime that has been caused by such unauthorized access, use, and
misappropriation, (c) responding to the loss of trade secrets and confidential information caused
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by Defendants’ actions, and (d) mitigating the loss of goodwill among BidPrime’s customers that
has resulted from such unauthorized access, use, and misappropriation. Thus, Defendants’
actions have caused loss to one or more persons, including, but not limited to, BidPrime, in a one
year period aggregating at least $5,000 in value for the purposes of the Computer Fraud and
Abuse Act, 18 U.S.C. § 1030(g).
52. Defendants’ conduct has caused harm and threatens to cause irreparable harm to
BidPrime, and, unless enjoined, will continue to cause irreparable harm for which BidPrime has
no adequate remedy at law.
53. BidPrime is entitled to relief provided by 18 U.S.C. § 1030(g), including (i)
injunctive relief, (ii) compensatory damages, and (iii) other equitable relief.
COUNT II -- VIOLATION OF THE STORED WIRE AND ELECTRONIC COMMUNICATIONS AND

TRANSACTIONAL RECORDS ACCESS ACT
(18 U.S.C. §§ 2701(A)(1) & 2707)
forth herein.
55. On numerous occasions, Defendants violated the Stored Communications Act, 18
U.S.C. § 2701(a)(1), by knowingly and intentionally accessing, without authorization, a facility
through which an electronic communication service is provided and thereby obtained, altered, or
prevented authorized access to a wire or electronic communication while it was in electronic
storage.
56. Specifically, on numerous occasions, Defendants violated the Stored
Communications Act, 18 U.S.C. §§ 2701, et. seq., by accessing BidPrime’s computer systems,
accessing BidPrime customer accounts, and obtaining bid request and bid source information,
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email notifications, and other electronic communications prepared by BidPrime and/or its
customers while that information was in electronic storage.
57. BidPrime.com is a website that allows BidPrime and its customers to send
electronic communications and that meets the definition of an “electronic communication
service” set forth in 18 U.S.C. § 2711(1) and 18 U.S.C. § 2510(15). Thus, BidPrime’s computer
systems are facilities through which an electronic communication service is provided.
58. BidPrime uses intricate privacy and security safeguards to ensure that the
information on its computer systems and the facility through which BidPrime’s electronic
communication service is provided is restricted to authorized individuals acting within the scope
of their authority.
59. Defendants were not authorized to access or use BidPrime’s computer systems
and the facility through which BidPrime’s electronic communication service is provided.
60. BidPrime is a “person aggrieved” by Defendants’ violation of the Stored
Communications Act, 18 U.S.C. §§ 2701, et. seq., as it is a person against whom the interception
was directed.
61. BidPrime has suffered and continues to suffer damages as a result of Defendant’s
violation of the Stored Communications Act and is entitled to recover their actual damages and
revenues and/or gains made by Defendants as a result of the violation in accordance with 18
U.S.C. § 2707(c).
62. Pursuant to 18 U.S.C. § 2707(c), BidPrime is also entitled to recover exemplary
damages for Defendants’ willful and/or intentional violation of the Stored Communications Act
as described above.
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63. Pursuant to 18 U.S.C. § 2707(c), BidPrime is also entitled to recover its court
costs and reasonable and necessary attorneys’ fees for Defendants’ violation of the Stored
Communications Act as described above.
COUNT III -- VIOLATION OF THE TEXAS HARMFUL ACCESS BY COMPUTER ACT

(TEX. CIV. PRAC. & REM. CODE §§ 143.001, ET. SEQ.)
forth herein.
65. On numerous occasions, Defendants knowingly and intentionally accessed a
computer, computer network, or computer system without the effective consent of the owner,
BidPrime, in violation of Section 33.02 of the Texas Penal Code.
66. BidPrime has been and continues to be injured by Defendants’ illegal hacking, as
BidPrime has had to incur significant costs in (a) continuous efforts to detect and respond at all
hours to Defendants’ unauthorized access and web scraping, (b) assessing the potential damage
to BidPrime that has been caused by such unauthorized access, use, and misappropriation, (c)
responding to the loss of trade secrets and confidential information caused by Defendants’
actions, and (d) mitigating the loss of goodwill among BidPrime’s customers that has resulted
from such unauthorized access, use, and misappropriation. BidPrime has also been injured by
the reduction in BidPrime’s competitive advantages and the effect of Defendants’ unauthorized
access on BidPrime’s ability to compete effectively in the marketplace.
67. BidPrime is entitled to relief under TEX. CIV. PRAC. & REM. CODE § 143.002(a)-
(b), including (i) actual damages and (ii) reasonable attorneys’ fees and costs.
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COUNT IV -- VIOLATION OF THE TEXAS UNIFORM TRADE SECRETS ACT

(TEX. CIV. PRAC. & REM. CODE §§ 134A.001, ET. SEQ.)
forth herein.
69. BidPrime’s proprietary aggregation technology, bid source database,
BidPrime.com, and bid request data constitute trade secrets within the meaning of the Texas
Uniform Trade Secrets Act. This data is generally unknown information that BidPrime has
employed significant efforts to protect and keep secret and has economic value to competitors
such as SPGS. It is not readily ascertainable by proper means.
70. Defendants misappropriated BidPrime’s trade secrets by acquiring bid
information, results, and products derived from their proprietary aggregation technology, bid
source database, BidPrime.com, and bid request database with knowledge that the information
was acquired by improper means and being accessed and used without consent.
71. Defendants’ acts constitute willful and malicious misappropriation.
72. As a result of the misappropriation, BidPrime has suffered and continues to suffer
injury.
73. BidPrime is entitled to relief under TEX. CIV. PRAC. & REM. CODE § 134A.004
including (i) damages, including but not limited to damages its actual loss caused by Defendants’
misappropriation and Defendants’ unjust enrichment; and (ii) exemplary damages.
74. In addition, BidPrime is entitled under TEX. CIV. PRAC. & REM. CODE § 134A.005
to recover its court costs and reasonable and necessary attorneys’ fees for Defendants’ willful
and malicious misappropriation.
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COUNT V—MISAPPROPRIATION OF TRADE SECRET INFORMATION

(COMMON LAW)
forth herein.
76. BidPrime owns and holds certain trade secret information and property, as
described above, including BidPrime’s proprietary aggregation technology, bid source database,
BidPrime.com, and bid request data.
77. This trade secret information is not generally known or readily ascertainable by
the public or by proper means, and gives BidPrime an economic advantage over competitors like
SPGS.
78. BidPrime has taken reasonable measures to maintain the secrecy of this trade
secret information and prevent it from disclosure and misuse.
79. Without permission, Defendants unlawfully accessed and transferred BidPrime’s
trade secret information, for their own advantage and to the detriment of BidPrime. Defendants
acquired knowledge of BidPrime’s trade secrets in violation of federal and state laws and further,
by violating the Terms of Service that BidPrime has established, which only enables customers
to have limited access BidPrime.com for specific, limited purposes.
80. Defendants intentionally acquired the confidential information through what
Defendants knew was improper and unlawful means.
81. As a direct and proximate result of these wrongful acts, Defendants’ acquisition
and use of BidPrime’s trade secret information has caused and continues to cause irreparable
harm and injury to BidPrime.
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82. BidPrime has been and will continue to be damaged, and Defendants have been
unjustly enriched, by Defendants’ unlawful misappropriation of BidPrime’s trade secret
information in an amount to be proven at trial.
83. BidPrime is entitled to relief including, but not limited to (i) injunctive relief, (ii)
an order for the impoundment and destruction of all Defendants’ infringing copies and derivative
works, and (iii) compensatory damages, including BidPrime’s actual damages and Defendants’
profits attributable to the misappropriation.
COUNT VI -- VIOLATION OF THE TEXAS THEFT LIABILITY ACT

(TEX. CIV. PRAC. & REM. CODE §§ 134.001, ET. SEQ.)
forth herein.
85. BidPrime owns and holds certain confidential and proprietary information and
property, as described above. BidPrime has taken extensive measures to prevent this
confidential information from becoming available to persons other than those selected by
BidPrime to access and use its computer systems for specified purposes.
86. Without consent, on numerous occasions as described above, Defendants
knowingly and unlawfully appropriated BidPrime’s property with the intent to deprive BidPrime
of its exclusive use of its confidential and proprietary information in violation of Section
31.03(a) of the Texas Penal Code.
87. Defendants’ unlawful appropriation of BidPrime’s property constitutes theft, and
BidPrime has suffered damages as a result of such theft.
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88. BidPrime is entitled to relief under TEX. CIV. PRAC. & REM. CODE § 134.005
including (i) actual damages and additional damages as may be awarded by the trier of fact, and
(ii) its court costs and reasonable and necessary attorneys’ fees.
COUNT VII-- CONVERSION
forth herein.
90. Through their conduct, Defendants acquired, used, and controlled BidPrime’s
assets for their own benefit, constituting conversion.
91. Defendants unlawfully misappropriated BidPrime’s bid request data, bid source
data, and other information from BidPrime.com which constituted proprietary information, trade
secrets, and assets of BidPrime. Defendants then exercised dominion and control over this
information in a manner that was inconsistent with BidPrime’s rights. As a result of Defendants’
conduct, BidPrime has been damaged.
92. The conduct above was deliberate and intentional, or in the alternative, grossly
negligent and in reckless disregard for BidPrime’s rights, giving rise to liability for exemplary
damages.
COUNT VIII—TRESPASS TO CHATTELS
forth herein.
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94. Through their conduct, Defendants interfered with BidPrime’s possession of its
property and/or injured BidPrime’s property when Defendants unlawfully misappropriated, used,
and intentionally exercised wrongful control over BidPrime’s assets for their own benefit,
constituting trespass to chattels.
95. In addition, Defendants knowingly, willfully, intentionally and maliciously gained
unlawful access to BidPrime’s servers with the intention to acquire the information and data
contained therein in excess of the permitted uses described in the BidPrime.com website’s Terms
of Service.
96. Defendants’ appropriation of BidPrime’s property, including bid source data, bid
request data, BidPrime’s servers, and other information on BidPrime.com was not authorized.
97. As a result of Defendants’ unauthorized interference with BidPrime’s property,
BidPrime has been and will continue to be damaged, and Defendants have been unjustly
enriched by Defendants’ unlawful trespass of BidPrime’s computer servers and BidPrime.com in
an amount to be proven at trial.
98. BidPrime is entitled to damages including, but not limited to, compensatory and
exemplary damages as a result of Defendants’ malice or actual fraud.
COUNT IX-- BREACH OF CONTRACT
forth herein.
100. The use of BidPrime’s website BidPrime.com is governed by and subject to the
Terms of Service.
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101. Defendants had an opportunity to review the Terms of Service prior to using the
website.
102. On information and belief, Defendants have repeatedly accessed, and continue to
access, BidPrime.com, further assenting to the Terms of Service.
103. The Terms of Service are binding on Defendants.
104. Defendants have, as described above, repeatedly, willfully, and systematically
breached the Terms of Service.
105. BidPrime has performed all conditions and obligations required of it in
accordance with the Terms of Service.
106. Defendants’ breach of the Terms of Service has and continues to damage
BidPrime, and has caused and continues to cause irreparable harm to BidPrime.
107. BidPrime is entitled to damages as a result of Defendants’ breach of the Terms of
Service.
108. Pursuant to the Terms of Service, BidPrime is entitled to injunctive relief, as well
as all actual damages as a result of Defendants’ breach.
109. Defendants are engaged in activities competitive to BidPrime, and Defendants
used, and attempted to use, BidPrime.com and BidPrime’s services to obtain information on
multiple occasions. Pursuant to the Terms of Service, for each of Defendants’ violations and
attempted violations of the Terms of Service, BidPrime is entitled to a minimum of $25,000 in
damages.
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COUNT X -- UNJUST ENRICHMENT
forth herein.
111. Defendants have derived benefit, including commercial advantage and private
financial gain, from the willful and unauthorized web scraping, copying, and sale of valuable
BidPrime property and products, including individual pages contained within BidPrime’s
restricted-access website, bid requests, and bid source data.
112. Defendants have accepted and retained the benefits of their unauthorized web
scraping, copying, and sale of valuable BidPrime property and products in situations which
render it inequitable for them to retain those benefits at BidPrime’s expense without payment to
BidPrime.
COUNT XI – CIVIL CONSPIRACY
forth herein.
114. Defendants constitute a combination of two or more persons who combined to
accomplish the unlawful purposes described herein, including violations of the common law and
statutory provisions of the United States and the State of Texas.
115. Defendants acted willfully and maliciously to injure BidPrime in its reputation,
trade, business, or profession.
116. Defendants knew that the agreed acts would result in harm to BidPrime.
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117. BidPrime has been and will continue to be damaged by Defendants’ wrongful
action in furtherance of the conspiracy in an amount to be proven at trial.
118. BidPrime is entitled to damages including, but not limited to, actual,
compensatory, and consequential damages, as well as exemplary damages.
JURY DEMAND
119. BidPrime hereby demands a jury trial.
PRAYER FOR RELIEF
WHEREFORE, Plaintiff, BidPrime, prays that this Court:
1. Grant a preliminary and permanent injunction enjoining and restraining Defendants, their
employees, representatives, agents, and all persons or entities acting in concert with them,
during the pendency of this action and thereafter perpetually from:
a. Manufacturing, developing, creating, adapting, modifying, exchanging, offering,
distributing, selling, providing, importing, making available, trafficking in, or
using any automated device, computer program, or other technology (including
but not limited to spiders, robots, web crawlers, data mining tools, and data
scraping tools) to download or otherwise obtain data from BidPrime and/or its
successors in interest, and from inducing, encouraging, causing, or materially
contributing to any other person or entity doing the same;
b. Accessing the BidPrime.com website, or any other website owned or operated by
BidPrime or its successors in interest, without authorization or in excess of
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4828-6523-7863
authorized access, including but not limited to access in violation of the
applicable Terms of Service, and from inducing, encouraging, causing, or
materially contributing to any other person or entity doing the same;
c. Engaging in any activity that disrupts, diminishes the quality of, interferes with
the performance of, or impairs the functionalities of BidPrime’s services or the
BidPrime.com website, and from inducing, encouraging, causing, or materially
contributing to any other person or entity doing the same;
d. Copying, distributing, displaying, creating derivative works, or otherwise using
information or data contained on the BidPrime.com website including proprietary
information, trade secret information, confidential information, and protected
elements of BidPrime’s copyrighted website, and from inducing, encouraging,
causing, or materially contributing to any other person or entity doing the same;
e. Circumventing technological measures that control access to BidPrime’s
proprietary website and/or portions thereof (including but not limited to user
name, registration and password requirements), and from inducing, encouraging,
causing, or materially contributing to any other person or entity doing the same;
f. Deleting, wiping, clearing, resetting, or otherwise destroying their computers,
computer systems, servers, hardware, software, software accounts, cloud
accounts, IP accounts, host accounts, proxy accounts, and any data or information
contained therein or thereon, and from inducing, encouraging, causing, or
materially contributing to any other person or entity doing the same.
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4828-6523-7863
BidPrime respectfully requests that this Court’s preliminary and permanent injunctions require
each Defendant to file with the Court and serve on BidPrime within 30 days after the service on
each Defendant of such injunction, or such extended period as the Court may direct, a report in
writing under oath setting forth in detail the manner and form in which Defendant has complied
with the injunction.
2. Order:
a. The impoundment and destruction of all BidPrime information obtained and
retained by Defendants in violation of the BidPrime.com website Terms of
Service and/or other law, including, but not limited to, the Computer Fraud and
Abuse Act;
b. The impoundment of the computers in Defendants’ possession or use during the
time period of their unlawful conduct;
c. Certification within 14 calendar days by each Defendant (or, if an entity, by a
responsible officer, partner, or managing member acting on behalf of the entity),
under penalty of perjury, that the Defendant has impounded and destroyed the
copies, works, and information as ordered by the Court.
3. Award Plaintiff BidPrime damages, including but not limited to compensatory damages,
statutory damages, lost profits, and disgorgement of Defendants’ profits, and interest; and
exemplary damages pursuant to applicable laws, including without limitation the Stored
Communication Act.
4. Award BidPrime its prejudgment and postjudgment interest.
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5. As to all claims, award BidPrime its reasonable legal fees and costs in preparing, filing,
and prosecuting this action.
6. Order Defendants to account for, hold in constructive trust, pay over to BidPrime, and
otherwise disgorge all profits realized by Defendants during the time period of their
unlawful conduct and unjust enrichment, as permitted by law.
7. Award BidPrime such other and further relief as the Court deems just and proper.
Dated this 4th day of June, 2018.
Respectfully submitted,
SCOTT DOUGLASS & MCCONNICO LLP

303 Colorado St., Suite 2400
Austin, Texas 78701
512-495-6300 – Telephone
512-474-0731 – Facsimile
By: ___/s/ Cindy Saiter___________________

Cynthia Saiter
State Bar No. 00797367
csaiter@scottdoug.com
Santosh Aravind
saravind@scottdoug.com
Stephanie Kover
skover@scottdoug.com
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EXHIBIT A
Terms of Service | Real-time Government Bid Opportunities Page 1 of 7
Take a Free Trial! Sign In

Real-time government bid and contract database.
1-888-808-5356
TOUR PRICING SEARCH INDUSTRIES SEARCH REGIONS ABOUT NEWS
About Us BidPrime Terms of Service

Management
Careers GENERAL INFORMATION.

Last Updated: May 3, 2018
Frequent
BidPrime, LLC ("BidPrime") provides a subscription service through a website portal (the “Site,”) and electronic
Questions communication for you, the user (“You”) to access real-time government bids and contracts utilizing BidPrime’s
proprietary database. All products and services described in this Section, as well as any other products and
Contact services offered by BidPrime at any time shall be defined herein as “Service” or “Services.” In order to use the
Service, you must read and accept all of the terms and conditions in, and linked to, this Terms of Service
agreement (the "Agreement"). This Agreement may be modified by BidPrime from time to time at our sole
Privacy discretion, and you may be notified as set forth below. We strongly recommend that, as you read this
Agreement, you also access and read the linked information. By accepting this Agreement, you also agree that
Terms of Service your use of some BidPrime-branded websites or other websites we operate may be governed by separate
terms and conditions, agreements and privacy policies. BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU
ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE TERMS,
CONDITIONS AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.
1. BIDPRIME SERVICE
BidPrime allows you to access and view real-time state and local government requests for proposals, bids,
contracts and awards on projects in a variety of industries. BidPrime does not facilitate the entry of
information into forms, delivery of information, and/or filing of documentation with governmental entities.
2. REGISTRATION AND ACCOUNT

Account Creation. In order to use the Services, you must register for an account (“Account”) and provide
certain information about yourself as prompted by the account registration form. You represent and warrant
that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the
accuracy of such information. You may delete your Account at any time, for any reason, by following the
instructions on the Site. BidPrime may suspend or terminate your Account in accordance with the Term and
Termination Section.
Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login
information and are fully responsible for all activities that occur under your Account. You agree not to share
your Account login information with anyone except your employment obligations to your employer, if
applicable. You agree to immediately notify BidPrime of any unauthorized use, or suspected unauthorized use
of your Account or any other breach of security. BidPrime cannot and will not be liable for any loss or damage
arising from your failure to comply with the above requirements.
3. MINIMUM AGE
You must be 18 years of age or older to use or register for the Services.
4. ACCESS TO THE SITE AND THE SERVICES

License. Subject to this Agreement, BidPrime grants you a non-transferable, non-exclusive, revocable, limited
license to use and access the Site and the Services solely for your own, non-competitive use, internal business
purposes.
Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a)
you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the
Site or the Services, whether in whole or in part, any content displayed on the Site, or use more than 10% of
the entire database of the Site; (b) you shall not modify, make derivative works of, disassemble, reverse
compile or reverse engineer any part of the Site; (c) you shall not access the Site or the Services in order to
build or improve a similar or competitive website, product, or service; and (d) except as expressly stated
herein, no part of the Site or the delivered Services may be copied, reproduced, distributed, republished,
downloaded, displayed, posted or transmitted in any form or by any means without the prior written consent
http://www.bidprime.com/about/terms-of-service 5/24/2018
of BidPrime. Unless otherwise indicated, any future release, update, or other addition to functionality of the
Site shall be subject to this Agreement. All copyright and other proprietary notices on the Site (or on any
content displayed on the Site) must be retained on all copies thereof.
Modification. BidPrime reserves the right, at any time, to modify, suspend, or discontinue the Services (in
whole or in part) with or without notice to you. You agree that BidPrime will not be liable to you or to any third
party for any modification, suspension, or discontinuation of the Services or any part thereof.
Support and Maintenance. You acknowledge and agree that BidPrime will only provide you with support and
maintenance in connection with the Services if you are a paid subscriber of the Service. BidPrime will have no
obligation to provide you with any support or maintenance as a free trial user of the Service.
Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents,
trademarks, and trade secrets, in the Site, the Services and its content are owned by BidPrime or BidPrime’s
suppliers. Neither this Agreement (nor your access to the Services) transfers to you or any third party any
rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly
set forth herein. BidPrime and its suppliers reserve all rights not granted in this Agreement. There are no
implied licenses granted under this Agreement.
5. PRIVACY POLICY AND CONFIDENTIALITY

BidPrime has established a privacy policy to explain to you, and other users, how your personal information is
collected and used. This privacy policy is located at www.bidprime.com/privacypolicy.
6. SERVICE FEES AND BILLING METHODS

BidPrime may charge you for service fees and filing fees. BidPrime may collect these fees directly using a third-
party payment service.
Trial Access. Free trials provide up to four weeks of access to the Service. If, after four weeks, you do not opt in
to paid subscription, BidPrime will disable the Services and your access to the Site. BidPrime may at times send
you promotional offers to trial access users. You will not owe BidPrime any payment after the free trial period
ends unless you opt to become a paid subscriber of the Services.
Paid Subscription. BidPrime charges you service fees using a prorated, recurring payment system for
subscriptions that recur on a monthly, quarterly, semi-annual, annual, or bi-annual basis dependent on the
date of your first payment and selection of paid subscription plan. You will be charged the service fee at the
selected time interval of your paid subscription plan. If a payment fails or is expired, you will be notified by
BidPrime and access to the Services will be suspended until payment is received.
Automatic Renewal. If you are a paid subscriber of the Services, the paid subscription will be automatically
renewed and the payment method on file with BidPrime will be charged based on the chosen paid
subscription plan unless you notify BidPrime within 48 hours of your intent to cancel the paid subscription to
the Service. BY ACCEPTING THESE TERMS OF SERVICE YOU UNDERSTAND AND AGREE THAT UNLESS AND
UNTIL YOU CANCEL YOUR SUBSCRIPTION TO THE PAID SERVICES (1) YOUR SUBSCRIPTION TO THE PAID
SERVICES WILL AUTOMATICALLY RENEW AT THE END OF THE SUBSCRIPTION PLAN PERIOD AND CONTINUE
FOR ANOTHER SUBSCRIPTION PERIOD; (2) YOU WILL AUTOMATICALLY BE BILLED AT THE START OF EACH NEW
SUBSCPRIPTION PLAN PERIOD; AND (3) THAT PERIODIC CHANGES FOR EACH NEW SUBSCRIPTION PERIOD
WILL BE AUTOMATICALLY BILLED TO YOUR DESIGNATED BILLING PAYMENT METHOD. YOU MAY TERMINATE
ENROLLMENT IN AUTOMATIC RENEWAL WITH AT LEAST 48 HOURS NOTICE FROM THE END OF THE
SUBSCRIPTION PERIOD BY DISABLING AUTORENEW IN THE ACCOUNT SETTINGS SECTION OF THE USER
INTERFACE OR CALLING BIDPRIME SUPPORT LINE AT 1-888-808-5356 EXT. 2. IF YOU CANCEL WITHIN 24 HOURS
OF THE AUTOMATIC RENEWAL BIDPRIME WILL VOID THE NEW SUBSCRIPTION PERIOD AND GIVE A FULL
REFUND OF THE SERVICE FEES CHARGED WITH THE RENEWAL. IF YOU CANCEL WITHIN 10 BUSINESS DAYS OF
THE AUTOMATIC RENEWAL BIDPRIME WILL VOID THE NEW SUBSCRIPTION PERIOD AND GIVE A 90% REFUND
OF THE SERVICE FEES CHARGED WITH THE RENEWAL. AFTER THE 10TH BUSINESS DAY, THE PAYMENT IS NON-
REFUNDABLE.
7. CONSENT TO USE CERTAIN DATA

Diagnostic and Usage Data. You agree that BidPrime and its subsidiaries and agents may collect, maintain,
process and use diagnostic, technical, usage and related information, including but not limited to information
about your computer, system and application software, and peripherals, that is gathered periodically to
facilitate the provision of software updates, product support and other services to you (if any) related to the
BidPrime software, and to verify compliance with this Agreement. BidPrime may use certain information, as
long as it is collected in a form that does not personally identify you, to provide and improve BidPrime’s
products and services. To enable BidPrime’s partners and third party developers to improve their software,
hardware and services designed for use with BidPrime products, BidPrime may also provide any such partner
or third party developer with a subset of diagnostic information that is relevant to that partner’s or developer’s
software, hardware and/or services, as long as the diagnostic information is in a form that does not personally
identify you. BidPrime may use other information in accordance with its privacy policy
www.bidprime.com/privacypolicy.
Location Data. If you opt in to location data, BidPrime and its partners, licensees and third party developers
may provide certain services through the BidPrime software that rely upon location information. To provide
these services, where available, BidPrime and its partners, licensees and third party developers may transmit,
collect, maintain, process and use your location data, including the real-time geographic location of your
computer, and location search queries. The location data and queries collected by BidPrime are collected in a
form that does not personally identify you and may be used by BidPrime and its partners, licensees and third
party developers to provide and improve location-based products and services. By using any location-based
services provided by or through the BidPrime software, you agree and consent to BidPrime's and its partners',
licensees' and third party developers’ transmission, collection, maintenance, processing and use of your
location data and queries to provide and improve such products and services.
8. THIRD PARTY LINKS

Third-Party Links. The Site contains third-party data and/or sources (collectively, “Third-Party Data & Sources”).
Such Third-Party Data & Sources are not under the control of BidPrime, and BidPrime is not responsible for
any Third-Party Data & Sources. BidPrime provides access to these Third-Party Data & Sources only as a
convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations
with respect to Third-Party Data & Sources. You use all Third-Party Data & Sources at your own risk, and
should apply a suitable level of caution and discretion in doing so. BIDPRIME DOES NOT CONTROL NOR
GUARANTEE THE ACCURACY OF THE DATA IT GATHERS FROM THIRD-PARTY DATA & SOURCES. AT TIMES, TIME
DELAYS DUE TO THE THIRD PARTY UPDATING ITS SYSTEM MAY AFFECT ACCURACY OF INFORMATION
DISPLAYED BY BIDPRIME. BIDPRIME DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM INACCURACIES OR
TIME DELAYS CAUSED BY THIRD-PARTY DATA & SOURCES.
When you click on any of the Third-Party Data & Sources, the applicable third party’s terms and policies apply,
including the third party’s privacy and data gathering practices. You should make whatever investigation you
feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Data
& Sources.
Release. You hereby release and forever discharge BidPrime (and our officers, employees, agents, successors,
and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim,
controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including
personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that
relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other Site or
App users or any Third-Party Data & Sources). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE
CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
9. SERVICE PROVIDERS
BidPrime does not endorse and is not responsible or liable for any data, advertising, products, goods or
services available or unavailable from, or through, third party filers or governmental agencies (collectively
“Service Providers”). You agree that should you use or rely on such data, advertisement, products, goods or
services, available or unavailable from, or through any Service Provider, BidPrime is not responsible or liable,
indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use
or reliance. Your dealings with, or representation by any Service Provider, and any other terms, conditions,
representations or warranties associated with such dealings, are between you and such Service Provider
exclusively and do not involve BidPrime. You should make whatever investigation or other resources that you
deem necessary or appropriate before hiring or engaging Service Providers.
You agree that BidPrime is not responsible for the accessibility or unavailability of any Service Provider or for
your interactions and dealings with them, waive the right to bring or assert any claim against BidPrime relating
to any interactions or dealings with any Service Provider, and release BidPrime from any and all liability for or
relating to any interactions or dealings with Service Providers.
10. DISCLOSURE OF INFORMATION

As BidPrime continues to develop its business, it might sell or buy other companies or assets or be acquired or
have substantially all of its assets acquired by a third party. In such transactions, customer information
generally is one of the transferred business assets. You hereby consent to the transfer of your information as
one of the transferred assets and to be used for any purpose allowed under this Agreement (subject to privacy
and confidentiality provisions).
11. TERM AND TERMINATION

Subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may
suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole
discretion, including for any use of the Services in violation of this Agreement or reasonable belief that use of
the Site will cause BidPrime liability. We will attempt to notify you of termination where we have advance
notice. Upon termination of your rights under this Agreement, your Account and right to access and use the
Services will terminate immediately. BidPrime will not have any liability whatsoever to you for any termination
of your rights under this Agreement, including for termination of your Account except for pre-paid unused fees
if you are a paid subscriber and BidPrime terminated your Account other than for violation (whether perceived
or actual) of this Agreement.
12. MODIFICATION OF TERMS AND CONDITIONS

This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by
sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting
notice of the changes on our Site. You are responsible for providing us with your most current e-mail address.
In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable
of delivering to you the notice described above, our dispatch of the e-mail containing such notice will
nonetheless constitute effective notice of the changes described in the notice. Any changes to this Agreement
will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if
applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These
changes will be effective immediately for new users of our Services. Continued use of our Services following
notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by
the terms and conditions of such changes.
13. DELAYS
The Service may be subject to limitations, delays and other problems inherent in the use of the Internet and
electronic communications. BidPrime is not responsible for any delays, failures or other damage resulting
from such problems.
Notwithstanding anything in this Agreement, if there is a Security Emergency, meaning (i) use of the Services
that do or could disrupt the Services, other customers' use of the Services, or the infrastructure used to
provide the Services; or (ii) unauthorized third-party access to the Services, then BidPrime may automatically
suspend use of the Services or access to the Site. BidPrime will make commercially reasonable efforts to
narrowly tailor the suspension as needed to prevent or terminate the Security Emergency.
14. EXPORT
The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other
countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired
from BidPrime, or any products utilizing such data, in violation of the United States export laws or regulations.
15. WARRANTY DISCLAIMER

You understand and agree that THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND
THAT BIDPRIME ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, DELETION OF CONTENT OR
FAILURE BY THE SERVICE. BIDPRIME EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER
EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THE TEXAS DECEPTIVE TRADE PRACTICES ACT.
OR ANY WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE
UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE
OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (D) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED.
YOU AGREE THAT USE OF THE SERVICE AND THE WEBSITE IS AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT
YOU HAVE A RIGHT TO RETAIN LEGAL COUNSEL, THAT COUNSEL HAS REVIEWED THESE TERMS OF SERVICE IF
YOU HAVE RETAINED COUNSEL AND YOU WAIVE ANY CLAIM UNDER THE DECEPTIVE TRADE PRACTICES-
CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ., BUSINESS & COMMERCE CODE.
IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE
LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. In some jurisdictions, disclaimers
of implied warranties are not permitted. In such jurisdictions, some of the foregoing disclaimers may not apply
to you as they relate to implied warranties.
16. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT BIDPRIME WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES
(COLLECTIVELY, "DAMAGES"), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICE; (B) YOUR
FAILURE OR INABILITY TO COMPLETE A BID OR OBTAIN A CONTRACT ACCESSED THROUGH THE SERVICE; (C)
DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (D)
CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICE; (E)
STATEMENTS OR CONDUCT OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY THROUGH THE SERVICE; (F)
ANY OTHER MATTER RELATING TO THE SERVICE; (G) ANY BREACH OF THIS AGREEMENT BY BIDPRIME OR THE
FAILURE OF BIDPRIME TO PROVIDE THE SERVICE UNDER THIS AGREEMENT OR (H) ANY OTHER DEALINGS OR
INTERACTIONS YOU HAVE WITH ANY SERVICE PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS).
THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions,
limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply
to you.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT BIDPRIME CONTRACTS WITH A THIRD PARTY TO PROCESS
YOUR PAYMENT OF FEES TO BIDPRIME THROUGH THE USE OF A CREDIT CARD (A "CREDIT CARD PROCESSOR").
YOU ALSO EXPRESSLY ACKNOWLEDGE AND AGREE THAT BIDPRIME CONTRACTS WITH A THIRD PARTY TO
PROCESS YOUR PAYMENT OF FEES TO BIDPRIME THROUGHT THE USE OF AN ELECTRONIC CHECK (AN
“E-CHECK PROCESSOR”).
17. INDEMNIFICATION
You agree to indemnify, defend and hold harmless BidPrime, its officers, managers, owners, employees,
agents, designees, users, successors, assigns, service providers and suppliers from and against all losses,
liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys' fees and court costs
due to or arising from: (a) your use of the Service or Site; (b) any violation of this Agreement by you; (c) the
inaccurate or untruthful content or other information provided by you to BidPrime or that you submit,
transmit or otherwise make available through the Service; or (d) any intentional or willful violation of any rights
of another or harm you may have caused to another. BidPrime will have sole control of the defense of any
such damage or claim.
18. DISPUTE RESOLUTION

Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with BidPrime
and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION
WAIVER.
Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other
equitable relief as set forth below) in connection with this Agreement or the use of any product or service
provided by the BidPrime that cannot be resolved informally or in small claims court shall be resolved by
binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise
agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you if you
name BidPrime or any of its subsidiaries, affiliates, agents, employees, predecessors in interest, successors,
and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided
under this Agreement in any lawsuit claim of action or otherwise.
Notice Requirement and Informal Dispute Resolution. Before you may seek arbitration, you must first send to
BidPrime a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the
requested relief. A Notice to the BidPrime should be sent to: 1306 Rio Grande, Suite B, Austin, TX 78701. After
the Notice is received, you and the BidPrime may attempt to resolve the claim or dispute informally. If you and
the BidPrime do not resolve the claim or dispute within thirty (30) days after the Notice is received, you may
begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed
to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either
party is entitled.
Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an
established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this
section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The
rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of
initiating and/or demanding arbitration, except to the extent such rules are in conflict with this Agreement. The
AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at
www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral
arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S.
Dollars (US $10,000.00) may be resolved only through binding non-appearance-based arbitration. For claims or
disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more,
the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in Austin, Texas. Any
judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If
the arbitrator grants you an award that is greater than the last settlement offer that the BidPrime made to you
prior to the initiation of arbitration, the BidPrime will pay you the greater of the award or $1,000.00. Each party
shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall
pay an equal share of the fees and costs of the ADR Provider.
Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the
arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific
manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal
appearance by the parties or witnesses unless otherwise agreed by the parties.
Time Limits. If you or the BidPrime pursue arbitration, the arbitration action must be initiated and/or
demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline
imposed under the AAA Rules for the pertinent claim.
Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you
and the BidPrime, and the dispute will not be consolidated with any other matters or joined with any other
cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim.
The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy
or relief available to an individual under applicable law, the AAA Rules, and this Agreement. The arbitrator shall
issue a written award and statement of decision describing the essential findings and conclusions on which the
award is based, including the calculation of any damages awarded. The arbitrator has the same authority to
award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final
and binding upon you and the BidPrime.
Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO
COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. In the event any litigation should arise between
you and the BidPrime in any state or federal court in a suit to vacate or enforce an arbitration award or
otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be
resolved by a judge.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION
AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND
CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR
CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the
arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality
unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law
any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or
equitable relief.
Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or
unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and
effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by
the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this
Arbitration Agreement.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with
BidPrime.
Small Claims Court. Notwithstanding the foregoing, either you or the BidPrime may bring an individual action
in small claims court.
Collections. Notwithstanding other provisions of this Agreement, BidPrime may seek relief for nonpayment of
subscriptions or other monies due under this Agreement in any court of competent jurisdiction. Late
payments shall accrue interest on the unpaid balance at a rate of 1.5% per month, or the maximum rate under
law, whichever is lower, from the date such payment was due until the date paid. BidPrime may also collect all
attorneys fees, costs, expenses and collection expenses associated with its collection efforts.
Emergency Equitable Relief. Notwithstanding the foregoing, BidPrime may seek emergency equitable relief
before a state or federal court in order to maintain the status quo pending arbitration. A request for interim
measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the
Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright,
trademark or trade secrets shall not be subject to this Arbitration Agreement.
Penalties for Competitive Violation. In addition to all other remedies available to BidPrime under this
Agreement, law and equity, you agree that if you are engaged in competitive activities to BidPrime and use the
Site or Services for purposes of obtaining information provided through the Site or the Services, it is difficult
for BidPrime to know the extent of its damages in such event and that you agree that BidPrime may seek
monetary damages of not less than $25,000 per violation or attempted violation of this Agreement.
Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in
court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Travis
County, Texas, for such purpose.
19. NOTICE
You agree that BidPrime may communicate any notices to you under this Agreement, through electronic mail,
regular mail or posting the notices on the Website. All notices to BidPrime will be provided by either sending:
(i) an email to support@bidprime.com or (ii) a letter, first class certified mail, to BidPrime, 1301 S IH 35 #200,
Austin, TX 78741. Such notices will be deemed delivered upon the earlier of the verification of delivery or two
(2) business days after being sent.
The communications between you and BidPrime use electronic means, whether you use the Site or App or
send us emails, or whether BidPrime posts notices on the Site or communicates with you via email. For
contractual purposes, you (a) consent to receive communications from BidPrime in an electronic form; and (b)
agree that all terms and conditions, agreements, notices, disclosures, and other communications that
BidPrime provides to you electronically satisfy any legal requirement that such communications would satisfy
if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
20. ENTIRE AGREEMENT

This Agreement governs your use of the Service and constitutes the entire agreement between you and
BidPrime. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether
written or oral, between you and BidPrime regarding the subject matter contained in this Agreement.
Additional terms and conditions may exist between you and third parties, including but not limited to, Service
Providers and others. You represent and warrant that those third party agreements do not interfere with your
obligations and duties to BidPrime under this Agreement.
21. GOVERNING LAW

This Agreement and the relationship between you and BidPrime will be governed by the laws of the State of
Texas, notwithstanding the choice of law provisions of the venue where any action is brought, where the
violation occurred, where you may be located or any other jurisdiction. Subject to the Arbitration provision
above, you agree and consent to the exclusive jurisdiction of the state or federal courts located in Travis
County, Texas and waive any defense of lack of personal jurisdiction or improper venue or forum non convens
to a claim brought in such court, except that BidPrime may elect, in its sole discretion, to litigate the action in
the county or state where any breach by you occurred or where you can be found. You agree that regardless
of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the
Service or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will
forever be barred.
22. PROVISIONS REMAINING IN EFFECT

In the event your use of the Services is terminated or lapses or you are no longer a user of BidPrime, certain
provisions of this Agreement will continue to remain in effect, including, but not limited to, Section 4, 7-10, and
13-24.
23. FORCE MAJEURE.

Except for payment obligations, neither BidPrime nor you will be liable for inadequate performance to the
extent caused by a condition that was beyond the Party's reasonable control (for example, natural disaster, act
of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
24. MISCELLANEOUS
This Agreement may not be re-sold or assigned by you. If you assign, or try to assign, this Agreement, such
assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of
BidPrime's rights if BidPrime fails to enforce any of the terms or conditions of this Agreement against you. In
the event a court finds a provision in this Agreement to not be valid, you and BidPrime agree that such court
should incorporate a similar provision that would be considered valid, with all other provisions remaining valid
in the Agreement. No joint venture, partnership, employment or agency relationship exists between you and
BidPrime as a result of this Agreement or use of the Service. You acknowledge and agree that each of the
Released Parties shall be an intended third party beneficiary of this Agreement.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE
THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE
TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND
CONDITIONS.
Site map Tour BidPrime Terms of service Privacy policy Contact us
© 2018 BidPrime. All Rights Reserved.
EXHIBIT B
12.238.122.226/226.224/27.122.238.12.in-addr.arpa IP Address Whois | DomainTools.com Page 1 of 3
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IP Information for 12.238.122.226
− Quick Stats
IP Location United States Deerfield Beach Smartprocure
ASN AS7018 ATT-INTERNET4 - AT&T Services, Inc., US (registered Jul 30,

1996)
Resolve Host 226.224/27.122.238.12.in-addr.arpa
Whois Server whois.arin.net
IP Address 12.238.122.226
NetRange: 12.0.0.0 - 12.255.255.255

CIDR: 12.0.0.0/8
NetName: ATT
NetHandle: NET-12-0-0-0-1
Parent: NET12 (NET-12-0-0-0-0)
NetType: Direct Allocation
OriginAS:
Organization: AT&T Services, Inc. (ATTW-Z)
RegDate: 1983-08-22
Updated: 2013-12-19
Comment: For abuse issues contact
Ref: https://whois.arin.net/rest/net/NET-12-0-0-0-1
OrgName: AT&T Services, Inc.

OrgId: ATTW-Z
Address: 200 S. Laurel AVE.
City: MIDDLETOWN
StateProv: NJ
PostalCode: 07748
Country: US
RegDate: 2009-12-18
Updated: 2018-01-16
Comment: Contact AT&T Abuse (
) for policy abuse issues.
Comment: All policy abuse issues sent to other POCs will be disre
garded.
Ref: https://whois.arin.net/rest/org/ATTW-Z
OrgTechHandle: HKO3-ARIN
http://whois.domaintools.com/12.238.122.226 6/1/2018
OrgTechName: KOSAL, HALUK

OrgTechPhone: +1-732-420-4259
OrgTechEmail:
OrgTechRef: https://whois.arin.net/rest/poc/HKO3-ARIN
OrgAbuseHandle: ATTAB-ARIN
OrgAbuseName: ATT Abuse
OrgAbusePhone: +1-919-319-8130
OrgAbuseEmail:
OrgAbuseRef: https://whois.arin.net/rest/poc/ATTAB-ARIN
OrgTechHandle: ICC-ARIN
OrgTechName: IP Team
OrgTechEmail:
OrgTechRef: https://whois.arin.net/rest/poc/ICC-ARIN
OrgTechHandle: IPSWI-ARIN
OrgTechName: IP SWIP
OrgTechEmail:
OrgTechRef: https://whois.arin.net/rest/poc/IPSWI-ARIN
RTechHandle: IAA17-ARIN
RTechName: IP Address Administration
RTechPhone: +1-732-420-2071
RTechEmail:
RTechRef: https://whois.arin.net/rest/poc/IAA17-ARIN
NetRange: 12.238.122.224 - 12.238.122.255

CIDR: 12.238.122.224/27
NetName: SMARTPRO75-122-224
NetHandle: NET-12-238-122-224-1
Parent: ATT (NET-12-0-0-0-1)
NetType: Reassigned
OriginAS:
Organization: SMARTPROCURE (SMART-145)
RegDate: 2017-02-24
Updated: 2017-02-24
Ref: https://whois.arin.net/rest/net/NET-12-238-122-224-1
OrgName: SMARTPROCURE
OrgId: SMART-145
Address: 700 W HILLSBORO BLVD
City: DFLD
StateProv: FL
PostalCode: 33441
Country: US
RegDate: 2017-02-24
Updated: 2017-02-24
Ref: https://whois.arin.net/rest/org/SMART-145
OrgAbuseHandle: FENOG9-ARIN
OrgAbuseName: Fenoglio, Jim
OrgAbusePhone: +1-954-234-7375
OrgAbuseEmail:
OrgAbuseRef: https://whois.arin.net/rest/poc/FENOG9-ARIN
OrgTechHandle: FENOG9-ARIN
OrgTechName: Fenoglio, Jim
OrgTechEmail:
OrgTechRef: https://whois.arin.net/rest/poc/FENOG9-ARIN
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Bidprime V Smartprocure Complaint

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Case 1:18-cv-00478 Document 1 Filed 06/05/18 Page 1 of 33

UNITED STATES DISTRICT COURT

PLAINTIFF’S ORIGINAL COMPLAINT

Plaintiff BIDPRIME, LLC (“Plaintiff” or “BidPrime”) files this Original Complaint

against Defendants JEFFREY RUBENSTEIN, SMARTPROCURE, INC., and MARC

DIGERONIMO (collectively, “Defendants”), and shows the following:

NATURE OF THE CASE

1. This is a suit to stop Defendants’ illegal and unauthorized access of BidPrime’s

monetary damages, and statutory penalties to stop Defendants’ illegal actions.

2. Plaintiff BidPrime, LLC is a limited liability company organized and existing

7280 W. Palmetto Park Rd. Suite 202, Boca Raton, FL 33433.

Deerfield Beach, FL 33441, or any other place he may be found.

5. Defendant Marc DiGeronimo is the Director of Sales of SPGS and an individual

FL 33441, or any other place he may be found.

JURISDICTION AND VENUE

Communications Act (18 U.S.C. §§ 2701 and 2707).

and derive from a common nucleus of operative facts.

controversy exceeds $75,000.

business in Texas sufficient to establish jurisdiction in Texas.

10. In addition, Defendants’ internet activities, including their intentional and

Defendants. By targeting BidPrime—a Texas resident—Defendants are knowingly directing

activities described below.

contacts with the district.

A. BidPrime’s Operations and Website

offers its customers comprehensive aggregation, quick-turnaround, and real-time notification,

only relevant bids.

BidPrime.com are not published or otherwise made available to the public.

access the customer-restricted portions of BidPrime.com.

B. BidPrime Proprietary Information

17. BidPrime estimates it has spent in excess of 100,000 man-hours—valued at

millions of dollars—prototyping, developing, coding, testing, deploying and modifying their

that distinguish BidPrime from its competitors.

18. BidPrime has also developed “BidPrime.com,” a proprietary and privately-owned

C. BidPrime.com Terms of Service

19. Limited access to BidPrime.com and selected proprietary content is available to

Terms of Service for BidPrime.com is attached hereto as Exhibit A.

purposes. Specifically, the Terms of Service state the following restrictions:

D. Defendants Seek Unlimited Access to BidPrime.com, But Are Refused.

fictitious name “GovSpend,” (collectively, “SPGS”).

time aggregated bid requests, or BidPrime’s unique dataset of bid sources.

doing so gave BidPrime a verifiable “fingerprint” of his computer (“Rubenstein’s Computer”),

(“Rubenstein’s Comcast IP Address”).

engineer BidPrime.com or BidPrime’s other proprietary assets.

28. Ultimately, BidPrime rejected the Rubenstein/SPGS sales pitch—later believed to

be an attempt to acquire BidPrime—and Rubenstein’s free trial and access to BidPrime.com

ended on or about November 30, 2017.

E. Defendants’ Wrongful Conduct: Defendants Hack Onto BidPrime.com and Then

software and “bots.”

competitor could hack in and engage in “web-scraping” is a major concern. 3

authorization. In other words, Defendants stole from BidPrime.

33. Defendants also altered search restrictions of BidPrime.com to access search

they were able to steal through their illegal hacking.

known computers and IP addresses.

35. Were BidPrime.com a brick-and-mortar office with file cabinets, Defendants’

inadvertent mug shots and traceable DNA evidence behind.

36. During these events, BidPrime security investigated these constantly-evolving

investigators, and obtaining outside legal counsel.

trace the illegal hacking to Defendants and blocked their access.

suspended Defendants’ access.

shows the clearly-visible link to BidPrime’s Terms of Service.

another 4,550 bids the next, all from Rubenstein’s computer.

thwart Defendants’ illegal activity.

COUNT I -- VIOLATION OF THE COMPUTER FRAUD AND ABUSE ACT