Vendors Terms of Use Agreement

1.  Terms of Use

You must read and accept these Terms of Use in order to complete your registration

with the NC E-Procurement Service. After reading the Terms of Use, indicate your

acceptance of the terms by checking the appropriate box below and signing where

indicated.

1. ACCEPTANCE OF TERMS Welcome to The North Carolina E-Procurement Service

(Service). This Service is provided to you, the Supplier, subject to the following Terms

of Use (TOU), which may be updated from time to time without notice to you. The

Service is operated by the Department of Administration, the Office of Information

Technology Services, the Office of the State Controller (the Operations Agencies), and

the Third Party Agent (TPA). The operations agencies and the TPA collectively form the

(Operations Group).

When presented with the TOU at vendor registration, you will be given an opportunity

to click "I Accept", which means you agree to the terms set out herein. You can review

the most current version of this document at any time by clicking on the TOU link at

the bottom of every page. In addition, when using the Service, you shall be subject to

any posted guidelines or rules applicable to such services. All such guidelines or rules

are hereby incorporated by reference into this agreement. If you click "I decline", your

information will be retained and updated within the North Carolina Accounting System;

however, you are not a registered Supplier on the Service and, therefore, you will not

be allowed to receive Purchase Orders through the Service.

2. DESCRIPTION OF SERVICE The Service provides suppliers to governmental entities

within the State of North Carolina who have chosen to participate in the Service the

ability to register as a Supplier, modify company information, and respond to electronic

requests for quote if so indicated by the supplier during registration. Unless explicitly

stated otherwise, any new features which augment or enhance the current Service shall

be subject to the TOU. You understand and agree that the Service is provided "AS-IS"

and that the State and the Operations Group assume no responsibility for the misdelivery

or failure of purchase orders or responses to requests for quotes.

You are responsible for obtaining access to the Service through the E-Procurement

Service Vendor Registration process and that access may involve third party fees (such

as Internet service provider or airtime charges). You are responsible for those fees. In

order to use the system, you must have access to necessary equipment. Registrants

who do not have the equipment necessary for Internet access may contact Customer

Service (1-888-211-7440, option 2) to obtain a list of available access locations.

3. FEE If you are a supplier who wishes to do business with the State and register for the

Service, you will be required to pay a transaction fee of 1.75% (.0175) for each

purchase order (excluding sales taxes) issued and/or processed through the Service

that you fulfill. Fees will be invoiced monthly based on a) purchase activity for the prior

month, and/or b) purchases for which the supplier has received payment. The

transaction fee shall not be stated or included as a separate item in an offer, contract

or invoice.

Payment of the transaction fee by the Supplier/Vendor is due to the account designated

by the State within thirty (30) days after receipt of the invoice for the transaction fee.

Payment due shall be for all portions of the invoice not in dispute. If payment of the

transaction fee is not received by the State within this payment period, it shall be

considered a material breach of these terms.

4. YOUR OBLIGATIONS In consideration of your use of the Service, you agree to: (i)

provide true, accurate, current and complete information about yourself as prompted

by the Service's registration form (such information being the "Registration Data") and

2

(ii) maintain and promptly update the Registration Data to keep it true, accurate,

current and complete. If you provide any information that is untrue, inaccurate, not

current or incomplete, or the Operations Group has reasonable grounds to suspect that

such information is untrue, inaccurate, not current or incomplete, the Operations Group

has the right to suspend or terminate your account and refuse any and all current or

future use of the Service, or any portion thereof. You will receive a password and

account designation upon completing the Service's registration process. You are

responsible for maintaining the confidentiality of the password and account, and are

fully responsible for all activities that occur under your password or account. You agree

to (i) immediately notify Customer Service of any unauthorized use of your password or

account, or of any other breach of security, and (ii) ensure that you exit from your

account at the end of each session. You are entirely responsible for all content that you

upload, post, email, transmit or otherwise make available to the State through the

Service. Payment by some agencies may be made by procurement card and it shall be

accepted by you for payment if you accept that card (Visa, MasterCard, etc.) from other

customers. If payment is made by procurement card, then payment may be processed

immediately by you. The State and the Operations Group shall not be liable for any loss

or damage arising from your failure to comply with this Section.

5. CUSTOMER SUPPORT The TPA shall provide customer service to you sufficient for

questions involving use of the Service and for inquiries relating to the operation and

hosting of the Service during the hours of 7:30 AM Eastern Standard Time and 5:00PM

Eastern Standard Time. The following support services will be included: (i) a customer

service telephone number (1-888-211-7440, option 2); (ii) a customer service email

address (epservice@its.nc.gov); and (iii) an online training feature to instruct you on

conducting procurement through the Service (http://eprocurement.ncgov.com).

6. THE NORTH CAROLINA PUBLIC RECORDS ACT Any information provided to the

Service is subject to the conditions set forth in the North Carolina Public Records Act,

Chapter 132 of the North Carolina General Statutes. The North Carolina Public Records

Act Ch. 132 of the North Carolina General Statutes may be accessed under the Statutes

portion of the General Assembly Home Page at: http://www.ncga.state.nc.us/.

7. E-PROCUREMENT SERVICE PRIVACY POLICY Registration Data and certain other

information about you are subject to our Privacy Policy. For more information, see our

full privacy policy at the bottom of the E-Procurement website

(http://eprocurement.ncgov.com).

8. QUESTIONS, DISPUTES AND EXTENSIONS Pursuant to the North Carolina

Electronic Procurement Terms and Conditions, questions and disputes relating to the

accuracy of your transaction fee invoice or requests for an extension to the invoice due

date shall be submittedvia email or fax or by a verbal request to a NC E-Procurement @

Your Service Help Desk representative. Questions, disputes and/or extensions

regarding your transaction fee invoice shall be submitted within 30 days of the date of

the invoice. Your request shall include the Invoice number, PO number, dollar amount

billed, and any other information to support your question or dispute. Amounts

disputed shall be due within 30 days after the Service has closed the dispute. If you

are filing for an extension to the invoice date (extensions are limited to 30 days), you

shall include the Invoice number and the reason for your extension request.

9. MODIFICATIONS TO SERVICE The Operations Group reserves the right at any time

to modify the Service with or without notice. You agree that the Operations Group or its

TPA shall not be liable to you or to any third party for any modification or suspension of

the Service.

10. TERM AND TERMINATION Once you have accepted the TOU, an agreement has been

created between you and the Operations Agencies for use of the Service. You are

3

bound by the terms of the TOU which you accepted at vendor registration, until such

time as you terminate your agreement with the Operations Agencies by submitting a

written request via email, fax or through our on-line system and receive confirmation

from the Operations Agencies. You agree that the Operations Agencies, at their sole

discretion, may terminate your password, account (or any part thereof) or use of the

Service, and remove and discard any content within the Service, for any reason,

including, without limitation, for lack of use or if the Operations Agencies believe that

you have violated or acted inconsistently with the TOU. You agree that any termination

of your access to the Service under any provision of this TOU may be effected without

prior notice, and acknowledge and agree that the Operations Agencies may

immediately deactivate or delete your account and all related information and files in

your account and/or bar any further access to such files or the Service. Further, you

agree that the Operations Agencies or its TPA shall not be liable to you or any thirdparty

for any termination of your access to the Service.

11. OUTAGE POLICY The Operations Group's highest priority is to ensure that the Service

is available. However, we may experience website outages where the Service cannot be

accessed. The Operations Group will use reasonable efforts to make the Service

available, except for downtime for scheduled and unscheduled maintenance, and will

promptly investigate any technical problems that you report to us.

12. INDEMNITY You the Supplier, at no additional cost to the State, agree to indemnify,

defend, and hold the State, its officers, employees, and agents (including the TPA)

involved, directly or indirectly, in the delivery and operation of the Service, harmless

from any and all liabilities and expenses, including, without limitation, attorney's fees,

expenses, costs, judgments, settlements, contract losses, or other costs arising out of

or relating to (i) Supplier's misuse or modification of the Service, the State sites or the

State Developed Deliverables; (ii) the Supplier's distribution, marketing or use for the

benefit of parties other than Supplier of the Service, the State sites or the State

Developed Deliverables; (iii) Product information, direction, specification or materials

provided by Supplier; (iv) Supplier's transactions with Buyers, including its fulfillment,

or failure to fulfill Products; and (v) Supplier's breach of any of its representations,

warranties, promises or obligations under this agreement. The foregoing indemnity is

conditioned upon: prompt written notice by the State of any claim, action or demand

for which indemnity is claimed.

13. DISCLAIMER OF WARRANTIES You expressly understand and agree that:

a. Your use of the Service is at your sole risk. The Service is provided on an "as

is" and "as available" basis. The State expressly disclaims all warranties of any

kind.

b. The State makes no warranty that (1) the Service will meet your requirements;

or (2) the Service will be uninterrupted, timely, or error-free.

c. Any material downloaded or otherwise obtained through the use of the Service

is done at your own discretion and risk and you shall be solely responsible for

any damage to your computer system or loss of data that results from the

download of any such material.

d. No advice or information, whether oral or written, obtained by you from the

Service shall create any warranty not expressly stated in the TOU.

14. LIMITATION OF LIABILITY You expressly understand and agree that the State,

including its officers, employees, and agents (including the TPA) involved, directly or

indirectly, in the delivery and operation of the Service, shall not be liable for any direct,

indirect, incidental, special, consequential or exemplary damages, including but not

4

limited to, damages for loss of profits, goodwill, use, data or other intangible losses

(even if the State has been advised of the possibility of such damages), resulting from:

(i) the use or the inability to use the Service; (ii) unauthorized access to or alteration of

your transmissions or data; (iii) statements or conduct of any third party on the

Service; or (iv) any other matter relating to the Service.

15. APPLICABLE LAW By visiting the North Carolina E-Procurement Service, you agree

that the laws of the State of North Carolina, without regard to principles of conflict of

laws, will govern these Terms of Use and any dispute of any sort that might arise

between you and the State or its third party agents.