23-076 - National Purchasing Partners (NPPGov) - Intergovernmental Cooperative Purchasing Agreement

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DocuSign Envelope ID: 43C4B866-FBF2-4ECB-ACOB-CE3E891 E86B6 "Your 11:::)ata" means all electronIIc data or Iinformatlon submIitted Illy You to the Purchased Services. 2. PURCHASED SERVICES 2.1. 1Provision oflurchased Services. 1/Ve Phalli make .the P rchased Servlces avaliabie to YoU pursuant to these Terms a Servlae. You agree that Your purchase hereunder are nelther contlngent on the del very of any .future .functionallty or features nor dependent on any oral or wdtten publIIIc comments made by Us regardIIng .fiuture .functIonallity or features. 2.2. User Subscriptions. Servlces are purchased as User S U lbscriptons and may be accessed by no more than the specified rounnlber of Users. User Subscriptions may be added duldIng the subscrlptIon term at the same pr cing as that for the pre- existing subscriptions, prorated for .the remainder of the subscription .term ri effect at .the time the additionall User S bscriptions are added. Added User Subscriptions shalli terminate on the same date as the pre-exiisting subscriptions. Subscriptions are for deslgnated Users and cannot be shared or 'used by 'more than one User. 3. USE OF THE SERVICES 3.1 Our IIRtesponsliblillIlitlies.1A/e siaI (11) provide to You basic support for the Purchased Services at no additionall clharge, use commerclallly reasonable efforts to make the Purchased Servlces avaliabie 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give ample notice via the P rchased Services and which We Phalli schedule to the extent pract cable during the weekend hours .from 6.00 p.nro. Pacific time 117rlday to 3.00 a.m. Pacific tlInne Monday), or (ID) any unavaliabliity caused lby dIrcunnstances lbeyond Our reasonable controll, inciuding without 0IInniltation, acts Of God, acts of government, flood fi re , ea rth q u a kes unrest, acts of terror, strikes or other labar p ro e nro s (other than those iin vo vii rog Our eniplloyees), or Internet servlce [DllrovIIder faliures or delays, and provide the IPurchased Servlces only ni accordance wlth appiiicablleiaws and government regullations. 3.2. Your 11ResponsilloillIlities. You ;hall(i) be responsible for Userscompllance with .these Terms of Service, be solely responslbie for the accuracy, quality, IIntegrlty and Ilegallity of Your Data and of thelmearos by which You acquired Your IData, Oil) use commercially reasonable efforts to prevent lunauthenzed access to or 'use of the Services and 'notify Us promptly of any such 'unauthorized access or 'use, and (iv) use the Services only 1 accordance with lits ntended use and applicable laws and government regullatlons. You shall not (a) make the Servlces availlabie to anyone other than Users, (b) selli, resell, rent or lease .the Services, (c) use the Serylces to store or .transmitnirirq ny, Oibeious, or otherwlse luniawfull or tortious mater al or to store or transmit matedall n vlollatIon of thIIrd-party pdvacy rlghts, (d) use the Services to store or transmit Maildous Code, (e) interfere wlth or dlsrupt .the IIntegrlty or performance of the Servlces or thIIrd-party data contalned therein, or (f) attempt to gain unauthorlzed access to the Services or theft related systems orinetworks. 4. FEES AND PAYMENT FOR PURCHASED SERVICES 4.1, User lFees. Subscrlption fees are based on monthlly periods that begln the...first day of the nroonth and are blIlled annuallly. SubscrlptIons that are activated wlthln the month *Ili be prorated, e.g. fees for SubscrlptIons actIvated n he rilddlle of a monthlly perlod wIIIIII be prorated for that moonthlly ceded. You S h a Ill pay all fees spec ed al101nvolces hereunder. IE:xceptas otherwise sdpecifled Inereln, (II) fees are quoted and payable n United States dollars fees are based on serAces purchased and not actuall usage payrnerot obilgatIons are non -cancellable and fees pad are non-refundabie. Current fe e S for the Servlces may be obtalned by calliIIng our Sales Department at 800-470-6102. 18