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

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DocuSign Envelope ID: 43C4B866-FBF2-4ECB-ACOB-CE3E891 E86B6 4..2. Invoicirj and 1Payment. You will11 provIIde Us *I'M valid and lupdated contact Iinformadon with a vallIId purchase order or allternalive do CU ment reasonably acceptable to Us. IPayment s requIIred to be made in advance annivalllly; or in accordance with a Ihnutualllly agreed lupon bil ing cycle. We will IInvoIIce You ri advance and othenMse Iin accordance wIth these -11erms of ServIIce. lInvOIced charges are due net 30 days from ithe IIInvolce date. You are responsiblle for maIInitaIIMIng compllete and accurate bi inq and contact Iinformation in the ServIIces. Overdu... Charges. Of any charges are not receIIved from You by the due date, then at Our discretion, (a) such charges Inday accrue late IIniterest at ithe rate of 1.5% of ithie olitstandIIng lbalance per 1month, or ithe maxIImUm rate permIItted by Ilaw, whichever 5 lower, from the date such payment was due und0 the date paid. 4.4. Suspension of Service and Acceileration. Of any amount owing by You under these Terms of Service or any other agreement for Our services is 30 or more days overdue, We may, Without Illimiltling Our other rlights and remedies, accelerate Your unpaIId fee obtgations under such agreements so that all such obIligatIons lbecome IimmedIatelly due and ipayable and suspend Our servIIces to You UllitU Ruch amounts are paid 4.5. Payment [Disputes. 1/Ve shall0 not exercise Our nights under Section 4.3 (Overdue Charges) or 4.4 (Suspenslion of Semlice and Accelleraton) t the applIIIcablle charges are 'under reasonable and goodiiiifaIIth dIspute and You are cooperating dIlligently to resollve the dlispute. 4.6. Taxes. Unless otherwilse stated, Our fees do not lincllude any taxes, Ileviles, duties or slinillOar governmental assessments of any nature, IIncilludInig Ibut not 0IImited to value-added, sales, 'use or WIthlholldIng taxes, assessable lby any Iocal state, provIIndIall, federall or foreiign judisdictiion (collectively " Taxes"). You are responsillblle for payling all Taxes associated With Your purchases hereunder. Of We have the legal obIlligation to pay or co011ect Taxes for which You are responsiliblle under thils iparagraphthe appropdate amount shall be nvoiced to and paid by You, unless You provide Us wlth a valid tax exemption cert ficate a lit lhanzed by the appropnate tax ng authanty. 5. PROPRIETARY RIGHTS 5.1. Illeservation of 111Rights. Subject to the OIImIIited PIghts expressly granted Ihereunder, We reserve all0 rights, ttle and IInterest iin and to the Serviices, nclud nq all0 related iintellectual proiperty riights. No riights are granted to You Ine.reunder other than as expressly set forth IhereIIn. 5.2. Restrictions. You shal111 not, ( ) permany thiird party to access or US e the Serviices except as permitted hereiin, create denvate works based on the ServIIces, copy, frame or mIIrror any part or content of the SeriIcesother than copyIIng or 'firamiing on Your own iintranets or otherwiise for Your own iinternall busiiness purposes, (iiv) reverse engneer the S e rviices, or (v) access the ServIIces in order to (a) IbuII0d a compedfive product or servIIce, or (b) copy any 'features, functIons or graph cs of the ServIIces. 5.3. Ownersho of 'Your IData,, As between Us and You, YOU excill U5ivelly own all0 PIghts, title and IIInterest n and to all of Your Data. 5.4. Suggestions. We shal111 lhave a royalty -free, worIldWIde, transferable, suibIlicenseable, IIrrevocablle, perpetuall IIIIcense to use or Iincorporate IInto the Services any suggestions, enhancement requests, recommendations or other 'feedback iprovIded by You, including Users, rellatin,g to the operation of the SeniIces. 19