NASPO-eMarketPlace-Terms_of_Use.pdf

Terms of Use

These Terms of Use (“Terms”) govern your access to and use of the NASPO eMarketPlace. By using this Site, You agree to these Terms as published at the time of use. We reserve the right to modify these Terms at any time. Any changes will be effective immediately upon posting the revised Terms on the Site, and Your continued use of the Site after the posting of any changes constitutes Your acceptance of such changes.

If you are using this Site on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms "You" or "Your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not use this Site. You must be at least 18 years old to use this Site. By using this Site, you represent and warrant that you meet this requirement.

1. DEFINITIONS

“Buyer” means a user using the Site for the purpose of accessing Seller catalogs, requesting Seller quotes, and issuing orders, as applicable.

“CCPA” means the California Consumer Privacy Act (Assembly Bill 375), as amended.

“Content” means all information that may be generated or encountered through the Site, including, without limitation, data, data files, written text, software, images, photographs, graphics, videos, or other materials.

“Disruption Event” means either: (a) use of the Site which could disrupt: (i) access to or operation of the Site; (ii) another customer's use of the Site; or (iii) Our or our Site Provider’s network or servers used to provide the Site; or (b) unauthorized third-party access to the Site.

“Generic Reports” means reports that may include Your Services Data in an anonymous, generic, de-identified format aggregated with other data not constituting Your Services Data solely and exclusively for analyzing customer needs, improving the Site Provider’s services, or providing benchmark data of usage and configuration of Third Party Applications to other customers.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and trojan horses.

“Privacy Policy” means Our Privacy Policy, as updated from time-to-time, located at https://www.naspo.org/privacy-policy, and our Site Provider’s Privacy Policy, as updated from time-to-time, located at https://www.corexpand.com/CoreXpand-Privacy-Policy.pdf, or such other URLs as We or the Site Provider may provide from time to time.

“Seller” means an entity authorized to offer the products and services available under a NASPO master agreement held by the entity, or held by the company for which the entity is an authorized partner, through the Site and that has been supplied a seller account by Us or the Site Provider at Our request.

“Site” means the eMarketPlace website(s) and/or series of web pages made available to You for Your authorized use pursuant to these Terms, including, without limitation, punchout catalogs and integrations, ecommerce sites, quoting tools, marketplaces, microsites, mobile applications, profiles on social media sites, and any other digital properties made available for Your use.

“Site Provider” means Corexpand, LLC.

“Suspend” or “Suspension” means the immediate disabling of access to the Site, or components of the Site, as applicable, to prevent further use of the Site.

"Third Party Applications" means a web-based or offline software application that is provided by You or a third party and interoperates with the Site.

"We," "Us" or "Our" means NASPO.

https://www.naspo.org/privacy-policy

"You" or "Your" means the person accepting these Terms, or, if applicable, the company or other legal entity for which you are accepting these Terms.

“Your Reports” means reports regarding and/or incorporating Your Services Data generated, transmitted or displayed via the Site, but excluding Generic Reports.

“Your Services Data” means electronic data and information submitted by or for You to the Site or collected and processed by or for You as a result of Your use of the Site. Your Services Data includes “Your Reports”.

2. OUR RESPONSIBILITIES

2.1. Protection of Your Services Data. We will maintain industry-standard administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Your Services Data. Those safeguards will include, but will not be limited to, measures designed to prevent access, use, modification, or disclosure of Your Services Data by Our personnel except

(a) to operate and facilitate use of the Site and prevent or address service or technical problems,

(b) as compelled by law, (c) as set forth in the Privacy Policy, or (d) as You expressly permit in writing.

2.2. Your Services Data Portability and Deletion. If You are accessing the Site as a Buyer, upon discontinuation of Your use of the Site, We will, upon request, provide You with a copy of Your Content and Services Data to the extent such Content and Services Data is in Our or the Site Provider’s possession. Such request shall be made within thirty (30) days of discontinuation of Your use. Except as set forth in these Terms, We will have no obligation to maintain or provide Your Content or Services Data following discontinuation of Your use of the Site, and may, in Our sole discretion, delete or destroy all copies of Your Content and Services Data in Our systems or otherwise in Our possession or control, unless legally prohibited.

3. USE OF SERVICES; SITE; AFFILIATES

3.1. Account Registration. To access certain features of the Site, you will be required to register for an account. You agree to provide accurate and complete information during the registration process and to update such information as necessary to ensure it remains accurate and complete.

3.2. Your Responsibilities. You will (a) access and use the Site in accordance with usage guides, policies, and other documentation We or the Site Provider make available to You from time to time; (b) be responsible for the accuracy, quality and legality of Your Content and Services Data,

(d) be solely responsible and liable for all of Your activity on the Site and all Content uploaded, posted, or stored by You using the Site, (e) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Us promptly at emarketplace@naspo.org of any actual or suspected unauthorized access or use, (f) use the Site only in accordance with these Terms and applicable laws and government regulations, (g) comply with the terms of service of Third Party Applications with which You use the Site, (g) not share any password(s) with any other individual, (h) be solely responsible for using the Site in compliance with the terms of Your third-party agreements, including NASPO cooperative contracts and any agreement You may enter into separately with the Site Provider, and (i) except for NASPO and the Site Provider’s responsibilities as set forth herein, be solely responsible for transactions You conduct through the Site. You further acknowledge that We are not responsible or liable in any way for any Content uploaded to the Site or provided by You or other users, including Sellers, and that You are solely responsible for backing up, to Your own computer or other device, any important documents, images or other Content that You store or access via the Site to the extent such data is required to be maintained by You to comply with applicable law, such as open records laws.

3.3. Seller Certification. If You are a Seller, Your continued use of the Site constitutes a recurring certification that the Content uploaded by You to the Site, or otherwise made available by You to other users through the Site, is accurate and compliant with (a) the pricing and terms of the NASPO cooperative agreement(s) through which you are offering products and services to

Buyers, including jurisdiction-specific Participating Addenda, and (b) these Terms.

3.4. Usage Restrictions. You will not (a) make the Site available to, or use the Site for the benefit of, anyone other than You, (b) sell, resell, license, sublicense, distribute, rent, or lease access to the Site, or include the Site in a service bureau or outsourcing offering, (c) use the Site for any illegal or unauthorized purpose, including to post, store, or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Site to store or transmit Malicious Code, (e) use the Site to post, store, or transmit any Content or other material that is deemed harassing, threatening, indecent, obscene, slanderous, or otherwise objectionable, as determined in Our sole reasonable discretion, (f) interfere with or disrupt the integrity or performance of the Site or third-party data contained therein, (g) attempt to gain unauthorized access to any component of the Site or its related systems or networks, (h) permit direct or indirect access to or use of the Site in a way that circumvents a contractual usage limit, (i) copy the Site or any part, feature, function or user interface thereof, (j) frame or mirror any part of the Site, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted by these Terms, (k) access any component of the Site in order to build or promote a competitive product or service, (l) reverse engineer any component of the Site (to the extent such restriction is permitted by law);

or (m) attempt, or assist a third party to attempt or engage in, any of the foregoing. You may not access the Site if You or Your products or services are competitive with Us or Our products or services, except with Our prior written consent. In addition, You may not access the Site for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

3.5. Privacy. The Privacy Policy describes the collection, use, and sharing of certain information that may be provided in connection with Your use of the Site. By using the Site, You acknowledge that Your Services Data will be processed in accordance with the Privacy Policy and these Terms and may be processed in a country where it was collected, as well as in countries where privacy laws may be less stringent, including the United States. By using the Site or submitting Your Services Data through the Site, You expressly consent to such processes.

3.6. Suspension. We may, in our sole discretion, terminate or Suspend Your access to the Site at any time, with or without notice, for any reason, including, but not limited to, a breach of these Terms.

4. THIRD PARTY PROVIDERS

4.1. Integration with Third Party Applications. The Services may contain features designed to interoperate with certain Third Party Applications selected by You. To use such features, You may be required to obtain access to Third Party Applications from their providers, and may be required to grant Us or the Site Provider access to Your account(s) on the Third Party Applications. Any acquisition by You of such Third Party Applications, and any exchange of data between You and any Third Party Application provider, is solely between You and the applicable Third Party Application provider.

4.2. Third Party Applications and Your Services Data. If You install or enable a Third Party Application for use with the Services, You grant Us and the Site Provider permission to allow the provider of that Third Party Application to access Your Services Data as required for the interoperation of that Third Party Application with the Services. We do not warrant or support Third Party Applications or other non-Corexpand products or services. We are not responsible or liable for any disclosure, modification or deletion of Your Services Data resulting from access by a Third Party Application. We are not responsible or liable to You if You install, connect, enable, use or share any integration, feature, workflows, actions, or suggestions authored or made available by an entity other than Us, including You.

5. FEES

5.1. Fees. You are wholly responsible for payment of any fees that You have agreed to in a NASPO cooperative master agreement or separate agreement with Us. Your access to this Site and to Your Content may be Suspended or terminated for nonpayment of fees.

6. PROPRIETARY RIGHTS AND LICENSES

6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and the Site Provider reserve all of our rights, title, and interest in and to the Site, including all of our intellectual property rights with respect thereto. You reserve all of Your rights, title, and interest in Your Services Data, provided that We and the Site Provider may use Your Services Data to create Generic Reports as provided herein. No rights are granted to You hereunder other than as expressly set forth herein.

6.2. Our Rights to Use Your Content and Services Data. You grant Us and the Site Provider the right to use Your Services Data and Content, in compliance with applicable law, in order to: (a) operate the Site and facilitate Your use of the Site in accordance with these Terms and the Privacy Policy,

(b) prevent or address service or technical problems, or (c) as may be required by law. We may also use Your Services Data in an aggregated, de-identified and generic manner, in compliance with applicable law, for marketing, survey purposes, setting benchmarks, feature suggestions, product analytics and new product features or services, Services utilization analyses and related purposes, provided that (i) it is used only for internal administrative purposes and general usage statistics; (ii) does not identify You or Your agents, representatives, customers or employees and is not attributable to such persons or entities in any way; and (iii) where Your Services Data is used in this manner to create publicly disclosed general usage statistics, such statistics are used to report only the total aggregate use among Our customers. Subject to the rights and licenses granted in these Terms, We acquire no right, title, or interest from You under these Terms in or to Your Services Data.

6.3. License by You to Use Feedback. You grant to Us and the Site Provider a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Site any suggestion, enhancement request, recommendation, correction, or other feedback provided by You relating to the operation of the Site.

7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

7.1. Representations. You represent and warrant to Us that You will comply with all laws and regulations applicable to Your use of the Site and Your use and provision of Content hereunder.

7.2. Disclaimers. The Site is provided on an “as is” and “as available” basis. EXCEPT AS

EXPRESSLY PROVIDED HEREIN, WE MAKE NO WARRANTIES OF ANY KIND, WHETHER

EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL

IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM

EXTENT PERMITTED BY APPLICABLE LAW. WE DISCLAIM ALL LIABILITY AND

INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY

THIRD-PARTY APPLICATIONS. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR

ALL GOODS AND SERVICES OFFERED AND/OR SOLD THROUGH THE SITE OR

OTHERWISE THROUGH YOUR USE OF THE SITE AND WE SHALL HAVE NO LIABILITY

WITH RESPECT THERETO.

8. INDEMNIFICATION

8.1. Indemnification. To the extent permitted by law, You will defend Us against any claim, demand, suit, or proceeding made or brought against Us by a third party: (i) alleging that Your Services Data, Content, or Your use of the Site in breach of these Terms infringes or misappropriates such third party’s intellectual property rights or violates any third party privacy rights, (ii) arising out of or related to any Content You submit, post, transmit, or otherwise make available through the Site, and/or (iii) arising out of or related to any goods or services offered, purchased, paid for, or sold via the Site, including, without limitation, any Taxes with respect thereto (each, a “Claim Against Us”), and will indemnify Us from any damages, attorney fees, and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

9. LIMITATION OF LIABILITY

9.1. Limitation of Liability. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE

OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL,

INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER AN

ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY,

EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE

FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. IF

YOU ARE DISSATISFIED WITH ANY COMPONENT OF THE SITE, OR WITH ANY OF THESE

TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE

SITE.

10. NOTICES, GOVERNING LAW, AND JURISDICTION

10.1. Notice. Notices to Us shall be addressed to: NASPO, 110 W. Vine St., Suite 600, Lexington, KY 40507, Attn: Legal, with an electronic copy to: legal@naspo.org.

10.2. Agreement to Governing Law and Jurisdiction. Each party agrees that these Terms are governed by and shall be construed in accordance with the laws of the State of Kentucky, in all respects, without regard to choice or conflicts of law rules, and that all disputes arising out of or relating to these Terms are limited to the exclusive jurisdiction and venue of the state and federal courts located within the State of Kentucky. Each party hereby consents to and waives any objections with respect to such jurisdiction and venue.

11. GENERAL PROVISIONS

11.1. Export Compliance. The Site, other technology We or the Site Provider make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. By using the Site, You represent that You are not named on any U.S. government denied-party list and agree not to access or use any component of the Site in a U.S.-embargoed country or in violation of any U.S. export law or regulation.

11.2. Entire Agreement and Order of Precedence. These Terms, together with any terms specifically applicable to Your use of the Site agreed upon in a NASPO cooperative master agreement or separate agreement with Us, , constitute the entire agreement between You and Us regarding Your use of the Site and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) any terms specifically applicable to Your use of the Site agreed upon in a NASPO cooperative master agreement and (2) these Terms.

11.3. Third-Party Beneficiaries. Our licensors shall have the benefit of Our rights and protections hereunder with respect to the applicable content. There are no other third-party beneficiaries under these Terms.

11.4. Waiver. No failure or delay in exercising any right under these Terms will constitute a waiver of that right.

11.5. Surviving Provisions. The Sections titled "Proprietary Rights and Licenses," "Disclaimers," "Indemnification," "Limitation of Liability," "Your Services Data Portability and Deletion," "Notices, Governing Law, and Jurisdiction," and "General Provisions" will survive any termination or expiration of these Terms.

mailto:legal@naspo.org.

11.6. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms will remain in effect.

11.7. Force Majeure. Neither You nor We will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, an act of war or terrorism, riot, labor condition, governmental action, epidemic or pandemic, and Internet disturbance) that was beyond Your or Our reasonable control.

11.8. California Consumer Privacy Act. Except as expressly set forth in these Terms, We shall not (a) have, derive, or exercise any rights or benefits regarding Your Personal Information, (b) Sell Your Personal Information, or (c) collect, retain, share or use Your Personal Information except as necessary for the sole purpose of performing the Services. We agree to refrain from taking any action that would cause any transfers of Your Personal Information, either to Us or from Us, to qualify as a Sale of Personal Information under the CCPA. We understand and will comply with the restrictions set forth in this Section and the applicable requirements of the CCPA. For the purposes of this Section, We are a Service Provider and the terms “Personal Information”, “Sell”, “Sale”, and “Service Provider” shall have the same meaning as in the CCPA.