Common use of INTERNET ACCESS TO CONTRACT & PRICING INFORMATION Clause in Contracts

INTERNET ACCESS TO CONTRACT & PRICING INFORMATION. It is the intention of the parties to facilitate access by Authorized Users to contract offering and pricing information primarily electronically via the Internet. To that end, OGS’s web site shall host and update the Contract terms and conditions throughout the Contract term. The Contractor is required to host the complete Contract, ceiling pricing and Product offerings at Contractor’s Internet site, at Contractor’s sole expense, including all subsequent changes in the Contract offerings (adds, deletes, price revisions) throughout the Contract term. Contractor may not password protect or otherwise restrict access to the site. This Contract, and Contractor’s NYS Contract page, or pages required by this agreement, constitute public documents under the laws of the State of New York and Contractor cannot restrict access (e.g., through use of restrictive technology or passwords) to the contract terms and conditions, or data, or records, and or information required to be maintained by the Contractor for the State. Data Mining - Prohibited use of data and information collected by Contractor at Contractor’s NYS Contract page, or pages. If, in addition to the data, or records, and or information required by this contract to be maintained by Contractor for the State, Contractor also electronically stores, collects or maintains other data, or records, or information, acquired by Contractor during access to the Contractor’s NYS Contract page, or pages, (maintained by Contractor at Contractor’s web sites), such other acquired data or records, and or information, shall only be used internally by Contractor for the purpose of implementing or marketing the State contract, and shall not be disseminated to third parties or used for other marketing purpose. A. Warranty - Contractor warrants and represents that contract and related information will be accurately and completely posted, maintained and displayed in an objective and timely manner which renders it clearly distinguishable from other, non-contract offerings at Contractor’s web site. Contractor may only post Product or Service offerings, including Product SKU’s and part numbers, at the OGS centralized contract web page which have been approved for sale under the Contract. Contractor shall indemnify the Authorized Users for damages resulting from errors or inaccuracies in such information, or from any failure to maintain or timely post contract information in accordance with this paragraph. B. Price Data Retention & Audit - The parties anticipate that certain price data may fluctuate during the Contract term, and that new pricing will be posted in a timely manner. When no longer current, historical pricing information must be archived and retained for a twelve month period by the Contractor, at Contractor’s place of business at its sole cost and expense. Archived data must be retained in a manner which renders it electronically accessible on-line by the Comptroller, OGS and/or Authorized Users for the purpose of auditing payments under the Contract. While the Contractor is not required to maintain this information as live data at Contractor’s web site, it may choose to do so or may permit access by remote log-on to a dedicated PC, or any other similar means. At the end of each twelve month period, the Contractor shall either electronically archive the information in a manner which allows the Comptroller, OGS and/or Authorized Users to continue to access the information; or electronically transmit the information to the requestor. This does not relieve the Contractor from any audit requirements imposed by Appendix A, Clause 10, nor does it shorten the retention periods for information stated therein. In addition, annual audits of the information posted at Contractor's web site may be conducted by OSC, or by an independent auditor at Contractor's expense. The independent auditor shall be selected by: (1) Contractor forwarding three proposed firms acceptable to Contractor to the Comptroller and/or OGS, And (2) the State making the final selection of the auditor used from that pool. C. Site Changes - Contractor must provide OGS with written notice of any change in URL or other information needed to access the site and/or maintain the link. Contractor hereby consents to a link to the Contractor’s site from the OGS site in order to facilitate access to Contract information. The establishment of the link is provided solely for convenience in carrying out the business operations of the State. OGS has the right to terminate or remove a link at any time, in its sole discretion and without advance notice, or to deny a future request for link. OGS will provide Contractor with subsequent notice of link termination or removal. D. Responsibility for Content - Contractor is solely responsible for administration, content, intellectual property rights and all materials at Contractor’s web site including Contractor’s NYS Contract page, or pages. Contractor is solely responsible for its actions and those of its agents, employees, or assigns, and agrees that neither it, its agents, employees, or assigns has any authority to act or speak on behalf of the State or OGS. Contractor’s NYS Contract page, or pages, must list each and every Product and Service which has been approved for sale under this NYS Contract, whether such Product/Service is furnished directly by Contractor or in combination with or solely by approved Resellers, and must provide the contract ceiling prices set forth in Appendices C and D for each such Product/Service. Contractor may also provide “links” from the Contractor’s NYS Contract pages to the web sites of Resellers participating under the contract. Where Products and services are offered from multiple sources (Contractor and/or one or more Resellers), Contractor’s NYS Contract page or pages should first list category of service, and second all multiple sources approved to provide that service under the contract. The State reserves the right, at any time during the Contract term, in the alternative to require the Contractor to host all pricing information at its site (including Reseller(s) pricing), or to require, as a condition of continued Reseller participation, Reseller to have an operational on-line Configurator if applicable at Resellers' site in accordance with the requirements of paragraph F, below. On-line Price Configurator - It is optional for the Contractor to offer an operational on-line Configurator at the contract web site at the start of the Contract term and thereafter throughout the Contract term. If offered, Configurator shall meet the following requirements: the Configurator must incorporate the pricing for all Product and Service offering approved under Appendices C and D; the on-line Configurator may only configure options, Products, and pricing data for Products and services which have been approved for sale under the NYS Contract. Directions and assistance in using the Configurator and web site in general must be available at entry. This Configurator must enable Authorized Users to: (1) view the options available for the type of Product(s) or service(s) requested; (2) fully configure a system or to search and find Products under the approved contract list. Information about payment, shipping, delivery and special pricing should be available. Users should have the option of printing their "shopping cart" choices; and for those users, who are positioned to do so, an option for on-line secure ordering should also be available

INTERNET ACCESS TO CONTRACT & PRICING INFORMATION. It is the intention of the parties to facilitate access by Authorized Users to contract offering and pricing information primarily electronically via the Internet. To that end, OGS’s web site shall host and update the Contract terms and conditions throughout the Contract term. The Contractor is required to host the complete Contract, ceiling pricing and Product offerings at Contractor’s Internet site, at Contractor’s sole expense, including all subsequent changes in the Contract offerings (adds, deletes, price revisions) throughout the Contract term. Contractor may not password protect or otherwise restrict access to the site. This Contract, and Contractor’s NYS Contract page, or pages required by this agreement, constitute public documents under the laws of the State of New York and Contractor cannot restrict access (e.g., through use of restrictive technology or passwords) to the contract terms and conditions, or data, or records, and or information required to be maintained by the Contractor for the State. Data Mining - Prohibited use of data and information collected by Contractor at Contractor’s NYS Contract page, or pages. If, in addition to the data, or records, and or information required by this contract to be maintained by Contractor for the State, Contractor also electronically stores, collects or maintains other data, or records, or information, acquired by Contractor during access to the Contractor’s NYS Contract page, or pages, (maintained by Contractor at Contractor’s web sites), such other acquired data or records, and or information, shall only be used internally by Contractor for the purpose of implementing or marketing the State contract, and shall not be disseminated to third parties or used for other marketing purpose. A. Warranty - Contractor warrants and represents that contract and related information will be accurately and completely posted, maintained and displayed in an objective and timely manner which renders it clearly distinguishable from other, non-contract offerings at Contractor’s web site. Contractor may only post Product or Service offerings, including Product SKU’s and part numbers, at the OGS centralized contract web page which have been approved for sale under the Contract. Contractor shall indemnify the Authorized Users for damages resulting from errors or inaccuracies in such information, or from any failure to maintain or timely post contract information in accordance with this paragraph. B. Price Data Retention & Audit - The parties anticipate that certain price data may fluctuate during the Contract term, and that new pricing will be posted in a timely manner. When no longer current, historical pricing information must be archived and retained for a twelve month period by the Contractor, at Contractor’s place of business at its sole cost and expense. Archived data must be retained in a manner which renders it electronically accessible on-line by the Comptroller, OGS and/or Authorized Users for the purpose of auditing payments under the Contract. While the Contractor is not required to maintain this information as live data at Contractor’s web site, it may choose to do so or may permit access by remote log-on to a dedicated PC, or any other similar means. At the end of each twelve month period, the Contractor shall either electronically archive the information in a manner which allows the Comptroller, OGS and/or Authorized Users to continue to access the information; or electronically transmit the information to the requestor. This does not relieve the Contractor from any audit requirements imposed by Appendix A, Clause 10, nor does it shorten the retention periods for information stated therein. In addition, annual audits of the information posted at Contractor's web site may be conducted by OSC, or by an independent auditor at Contractor's expense. The independent auditor shall be selected by: (1) Contractor forwarding three proposed firms acceptable to Contractor to the Comptroller and/or OGS, And (2) the State making the final selection of the auditor used from that pool. C. Site Changes - Contractor must provide OGS with written notice of any change in URL or other information needed to access the site and/or maintain the link. Contractor hereby consents to a link to the Contractor’s site from the OGS site in order to facilitate access to Contract information. The establishment of the link is provided solely for convenience in carrying out the business operations of the State. OGS has the right to terminate or remove a link at any time, in its sole discretion and without advance notice, or to deny a future request for link. OGS will provide Contractor with subsequent notice of link termination or removal. D. Responsibility for Content - Contractor is solely responsible for administration, content, intellectual property rights and all materials at Contractor’s web site including Contractor’s NYS Contract page, or pages. Contractor is solely responsible for its actions and those of its agents, employees, or assigns, and agrees that neither it, its agents, employees, or assigns has any authority to act or speak on behalf of the State or OGS. Contractor’s NYS Contract page, or pages, must list each and every Product and Service which has been approved for sale under this NYS Contract, whether such Product/Service is furnished directly by Contractor or in combination with or solely by approved Resellers, and must provide the contract ceiling prices set forth in Appendices C and D for each such Product/Service. Contractor may also provide “links” from the Contractor’s NYS Contract pages to the web sites of Resellers participating under the contract. Where Products and services are offered from multiple sources (Contractor and/or one or more Resellers), Contractor’s NYS Contract page or pages should first list category of service, and second all multiple sources approved to provide that service under the contract. The State reserves the right, at any time during the Contract term, in the alternative to require the Contractor to host all pricing information at its site (including Reseller(s) pricing), or to require, as a condition of continued Reseller participation, Reseller to have an operational on-line Configurator if applicable at Resellers' site in accordance with the requirements of paragraph F, below. On-line Price Configurator - It is optional for the Contractor to offer an operational on-line Configurator at the contract web site at the start of the Contract term and thereafter throughout the Contract term. If offered, Configurator shall meet the following requirements: the Configurator must incorporate the pricing for all Product and Service offering approved under Appendices C and D; the on-line Configurator may only configure options, Products, and pricing data for Products and services which have been approved for sale under the NYS Contract. Directions and assistance in using the Configurator and web site in general must be available at entry. This Configurator must enable Authorized Users to: (1) view the options available for the type of Product(s) or service(s) requested; (2) fully configure a system or to search and find Products under the approved contract list. Information about payment, shipping, delivery and special pricing should be available. Users should have the option of printing their "shopping cart" choices; and for those users, who are positioned to do so, an option for on-line secure ordering should also be available