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Terms and Conditions
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This Hennepin County Supplier Portal User Agreement ("User Agreement" or "HCSPUA") is between Hennepin County, State of Minnesota, ("County") and "Vendor" (as that term is defined herein).
The parties acknowledge and agree as follows:
By clicking "Submit" and finalizing your registration in the Supplier Portal, you represent and warrant that (i) the registration information that you provided regarding the Vendor, including but not limited to the Vendor's legal business name, address, and Tax Identification Number is accurate and true (said business shall be referred to as "Vendor"); and (ii) you are duly authorized to act on behalf of Vendor. In accordance with that authority, by clicking "Submit," you agree to submit this HCSPUA, along with the registration information, electronically on behalf of Vendor. Further, you acknowledge and agree that providing the registration information, identifying yourself as someone authorized to act on behalf of the Vendor and clicking "Submit" manifests your intent to electronically sign this HCSPUA and that said electronic signature is thereby attached to and logically connected with this HCSPUA. The Supplier Portal enables users to submit responses to solicitations, including the uploading of documents in support of your responses and to provide information through data entry into the Supplier Portal. The timing of such submissions, including document transfer, if any, is captured by the Supplier Portal, not your own computer or network clock. If you submit information via the Supplier Portal, in any form, you may do so on the condition that what you submit is not obscene, illegal, threatening, or defamatory and so long as what you submit does not invade the privacy or infringe the intellectual property of a third party. Further, you agree not to submit software viruses, mass mailings, chain letters, or any form of spam. You agree not use a false e-mail address, impersonate any person or entity, or otherwise mislead the county as to the origin of the information. When submitting responses, you agree that they will remain valid for the minimum time period required by the solicitation.
By submitting information in any form, you grant the County a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to reproduce, use, modify, publish, adapt, translate, create derivative works from, distribute, and display such content throughout the world in any media, unless it is appropriately marked as proprietary information. By submitting information, you also represent and warrant that the content is accurate; you own or have permission to use the content that you submit; and that use of the content will not cause injury to any person or entity. Vendors may use the "My Categorizations" feature which is meant to provide certain efficiencies and conveniences. However, identifying your categories during the registration process does not guarantee that the Vendor will receive all relevant bids and does not relieve any interested Vendor of the responsibility to locate opportunities or comply with the County's procurement process and requirements. An understanding of the system's capabilities and limitations is the key to a correct and successful transaction and to successful notification of solicitations that you wish to receive. The County is not responsible or liable, and you may not receive email notifications of the actual opportunities you seek, and your transaction may not be processed if:
a. you submit inaccurate, incomplete or overly narrow data or information in your subscriber profile;
b. you fail to modify and correct such inaccurate, incomplete, overly narrow or outdated information;
c. you enter, maintain or fail to update erroneous or outdated email address(es) and contact information including subscriber name, taxpayer identification number, address and telephone number;
d. you rely solely on County email notifications which require an exact match between the category assigned by the County to the opportunity and those in your supplier/bidder profile; or
e. you have technical problems, including those with your computer, network or internet service provider (ISP), which cause e-mail communications (sent to/from your computer, network or ISP) to be lost or rejected by any means including email or spam filtering problems with your ISP, computer or computer network. Consequently, Vendors are responsible for:
a. entering information accurately and confirming it before submitting it;
b. maintaining accurate and current information through the profile capability;
c. monitoring email inbox(es) for communications from the County; and
d. ensuring that your network and mail service treat messages from hennepin.us and supplierportal@hennepin.us as "friendly" or "not junk/SPAM,"
e. ensuring that your computer, network and ISP are not encountering any problems, including but not limited to those described above;
f. utilizing the www.hennepin.us/contractopportunities website to locate opportunities posted outside your profile or to locate any opportunity when your sign-in (e.g., forgotten login credential) or email inbox is inaccessible. Users shall strictly comply with the following:
a. User shall access, use and control the Supplier Portal in compliance with the terms of this HCSPUA;
b. Users shall not share or distribute Supplier Portal authentication information, usernames or passwords ("credentials") with any third-party or otherwise allow a third-party to access the Supplier Portal using user's credentials;
c. User shall secure and safeguard the access to the credentials in the same manner that user secures and safeguards Vendor's other passwords and critical or confidential information; and
d. Vendor shall not access the Supplier Portal by any means other than as provided and directed by County including but not limited to scraping, robots, wanderers, crawlers, spiders, etc. (as those terms are commonly used and understood in the information technology industry). Vendor acknowledges, understands and agrees as follows:
a. County is providing the Supplier Portal as an unsupported service, (an email address is available to which questions can be sent; however, the County does not guarantee that questions will be answered prior to the stated end date; a helpdesk phone number is also available; however, the County does not guarantee that questions will be answered or issues resolved prior to the stated end date);
b. County does not provide any warranties regarding the fitness for any use, accuracy or performance of the Supplier Portal;
c. Supplier Portal system requirements are subject to change without notification;
d. Vendor is solely responsible for implementing the technology necessary to access the Supplier Portal;
e. Vendor is accessing the Supplier Portal at Vendor's own risk. Data sent and received is not encrypted and may be viewed or intercepted by others;
f. County may terminate Vendor's access to the Supplier Portal at any time;
g. Nothing herein is intended to nor shall be construed as pre-qualifying Vendor as a bidder or as guaranteeing that Vendor will be awarded any contract. Subject to the provisions herein, County grants Vendor a limited, revocable, non-exclusive, royalty-free license to access and use the Supplier Portal for the purpose of submitting responses to County solicitations. Except as expressly provided herein, Vendor shall not acquire any right, title or interest in or to the Supplier Portal. Vendor and County shall comply with all applicable federal, state and local statutes, regulations, rules and ordinances currently in force or later enacted including but not limited to Minn. Stat. §383B5, the Uniform Municipal Contracting Law, Minn. Stat. §471.345 and the Minnesota Government Data Practices Act, Minnesota Statutes, chapter 13 (MGDPA) and all other applicable state and federal laws, rules, regulations and orders relating to data privacy or confidentiality. County may terminate this HCSPUA at any time and for any reason, including but not limited to County's assertion that Vendor is not complying with any term in this HCSPUA. In no event shall County be liable for any damages, including but not limited to direct, special, consequential or exemplary damages, related to use of the Supplier Portal, Vendor's actual, attempted or failed submission of responses by and through the Supplier Portal, or County's administration and compliance with the terms of this HCSPUA. Except as directed by County, user shall not use the term "Hennepin County," or any derivative thereof in user's advertising, external facing communication and/or marketing, including, but not limited to advertisements of any type or form, promotional ads/literature, client lists and/or any other form of outreach, without the written approval of the Hennepin County Public Affairs/Communications Department, or their designees.
User and County intend that this HCSPUA will not benefit or create any right or cause of action in or on behalf of any person or entity other than the parties.
The laws of the state of Minnesota shall govern all questions and interpretations concerning the validity and construction of this HCSPUA and the legal relations between the parties and their performance.
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