Términos y condiciones de los proveedores

CivicMarketplace, Inc.

Address: 5900 Balcones Drive #26341, Austin, TX 78731

Phone: 512.882.7804

Email: [email protected]

Supplier Services

The CivicMarketplace platform provides services consisting of the use of the hosted software platform designed to connect suppliers, including, but not limited to, vendors, distributors, or other similar service providers (each of the foregoing a “Supplier”) with local governments, other public agencies or their cooperatives (each of the foregoing an “Agency”) that participate in cooperative purchasing programs (the “Services”). The Services, as applicable to Suppliers, includes the following functionality:

Public Agency Visibility & Lead Generation:

1. Listing in the CivicMarketplace vendor directory accessible to verified government buyers.
2. Participation in posted opportunities relevant to your product or service categories.

Cooperative Contract Promotion:

1. Ability to associate existing cooperative contracts with your profile for buyer visibility.
2. CivicMarketplace highlights contract eligibility to buyers, increasing piggybacking opportunities.

Agency Outreach Tools:

1. Tools to express interest in posted procurement needs or requests for information.
2. Metrics on profile views, agency engagement, and saved opportunities.

Profile Management & Compliance Signals:

1. Display of company qualifications, diversity certifications, government experience, and capabilities.
2. Ability to update business details and documentation in a centralized dashboard.

Analytics & Intelligence (Optional Add-On in the future):

1. Insights into agency engagement trends, market positioning, and recommendations for agency targeting.
2. Alerts for upcoming procurement opportunities and forecasted agency needs.

Service Disclaimer

CONTRACTS AWARDED BY AGENCIES TO SUPPLIERS ARE PURSUANT TO SUCH AGENCY’S OWN PROCUREMENT RULES (THE “SUPPLIER-AGENCY CONTRACTS”). CIVICMARKETPLACE IS NOT A PARTY TO THE SUPPLIER-AGENCY CONTRACTS AND MAKES NO GUARANTEES THAT ANY SUPPLIER-AGENCY CONTRACT WILL BE AWARDED TO CUSTOMER. CUSTOMER REMAINS SOLELY RESPONSIBLE FOR ITS OBLIGATIONS UNDER SUCH SUPPLIER-AGENCY CONTRACTS. CIVICMARKETPLACE DOES NOT CONTROL, ENDORSE, OR GUARANTEE, AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR, THE ACTS, OMISSIONS, DATA, SERVICES, PERFORMANCE, OR FAILURES OF ANY AGENCY OR ANY THIRD PARTY. CUSTOMER’S FAILURE TO COMPLY WITH THE SUPPLIER-AGENCY CONTRACT FACILITATED BY THE SERVICES CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT.

Fees

Program Fees

Some Supplier-Agency Contracts include a program, participation or other similar fee (the “Program Fee”) set by the applicable Agency and governed by the terms of the applicable Supplier-Agency Contract. CivicMarketplace may be authorized by the Agency to invoice and collect payment of the Program Fee pursuant to CivicMarketplace’s agreement with such Agency. The Customer agrees that such Program Fee payment will be pursuant to (i) the terms set forth on an invoice from CivicMarketplace, (ii) the Supplier-Agency Contract or (iii), if no other terms are outlined, the payment terms outlined below or set forth in the Agreement. Failure to pay the Program Fee (if applicable) shall be a material breach of this Agreement. For the avoidance of doubt, where a purchase or transaction is made under a Supplier-Agency Contract that is subject to a Program Fee, such Program Fee shall supersede the Administrative Fee and shall be the sole fee payable to CivicMarketplace in respect of that purchase or transaction, and no Administrative Fee shall apply to it.

Administrative Fees

If a Customer, as a Supplier, is awarded a Supplier-Agency Contract by a public agency through Customer’s use of the Services as demonstrated through a Documented Interaction (other than a purchases made under a cooperative contract subject to a Program Fee, as described above), Customer agrees to pay CivicMarketplace an administrative fee on the amounts actually invoiced by Customer to the applicable Agency under such Supplier-Agency Contract, at the applicable rate set forth in CivicMarketplace’s supplier fee (the “Supplier Fee Schedule” and such fees, the “Administrative Fee”). The Supplier Fee Schedule may be updated from time to time as further described in the Supplier Fee Schedule. CivicMarketplace will invoice Customer for the applicable Administrative Fee on a monthly basis, based on amounts reported by Customer or transmitted through the Services, as such amounts are invoiced by Customer to the applicable Agency. For purposes of this section, a “Documented Interaction” means any of the following occurring through the Services: (i) a quote request sent to, or a quote submitted by, the Supplier; (ii) a message exchange between the Agency and the Supplier; (iii) an introduction or referral made by CivicMarketplace; or (iv) an Agency's access to the Supplier's contact details. The Administrative Fee shall apply to Supplier-Agency Contracts entered into within twelve (12) months after the most recent Documented Interaction between the applicable Agency and the Supplier. CivicMarketplace reserves the right to determine attribution based on Documented Interactions.

Customer shall report all awarded Supplier-Agency Contracts and corresponding invoiced amounts on a monthly basis via the CivicMarketplace platform. Reports are due within fifteen (15) days after the end of each calendar month. CivicMarketplace reserves the right to audit engagement data and reported amounts to ensure accuracy and compliance. If Customer fails to submit a monthly report when due, CivicMarketplace may issue an estimated invoice based on platform data and/or the trailing three (3) months' reports, subject to true-up upon receipt of Customer's actual report. If Customer fails to submit reports for two (2) or more consecutive months, CivicMarketplace may suspend Customer's account and access to quote opportunities until Customer cures such failure by submitting all outstanding reports. If an audit reveals under-reporting of invoiced amounts in excess of five percent (5%), Customer shall bear the reasonable costs of such audit in addition to the shortfall amount and any applicable interest.

If any amounts previously reported by Customer and paid to CivicMarketplace are subsequently credited, cancelled, or written off as uncollectible after commercially reasonable collection efforts by Customer, Customer may request a credit against Administrative Fees by providing CivicMarketplace with reasonable supporting documentation demonstrating that such amounts were credited, cancelled, or written off. Upon CivicMarketplace's review and approval (not to be unreasonably withheld), CivicMarketplace shall deduct such amounts from Customer's next monthly invoice and issue a corresponding credit against Administrative Fees owed.

Premium Intelligence Services.

CivicMarketplace may offer premium intelligence services to Suppliers as an optional upgrade in the future. These services may include access to Agency engagement data, procurement forecasts, and targeted opportunity insights. Any such services will be subject to additional fees as will be defined and issued via a separate order form.

Term

The “Platform Term” shall be the successive periods including (a) the Initial Term, and (b) each Renewal Term (if any). The "Initial Term" shall commence on the Effective Date (defined below) and expire twenty-four (24) months thereafter. Following the Initial Term, these Platform Terms will automatically renew for successive twelve (12) month periods (each a “Renewal Term”), which shall automatically commence on the expiration of the Initial Term or then-current Renewal Term (if applicable), unless either party gives the other party notice of non-renewal at least ten (10) days prior to the end of the Initial Term or then-current Renewal Term (if applicable). Notwithstanding the foregoing, Customer may terminate these Platform Terms after the Initial Term at any time by giving 3-months notice.

Payment Terms (as applicable)

• Customer shall report and pay Administrative Fees in accordance with the reporting obligations and payment terms set forth in the Fees section above. Unless otherwise specified, all invoiced amounts are due and payable within thirty (30) calendar days of the invoice date.
• Payments may be made via:
  • ACH (Automated Clearing House) transfer
  • Credit card
  • Debit card
  • Other electronic payment methods supported by Stripe, including Apple Pay, Google Pay, and bank debits (where available)

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By accepting these supplier platform terms (the “Platform Terms”), you, as a Supplier, are creating a legally enforceable contract where you, as a Supplier (or the entity you represent or for which you are authorized to use the Services, collectively, “Customer”), agree to be bound, as of the date you agree to these Platform Terms (the “Effective Date”), by the terms and conditions of (i) these Platform Terms, (ii) any order forms previously or subsequently entered into by the parties, and (iii) CivicMarketplace’s Terms of Service, which are located at [https://www.civicmarketplace.com/legal/suppliers-t-c], and all of which are in each case hereby incorporated by reference (collectively, the “Agreement”). This Agreement contains, among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form unless such terms are signed by the parties and expressly state that those terms are intended to supersede or control over this Agreement.