Marketplace Terms of Use

Welcome to Unison Marketplace, the full-service online marketplace proven to optimize how governments, businesses and educational institutions buy the goods and services they need to keep their organizations running. In order to help make our Web Site a secure environment for government and business entities to buy and sell Commercial items, all users of our service are required to accept and comply with these Terms of Use.

The Terms of Use explain the contractual agreement between You and Unison Marketplace regarding Your use of the Web Site and Unison Marketplace’s facilitation of any Services provided. The Web Site is an Independent Venue for Buyers and Sellers to exchange Information and to establish an electronic marketplace for Commercial Items. Unison Marketplace does not endorse or approve of any particular Commercial Items, or any particular Buyer or Seller. (Please note that the sale of used or refurbished products is prohibited, unless specifically requested in writing from the Buyer.)

If You have any questions regarding these Terms of Use, please contact MarketplaceSupport@unisonglobal.com. Unison Marketplace may amend these Terms of Use at any time by posting the amended Terms of Use on the Web Site. The amended Terms of Use shall be effective upon the effective date indicated in such notice or posting. We may add, delete or modify the Services in our sole discretion, at any time.

Definitions

Unison Marketplace’s Terms of Use contains certain words or terms that have specifically defined meanings. Those words, known as defined terms, are denoted through the capitalization of their initial letters throughout the Terms of Use, or in sections containing words consisting of all capital letters, through bolded font. The meanings of all defined terms used herein are set forth exclusively in the “Definitions” section or elsewhere in the Terms of Use, and no other meaning will apply to those terms. Many of the defined terms appearing in the Terms of Use are listed below in alphabetical order:

Active Target Price (ATP) means the mechanism available to the Buyer that enables the Buyer to establish a price-point that must be underbid before a Seller will receive a LEAD Status. (NOTE: ATP is usually based on a published catalog price or valid market research and is not visible to Sellers. Unison Marketplace reserves the right to remove an ATP when, in Unison Marketplace’s sole discretion, such ATP is materially inaccurate or violates the integrity of the Unison Marketplace.)

ActivityCard® means the Web Site feature that compiles Seller activity metrics based on the Seller’s use of Unison Marketplace.

Attachments mean electronic files, either posted by Buyers, statements-of-work (SOWs) or other aspects of a Solicitation or posted or otherwise submitted by Sellers as part of or to supplement their Bid. Attachments may include narratives, forms, and drawings in various document file types including Microsoft Word (.doc), Microsoft Excel (.xls), Microsoft PowerPoint (.ppt), and Adobe (.pdf).

Authorization Number means the identification number that represents the issuance of an Order from the Buyer to the Selected Seller. (NOTE: Typical Authorization Numbers are contained in: purchase orders, requisitions, or purchase/credit card authorizations.)

Best Price means the Ranking Criterion that ranks Sellers based exclusively on price.

Bid means the Price when responding to a Request for Quote, Invitation for Bid, or a Request for Proposal. Partial Bids are not permitted under a Reverse eAuction and will be removed from the Web Site.

Bid Decrement means the requirement, as established by the Buyer for an individual Solicitation, which dictates the minimum reduction in price between a Bid and the subsequent re-Bid submitted by a specific Seller.

Bid Price means the cumulative dollar amount, including Shipping Costs and Unison Marketplace Fees.

Process means that overall process by which the Solicitation takes place on the Web Site, as described in the “Solicitation Process” section of the Terms of Use.

Status means the position of a Seller throughout the Solicitation process relative to other Sellers or Active Target Price (ATP), and includes the following identifiers:

• LEAD means that a Bid is in the lead position at a specific moment in time during the Solicitation process;
• LAG means that a Seller is NOT in the lead position at a specific moment in time during the Solicitation process and may be lagging to a competitor and/or an Active Target Price (ATP).
• LEAD – Pending Selection means that a Seller is in the lead position once the Solicitation process has ended, but is awaiting the Buyer’s award or cancellation decision;
• LAG – Pending Selection means that a Seller is NOT in the lead position once the Solicitation process has ended; and that it may be lagging to competitor and/or an Active Target Price (ATP) but is awaiting the Buyer’s award or cancellation decision.
• Selected means that the Buyer has chosen the awardee based on the Solicitation evaluation criteria and the Buyer intends to issue an Order.
• Not Selected means a Seller that does not represent the best value to the Buyer.
• Cancelled means that the Buyer has withdrawn the Solicitation from Unison Marketplace, with the right to RePost a modified Solicitation or end it permanently.

Bid Review means the effort of Unison Marketplace to verify and/or confirm Seller’s compliance with the Buyer’s Solicitation. Any objective compliance issues are communicated to the Buyer. This information is solely for the Buyer’s reference as he or she conducts their own due diligence. Unison Marketplace itself is not involved in any award decisions.

Buy means a Solicitation. Individual Buys are identified by a unique Buy number.

Buyer means a governmental, educational, or business entity or authorized representative of such entity that utilizes the Services to purchase Commercial Items from Sellers.

Commercial Items means products or simple services, typically as defined in the FAR at 48 CFR 2.101, solicited by Buyers from Sellers on the Web Site. The sale of used or refurbished products is prohibited, unless specifically requested in writing by the Buyer. The sale of “gray market goods”, defined as goods sold through distribution channels not authorized by the manufacturer of the goods, is prohibited.

Due Diligence means the effort of the Buyer to confirm the Seller’s compliance with the Solicitation and to determine which Seller represents the best value.

Unison Marketplace means the providers of Unison Marketplace® online procurement services through the Services, and said providers’ employees, agents, subcontractors, successors, officers, directors, stockholders, assigns, subsidiaries and affiliates.

Unison Marketplace Authorized Agent means the party authorized by Unison Marketplace to receive payment of the Unison Marketplace Fee.

Unison Marketplace Fees means fees applied to the transaction by Unison Marketplace, including the Transaction Fee or Savings Share, as well as any subscription and/or per-event management fees, as determined by the Buyer. Only the Selected Seller incurs Unison Marketplace Fees, which must be received by Unison Marketplace or the Unison Marketplace Authorized Agent by the Payment Due Date. Sellers not selected do not incur any Unison Marketplace Fees. Failure to remit the entire Fee to Unison Marketplace in a timely manner as defined by the Terms of Use constitutes fraudulent conversion. Unison Marketplace has a zero tolerance for fraudulent conversion. Sellers refusing to make timely and accurate payment to Unison Marketplace will be referred to the respective Office of the Inspector General for investigation. Furthermore, Unison Marketplace’s contract with the General Services Administration (GS-35F-0752R) includes this payment term. Agencies may invoke any remedies within their discretion to cure contractor deficiencies, to include making recommendations for debarment or suspension.

SAM Contract Opportunities (formerly FedBizOpps (FBO)) means a single point of entry for U.S. federal government Buyers to publish, and for Sellers to find, posted U.S. federal government business opportunities across departments and agencies See Part 5 of the Federal Acquisition Regulation.

Flagged Seller means a Selected Seller that incurs an ActivityCard Seller Activity Note from the Buyer due to the Selected Seller’s materially problematic performance under an Order.

Independent Venue means an established commercial entity that neither exerts nor proposes to exert influence to solicit or obtain contracts for the Commercial Items solicited by Buyers or offered by Sellers through the Web Site.

Information includes any information provided to Unison Marketplace or others by You or to You by Unison Marketplace or others during registration, participation, payment or other use of the Services. Information includes, but is not limited to, data contained in product catalog content from Sellers, Solicitations, Bids, Registration Information, ActivityCard Information, About Seller Information, Orders and descriptions of Commercial Items, all of which may include company names, addresses, phone numbers, e-mail addresses and other information, including personally identifying information that can be used to distinguish or trace an individual’s identity or other personal details.

Late Bid means any Bid received through the Web Site after the expiration of the Buy process as specified in the Solicitation and as determined by the Web Site system clock.

No Bid means the Seller’s notification to the Buyer communicating the Seller’s decision not to participate on a Solicitation.

Non-Price Factors means the evaluation criteria as stated within the solicitation used by the Buyer to perform and evaluate non-price factors identified in the solicitation such as technical and past performance.

Order means a document issued by a Buyer to a Seller, indicating types, quantities, and agreed prices for products or services the seller will provide to the buyer.

Partial Bid means a bid submitted by a Seller through the Marketplace, which cannot be considered for award since it fails to price all line items in a Solicitation. To maintain the integrity of a Solicitation, Partial Bids are not permitted in a Reverse eAuction and will be removed from the Web Site.

Payment Due Date means the date for transactions, sixty (60) days after the date of the invoice sent by Unison Marketplace to Selected Seller, by which Unison Marketplace must receive from the Selected Seller all Unison Marketplace Fees. Failure to remit the entire Fee to Unison Marketplace in a timely manner as defined by the Terms of Use constitutes fraudulent conversion. Unison Marketplace has a zero tolerance for fraudulent conversion. Sellers refusing to make timely and accurate payment to Unison Marketplace will be referred to the respective Office of the Inspector General for investigation. Furthermore, Unison Marketplace’s contract with the General Services Administration (GS-35F-0752R) includes this payment term. Agencies may invoke any remedies within their discretion to cure contractor deficiencies, to include making recommendations for debarment or suspension.

Registration Information includes company names, addresses, Tax ID or EIN, DUNS numbers, phone numbers, e-mail addresses and any other information required to become a Subscriber.

RePost means that a previously posted Solicitation has been Cancelled and posted a new Solicitation.

Reverse eAuction (or Auction) means a web-based auction process that allows Buyers to solicit and collect Bids from Sellers for Commercial Items in real-time by posting requirements and receiving decreasing incremental Bids from Sellers.

Selected Seller means a Bid submitted by a Seller in response to a Solicitation which represents the best value.

Seller means a business, educational, or governmental entity or authorized representative or agent of such entity, including an authorized reseller or subcontractor, that utilizes the Services to sell Commercial Items to Buyers.

Seller Activity Note means the notice submitted by a Buyer containing information regarding the Flagged Seller’s performance under an Order. The Seller Activity Note authorizes Unison Marketplace to make the Buyer’s contact Information available to the Flagged Seller and to other Buyers considering the Flagged Seller for future awards, allowing those Buyers to contact the submitting Buyer to inquire regarding the relevant performance issue. Unison Marketplace reserves the right to submit a Seller Activity Note to a Flagged Seller’s ActivityCard for failure to remit fees associated with an award.

Services means the Unison Marketplace® online procurement services, including Solicitation services, and all associated activities and transactions, conducted through and in conjunction with the Web Site.

Specifications means ALL attributes associated with a Solicitation including but not limited to: Seller type, end date, end time, total Bid decrement, Bid Information, contract Information, options, shipping Information, Bid term(s), solicitation instructions, line item(s), and all referenced or inferred regulations and/or all referenced ancillary Information/documents.

Subscriber or You means an employee, representative, agent and/or contractor of a business or government agency that is authorized to form legally binding contracts under applicable law on behalf of such business and/or governmental agency or entity and registers with, and is accepted by, Unison Marketplace for access to the Services as a serious Buyer or Seller subject to these Terms of Use.

Terms of Use means all of the terms and conditions provided herein.

Transaction Fee means a fee charged by Unison Marketplace to the Selected Seller. Transaction Fees are variable pursuant to Unison Marketplace’s Pricing Policy, which is based on the category of Commercial Items sold or the volume or other commitment of a Subscriber.

Virus means viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal Information.

Web Site means the web site at www.UnisonMarketplace.com and all associated online web sites through which Services are provided

User Authorization, Representations and Warranties

By accepting these Terms of Use, Buyers certify that they have the required power and authority to solicit and select Bids, issue Orders and make payment and will post only Solicitations that are within their formal purchasing authority, whether through a warrant authority for purchase orders or through applicable purchase/credit card authority, and Sellers certify that they have the required power and authority to submit Bids, accept Orders and deliver Commercial Items pursuant to an Order. Failure to comply with this provision may result in suspension or revocation of some or all of Your privileges to access the Services. In addition, each commercial Subscriber severally represents and warrants that: (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has full corporate or company power and authority to agree to these Terms of Use; ii) it has taken all corporate or company action necessary to authorize its performance of all of its obligations hereunder; and (iii) and it is not relying on any legal or other advice, promises, inducements, or representations by Unison Marketplace other than those specifically provided herein.

Eligibility and Registration

The Services are available only to Subscribers. Unison Marketplace may refuse the Services to any person or any entity at any time, in Unison Marketplace’s sole discretion. Subscribers must provide current, complete and accurate Registration Information, and update the Registration Information as required to ensure its completeness and accuracy. Unison Marketplace will evaluate the submitted registration form in good faith and will notify the registrant in a timely manner regarding Unison Marketplace’s acceptance or rejection of the registration form. Upon receipt of notification of Unison Marketplace’s acceptance of a Seller’s registration form, the Seller may request to execute a proprietary data protection agreement with Unison Marketplace. Unison Marketplace may reject a submitted registration form if it determines in its sole discretion that the registrant is not qualified to be a Subscriber.

Limited Access

Once registered as a Subscriber, subject to the terms and conditions of these Terms of Use, Unison Marketplace hereby grants You a revocable, nontransferable, nonexclusive right to use the Services solely through the Web Site. Without limiting the foregoing or expanding any of Your rights hereunder, You agree that You will not republish, reproduce, or distribute any of the Information or make any use of the Information in a manner that would circumvent the Web Site, or allow a third party to have access to the Information or to the Services, except as required by contract or applicable law. In addition, You will be responsible for providing all communication lines, telephone/transmission services and all equipment and technology necessary for You to access and use the Services. The foregoing right has been granted to You subject to Your agreement to abide by these Terms of Use as well as with any other rules, procedures, terms, and conditions that may be associated with a Solicitation or published or displayed from time to time by Unison Marketplace on the Web Site. Failure to comply with these Terms of Use may result in suspension or revocation of some or all of Your Unison Marketplace access privileges.

Intellectual Property

The Web Site, its content (except for third-party content) and all intellectual property rights included therein (including but not limited to copyrights, trademarks and service marks) are privately owned or licensed and all right, title and interest therein shall remain the property of the owners, licensors, their licensees, successors and assigns thereof. Accordingly, You agree that You will not remove any copyright, trademark or other intellectual property or any proprietary notice or legend contained on the Web Site or its content. You will not, and will not permit any third party to (i) copy or duplicate any portion of the Web Site or its contents; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of any of the Services is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Services, or attempt to do any of the foregoing, and You acknowledge that nothing in these Terms of Use will be construed to grant You any right to obtain or use such source code; (iii) modify, alter, tamper with or repair any of the Services, or create any derivative product from any of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of Unison Marketplace; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Services; or (v) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber Your rights herein.

Unison Marketplace Is Only a Venue; Limitation of Liability and Relationship

The Web Site provides an Independent Venue for Sellers to offer and sell Commercial Items and for Buyers to post Solicitations and purchase Commercial Items from Sellers. Unison Marketplace has no control over the quality, safety or legality of the Commercial Items offered and sold, the accuracy of any related content, the ability of Sellers to sell Commercial Items or the actual intent of Buyers to buy Commercial Items. Although Unison Marketplace performs limited due diligence to qualify Sellers and Buyers as Subscribers, Unison Marketplace does not guarantee, nor does it control whether Sellers will complete the sale of Commercial Items they offer or whether Buyers will complete the purchase of Commercial Items for which they have requested Bids. Buyers may submit Solicitations on an anonymous basis. Because Unison Marketplace does not and cannot control the actions of users of the Web Site, in the event that You have a dispute with one or more users, You agree to release Unison Marketplace from any and all claims, demands and damages (actual, direct, indirect, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, such disputes. You also agree to waive the provisions of any state law limiting or prohibiting a general release.

The Marketplace Process

The process is as follows: 1) The Buyer posts a Solicitation; 2) Each Seller reviews the Solicitation and either submits or does not submit a Bid (during the Solicitation process, each Seller may submit multiple Bids). If a Seller has questions or issues about a Buyer’s Solicitation, the Seller must submit a question through the Unison Marketplace system instead of intentionally submitting a partial or non-compliant bid; 3) If Seller submits a Bid, Seller MUST proactively confirm compliance with the Solicitation and comply with all Bid Review or Due Diligence requests, either from Unison Marketplace’s Marketplace Assurance Department or the Buyer; or if Seller chooses not to submit a Bid, Seller may submit a No Bid or not respond; 4) The Buyer reviews Bids, performs Due Diligence, and decides to: i) Cancel the Solicitation , in which case all participating Sellers will be notified, ii) Re-Post the Solicitation with modifications, in which case the Process begins anew, iii) Extend the Buy to allow for additional Bids to be submitted; or iv) Select a Seller, in which case the Buyer enters the Authorization Number into the Web Site, and each party receives the other party’s contact Information; and 5) Those Sellers not selected may view the Selected amount and, as permitted by the Buyer, the identity of the Selected Seller. All Sellers submitting Bids on a Solicitation will compete in the Buy until the Buy process expires as specified in the Solicitation and as determined by the Web Site system clock. Throughout the Process, Unison Marketplace will rank the Bids based on Best Price; however, the Buyer maintains the right to use Non-Price Evaluation Factors. Unison Marketplace will provide Sellers with their Status, consisting of: LEAD or LAG; LEAD-Pending Selection or LAG-Pending Selection; Selected or Not Selected; or Cancelled. If two or more equally priced Bids are submitted, they will be ranked according to time of submission, with the previously submitted equal Bid leading as compared to any subsequently submitted equally priced Bid. Buys shall take place Monday through Friday between 11 a.m. and 5 p.m., Eastern Time, unless otherwise specified by the Buyer. A Buyer is NEVER obligated to complete the transaction, regardless of the status of the Buy, and a Buyer may select any of the participating Sellers in order to obtain the best value in accordance with their contracting authority and applicable rules and regulations; however, the Selected Seller may not retract or cancel its Selected Bid except in the extraordinary event that the Buyer: (a) materially changes the description and/or quantity of the Commercial Items specified in the Solicitation, (b) has materially misrepresented the Commercial Items in the, or (c) a system error has occurred on the Web Site creating an error in the Bid(s) or Solicitation. Unless specified to the contrary in the Solicitation, a Buyer cannot solicit or accept Partial Bids in a Reverse eAuction. Non-compliance with Unison Marketplace’s Process may subject You to negative ratings from Unison Marketplace Subscribers. Unless otherwise stated in the solicitation, bids submitted by sellers in response to a solicitation must be in U.S. Dollars, and must not include any sales tax (state, local or otherwise) or order costs.

Late Bids

No Late Bid will qualify unless specifically authorized by the Buyer. The Web Site will ONLY issue an error message to a Seller at the time the Late Bid is recognized by the Web Site system clock. The Web Site system clock is the only determining authority regarding timing for all systems activities. Sellers are encouraged to submit Bids at the earliest possible time in order to avoid potential transfer issues associated with utilizing the Internet.

Extending the Buy

Buyers may choose to extend the duration of the Buy either before the expiration of the Buy or up to two (2) weeks after the expiration of the Buy. If the Buy is extended before the initial Buy expires, Sellers may continue to submit Bids through the revised expiration period. If the Buy is extended after the initial Buy expires, Sellers may submit additional Bids only after the extended period begins.

Unison Marketplace Fees

Subscribing to Unison Marketplace is free to Buyers and Sellers; however, Unison Marketplace applies a Transaction Fee to all Bids within a Buy and includes the Transaction Fee in the total Bid Price submitted to the Buyer for consideration. Unless otherwise agreed by Unison Marketplace and Buyer, the resulting Unison Marketplace Fee for any Buy is included in the payment from the Buyer to the Selected Seller or the third party for which the Selected Seller is acting as authorized representative or agent. Accordingly, each seller acknowledges and agrees that all unison marketplace fees are the property of unison marketplace and that, as selected seller, it will remit to unison marketplace or, if applicable, the unison marketplace authorized agent, all unison marketplace fees by the payment due date and that failure to do so will result in selected seller being subject to interest payments and other penalties, up to and including collections activity, reporting to credit and other business rating organizations, legal action, and web site access revocation. Unless specifically authorized by Unison Marketplace, Sellers are prohibited from submitting to the Buyer pricing Information related to a Buy except in accordance with the above Process. Such submission may constitute a Transaction by Other Means, as set forth, below, and result in revocation or suspension of some or all of Seller’s Unison Marketplace access privileges. Should Buyer request pricing confirmation from Seller after the Buy ends, Seller must provide the Unison Marketplace Price (which includes the Unison Marketplace Fee) to the Buyer. Should the Seller provide any pricing information other than the Unison Marketplace Price to the Buyer, resulting in exclusion of the Unison Marketplace Fee from Buyer’s Order, Seller will remain liable for full payment to Unison Marketplace of the Unison Marketplace Fee as provided herein. Buyers and Sellers are responsible for paying all expenses associated with conducting their respective businesses, whether selling, participating, or buying through Unison Marketplace or accessing the Web Site. Unison Marketplace retains the right to institute subscription and/or per-event management fees based on written request or authorization from applicable parties. If Unison Marketplace receives notice that, due to inclusion of the Unison Marketplace Fee, the Selected Seller’s line item pricing is higher than the pricing for the same item in the Selected Seller’s applicable (i.e., matching the Contract Type specified by the Buyer in the Solicitation published government contract), the Unison Marketplace Fee will be adjusted to ensure the Selected Seller’s line item pricing does not exceed the Selected Seller’s applicable published government contract pricing. Such notice from the Selected Seller must include either an active link to the applicable published government contract and pricing (e.g. GSA Advantage, etc.) or a copy of the applicable portion of the contract and pricing and should be submitted to marketplacesupport@unisonglobal.com at or before expiration of the Buy Process as specified in the Solicitation and as determined by the Web Site system clock.

Amount Due to Unison Marketplace

Unison Marketplace applies a Transaction Fee to all Bids within a Buy and includes this amount in the total Bid Price submitted to the Buyer for consideration. This Transaction Fee is Buyer funded, Seller remitted. When a contract is awarded using Unison Marketplace results, the awarded contract price is inclusive of the amount due to Unison Marketplace. Upon receipt of payment, the Seller must remit payment to Unison Marketplace.

Net 60 Payment Terms

Once a Buy is awarded, an invoice is generated for the amount and payment is due to Unison Marketplace no later than 60 days after award.

Invoice Modifications

If an invoice from Unison Marketplace needs to be modified, it is the Seller’s responsibility to provide the supporting documentation. The documentation may either be a modified or cancelled PO or email correspondence between the Seller and the Buyer stating the change in the contract. Additional documentation may be acceptable on a case by case basis (i.e. bill of lading, proof of delivery from the buyer, etc.). Please contact invoicing@unisonglobal.com for assistance.

Order Process

The Order Process for transactions is as follows: Once the Selected Seller is notified of the award decision, the Buyer issues to the Selected Seller an Order for the Commercial Items and contacts the Selected Seller to confirm the Order. If the Selected Seller invoices the Buyer, the Selected Seller must adhere to Buyer requirements by ensuring the following: i) All Orders have been delivered in accordance with the terms and conditions of the Order, and ii) All invoice line item descriptions and pricing EXACTLY match the line item descriptions and pricing, including integrated Unison Marketplace Fees, set forth in the Order. Failure to adhere to either of these requirements is disruptive to the Order Process, is a violation of these Terms of Use, and may result in delayed payment, non-payment or a “negative” Seller Activity Note by the Buyer and/or other contractual remedies available to the buyer.

Shipping and Delivery

All Orders placed through Unison Marketplace shall be shipped and delivered in accordance with the Order. A Selected Seller’s failure to ship and deliver in accordance with the Order/Contract may subject such party to negative ratings from Buyers and/or other contractual remedies by the Buyer/Unison Marketplace. In addition, a Selected Seller’s failure to ship and deliver in accordance with the Order resulting in the Buyer’s partial payment or non-payment to the Selected Seller shall not relieve the Selected Seller of its obligation to submit all Unison Marketplace Fees by the Payment Due Date.

General Payment Terms for Standard Payment Process

All Selected Sellers agree to remit to Unison Marketplace or, if applicable, the Unison Marketplace Authorized Agent by the Payment Due Date all Unison Marketplace Fees. Payments received by Unison Marketplace or the Unison Marketplace Authorized Agent after the Payment Due Date are subject to interest penalties in the amount of one and one-half percent (1.5%) per month. If, by the Payment Due Date, Buyer has not remitted payment to the Selected Seller or the third party for which the Selected Seller is acting as authorized representative or agent, and Buyer’s non-payment is not caused by Selected Seller, including Selected Seller’s violation of the terms of the Order or these Terms of Use, the Selected Seller agrees to execute a Non-Payment Certification, provided by Unison Marketplace, which: i) sets forth a description of the award; ii) states that the Buyer, through no fault of the Selected Seller, has not remitted payment to the Selected Seller pursuant to such award; and iii) authorizes Unison Marketplace to obtain from Buyer, and Buyer to provide to Unison Marketplace, such information regarding payment amount and status of all such unpaid Buyer Orders necessary to verify the information in the Non-Payment Certification. Sellers agree to hold Unison Marketplace harmless for non-payment, regardless of the cause of said non-payment. If any Selected Seller has not remitted all Unison Marketplace Fees or executed a valid Non-Payment Certification by the Payment Due Date, then, at any time after the Payment Due Date, Unison Marketplace may pursue any available legal remedies, including the following actions: continue to accrue interest on all outstanding Unison Marketplace Fee amounts, refer the Selected Seller’s account to Unison Marketplace’s collection agency, submit to the Better Business Bureau and any applicable trade or industry associations a formal complaint regarding the Selected Seller’s delinquent payment, and take any other lawful action to obtain payment of outstanding Unison Marketplace Fees. Failure to remit the entire Fee to Unison Marketplace in a timely manner as defined by the Terms of Use constitutes fraudulent conversion. Unison Marketplace has a zero tolerance for fraudulent conversion. Sellers refusing to make timely and accurate payment to Unison Marketplace will be referred to the respective Office of the Inspector General for investigation. Furthermore, Unison Marketplace’s contract with the General Services Administration (GS-35F-0752R) includes this payment term. Agencies may invoke any remedies within their discretion to cure contractor deficiencies, to include making recommendations for debarment or suspension. In addition, if any Selected Seller has not remitted all Unison Marketplace Fees or executed a valid Non-Payment Certification by the Payment Due Date, the Selected Seller hereby specifically authorizes Unison Marketplace to obtain from Buyer and Buyer to provide to Unison Marketplace such information regarding payment amount and status of all unpaid Buyer Orders necessary to verify whether Buyer has paid Selected Seller. Selected Sellers that require an internal purchase order or some other tracking number(s) to be included on their Unison Marketplace invoice in order to make payments to Unison Marketplace shall submit such internal number(s) to Unison Marketplace on a timely basis so that no delay occurs in the Unison Marketplace invoicing process. Under no circumstances shall the lack of receipt by Unison Marketplace of such number(s) permit or excuse any delay in payment to Unison Marketplace of any Unison Marketplace Fees. Unison Marketplace reserves the right to offer prompt payment discount terms universally to all Subscribers. Buyers reserve the right to pay all Unison Marketplace Fees directly to Unison Marketplace or, if applicable, the Unison Marketplace Authorized Agent, as part of that Buyer’s operating process, in which case, the Selected Seller is not obligated to submit any payment to Unison Marketplace.

Attachments

Buyers may include Attachments to a Solicitation during the “Create Buy” process, subject to Unison Marketplace system Attachment size limitations. Buyers are required to scan all Attachments with anti-virus software prior to posting on Unison Marketplace. Sellers may download Attachments from within the body of the Specifications and should use anti-virus software to scan all files prior to review. Unison Marketplace does NOT review or filter Buyer Attachments and is NOT responsible for the content or condition of those Attachments. Sellers, as required by the Buyer, may also include Attachments as part of their Bid, or they may submit them to marketplacesupport@unisonglobal.com to supplement their Bids (e.g., in response to a ‘Meet or Exceed’ Requirement). Unison Marketplace provides scanning functionality to scan with anti-virus software any Seller Attachments submitted online prior to download by the Buyer; however, scanning is provided as a courtesy and Unison Marketplace shall not be responsible for any Buyer’s download of Viruses that may be present in any Seller Attachments. Buyer or Seller, as applicable, agrees to indemnify Unison Marketplace for any and all suits, losses, claims, demands, liabilities, costs and expenses (including reasonable attorney and accounting fees) incurred due to any delivery by such part of any Virus to Unison Marketplace. Please note that, unless specifically required by the Solicitation, Sellers are prohibited from including pricing Information within Attachments, as such inclusion may constitute a Transaction By Other Means, as set forth, below. If pricing information is requested in attachments, Sellers must include the Unison Marketplace fee within their bid. Should the Seller provide pricing information to the Buyer, resulting in exclusion of the Unison Marketplace Fee from Buyer’s Order, Seller will remain liable for full payment of the Unison Marketplace Fee pursuant to the Unison Marketplace Terms of Use. In addition, Unison Marketplace, at its sole discretion, may limit some or all of Seller’s Unison Marketplace access privileges.

Incomplete Transactions and Refunds

Unison Marketplace will refund Unison Marketplace Fees to Sellers only for Orders cancelled by the Buyer for reasons unrelated to Seller’s violation of the terms of the Solicitation/Order/Contract, or these Terms of Use.

Transactions by Other Means

Unison Marketplace is an Independent Venue for serious Buyers and Sellers to compete electronic procurements. Buyers and Sellers attempting to misappropriate Information for purposes of circumventing the Solicitation Process in order to defraud Unison Marketplace, avoid payment of Unison Marketplace’s Transaction Fees, or otherwise contravene, hinder, avoid or interfere with the competitive process may have some or all of their Unison Marketplace access privileges suspended or revoked, at the sole discretion of Unison Marketplace. By agreeing to these Terms of Use, Buyers and Sellers acknowledge the importance of utilizing Unison Marketplace exclusively to complete each Buy initiated on the Web Site and agree to utilize Unison Marketplace exclusively for each such Buy until such time that the Selected Seller is chosen, or the Solicitation is withdrawn or cancelled.

Returns

Unison Marketplace is only an Independent Venue. All returns, replacements, technical services and support shall be in accordance with the Selected Seller’s standard commercial terms and conditions or as specifically stated by a Buyer within Specifications and must be handled directly by the Selected Seller or manufacturer, if applicable, and independently from Unison Marketplace. Unison Marketplace may assist the Buyer in working with the Selected Seller to help the Buyer receive optimal customer service from the Selected Seller but shall not be responsible for issuing proper return authorizations on behalf of the Selected Seller. If the Buyer does not have complete contact Information for the Selected Seller or manufacturer, the Buyer may contact Unison Marketplace customer support at 1-877-933-3243 or e-mail us at marketplacesupport@unisonglobal.com, and Unison Marketplace will provide such Information.

Commercial Items Descriptions

Commercial Items descriptions are not verified or substantiated by Unison Marketplace, and We cannot be held responsible in any way for any inaccuracies or omissions in such Information, whether from Sellers, Unison Marketplace or any third parties.

Unison Marketplace ActivityCard® Feature

Unison Marketplace’s ActivityCard® feature has been created to enhance the functionality of the Services by allowing market forces to encourage and maintain quality performance by Selected Sellers, Buyer confidence in Selected Sellers, and Seller confidence in the caliber of competitors. ActivityCard functions by establishing an Information baseline for each Seller, which provides Buyers with the following Information regarding Seller activity on the Web Site: 1) Member Since – how long the Seller has been active on the Web Site, 2) Total Awards – the total number and dollar value of Orders awarded to the Seller through Unison Marketplace, 3) Actively Bidding Since by Buyer – how long Seller has been participating on Solicitations posted by a particular Buyer, 4) Awards by Buyer – the number and dollar value of Orders awarded by Buyer (Awards by Buyer is not available for Buyers that are commercial entities), and 5) Alerts – the number of Seller Activity Notes submitted by Buyers in response to performance by the Seller (Alerts may not be available for Buyers that are commercial entities).

The ActivityCard feature operates on the premise that a Seller’s performance has been satisfactory unless otherwise noted by a Buyer. In case a Buyer experiences a materially problematic performance issue with a Selected Seller, or should the Buyer wish to denote positive feedback information, the ActivityCard feature provides Buyers with the opportunity to submit a Seller Activity Note. The Seller Activity Note authorizes Unison Marketplace to make the Buyer’s contact Information available to the Flagged Seller and to other Buyers considering the Flagged Seller as a Selected Seller. Note: the seller activity note is not a performance review and unison marketplace does not submit seller activity notes on behalf of buyers or any other party. Unison Marketplace reserves the right to submit a Seller Activity Note to a Flagged Seller’s ActivityCard for failure to remit fees associated with an award. If a Buyer submits a Seller Activity Note, the Flagged Seller will have a flag attached to its profile. Any Buyer in a subsequent Reverse eAuction in which the Flagged Seller participates then may contact the Buyer that submitted the Seller Activity Note. In addition, the Seller Activity Note will appear in the Flagged Seller’s Unison Marketplace profile on the “ActivityCard” page under “My Profile”, together with the Buyer’s contact Information, allowing the Flagged Seller to contact the Buyer for additional information or to resolve the issue.

The ActivityCard feature compiles and displays cumulative Seller activity Information, except that Seller Activity Notes older than 18 months are not displayed to Buyer or Seller. Unison Marketplace maintains all Information, including Performance Alert data, according to Unison Marketplace internal data archiving policies. Neither Buyers nor Sellers shall initiate any action that might undermine the integrity of the ActivityCard. Buyers must be prepared to provide Information related to those Seller Activity Notes to other Buyers and to the Flagged Seller. Flagged Sellers may contact the Buyer that submitted the Seller Activity Note, but any dispute between a Flagged Seller and a Buyer must be settled according to applicable federal, state or local procurement laws and any other terms and conditions contained in the Order giving rise to the dispute. In no case may any party engage in any harassing, hostile or otherwise unprofessional behavior. Buyer agrees to indemnify, hold harmless, and at Unison Marketplace’s discretion, defend Unison Marketplace against any and all suits, losses, claims, demands, liabilities, costs and expenses (including reasonable attorney and accounting fees) arising from Buyer’s submission of a false or misleading Seller Activity Note. Contact us at marketplacesupport@unisonglobal.com with any questions or comments regarding this feature.

Subscriber Information

With respect to the Information You supply, You agree that: 1) Unison Marketplace acts only as a passive conduit for Your online publication of Your Information, and You remain solely responsible for Your Information, including issuance of all bills of lading and all transportation documents required by any applicable statutes or regulations; however, Unison Marketplace also reserves the right to take any action with respect to such Information that we deem necessary or appropriate in our sole discretion, including, without limitation, deleting, restricting or suspending access to such Information, at our sole discretion, for any reason whatsoever; 2) You warrant and represent that Your Information and Your Bid for, purchase of, or sale of, Commercial Items on the Web Site or through the Services: (a) shall not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, discrimination false advertising, transportation of hazardous material, or use of pesticides); (c) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) shall not knowingly contain any Viruses; (e) shall not link directly to any other Web Site; (f) shall not be fraudulent or involve the sale of used, refurbished, counterfeit or stolen Commercial Items; and (g) shall not otherwise cause Unison Marketplace to violate any applicable law, statute, ordinance or regulation; and 3) You enable Unison Marketplace to use Your Information, and, to prevent violation of any rights You might have in that Information, You agree to grant Unison Marketplace a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to use the Information solely in connection with the Services and the Web Site and at all times subject to these Terms of Use. If You arrive at the Web Site through a third party, then You authorize such third party to transfer relevant data to Unison Marketplace to facilitate the Services. You represent and warrant that all Information You provide to Unison Marketplace through a third party will be true, accurate and complete.

Unison Marketplace will not disclose any Procurement Sensitive Information (Quote, Proposal, and/or Source Selection Information) provided by Sellers during participation in a Buy to any third parties or to any Unison Marketplace employees except (a) the Buyer who has posted the Buy, and (b) Unison Marketplace employees who have a need to know. Unison Marketplace will not use the information provided by Sellers during participation in a Buy for its own use or for any purposes except those in order to deliver the services required by our federal customers. Notwithstanding the foregoing, Unison Marketplace may disclose information provided by Sellers during participation in a Buy to the extent required by a valid court order or other governmental body (i.e., agency Office of the Inspector General, General Accountability Office, etc.) or as required by law. All Unison Marketplace employees sign a Non-Disclosure Agreement which prohibits the disclosure of Seller Procurement Sensitive Information.

About Seller Feature

Through its About Seller feature, Unison Marketplace provides Sellers the opportunity to provide Information viewable by Buyers as part of Seller’s Information profile on the Web Site. Sellers are required to adhere to the Information requirements, as set forth in the Information clause, above. All information submitted by the seller for inclusion in the about seller feature is voluntarily provided by the seller, and unison marketplace is not responsible for the accuracy or content of such information. Contact marketplacesupport@unisonglobal.com with any questions or comments regarding this feature.

Anonymity

Buyers consider anonymity to be of significant value during the Solicitation process. Accordingly, Unison Marketplace shall not reveal the identities of the Buyer until such time as such Information is required to be provided by law or in order to complete a transaction as described above. The Unison Marketplace may not reveal the identity of the participating Sellers in connection with their respective Bids, to other Sellers, unless specifically requested by Buyer. We expect all Subscribers to honor a party’s desire to remain anonymous. Nevertheless, use of the Web Site, the Services, or any Information gained from use thereof (including but not limited to the Commercial Items packaging or the serial numbers of purchased Commercial Items) in an attempt to compromise the anonymity of other Subscribers and/or circumvent the Services is strictly forbidden. Unison Marketplace retains the right to pursue legal action against any person or organization We suspect of violating this policy.

System and Business Integrity

You agree not to use any device, software or routine or otherwise take any action to interfere or attempt to interfere with the proper working of the Web Site, any listing being conducted on the Web Site, or our Services. You agree not take any action that imposes an unreasonable or disproportionately large load on our infrastructure or otherwise interferes with our business operations. You agree not to take any action that disrupts, harms, or otherwise interferes with Unison Marketplace’s business relationships. You may not disclose or share Your password to any third parties or use Your password for any unauthorized purpose.

Breach

We may immediately issue a warning or take other remedial actions if you breach these terms of use or if we are unable to verify or authenticate any information you provide to unison marketplace.

Right to Terminate

Unison Marketplace reserves the right in its sole discretion to refuse the Services to any party at any time.

Disclaimer

You agree your use of the services is entirely at your own risk. The services are provided, “as is,” without warranty of any kind, either expressed or implied, including, without limitation, any warranty for the information, services, uninterrupted access, or commercial items purchased or sold or intended to be purchased or sold through or in connection with the services. Specifically, unison marketplace disclaims any and all warranties, including without limitation: 1) any warranties concerning the availability, accuracy, or content of the information, services or commercial items; 2) any warranties of title, non-infringement, quiet enjoyment or warranties of merchantability or fitness for a particular purpose, and 3) any warranties concerning the ability of a subscriber to provide or deliver any commercial items or to pay a subscriber for any commercial items. Except for damages or injury caused by unison marketplace’s wilful misappropriation of a seller’s intellectual property rights, this disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of any commercial items, whether for breach of contract, tortious behavior, negligence, or under any other theory of liability or cause of action.

Limitation of Liability

To the maximum extent permitted under applicable law, in no event shall unison marketplace be liable for any direct, indirect, consequential, special, punitive or exemplary damages (including but not limited to, lost profits, lost goodwill, or costs of procurement of substitute commercial items). In no event will unison marketplace’s liability for any action arising out of or relating to these terms of use, the services or your use thereof, however arising, under any theory of liability, whether in contract, tort (including negligence), strict liability or otherwise, exceed the amounts received by unison marketplace or the unison marketplace authorized agent from you as payment for services as a result of transactions which are directly related to the subject matter of such action. Alternatively, if the subject matter of such action is not directly related to activities that result in payment by you to unison marketplace or the unison marketplace authorized agent, unison marketplace’s liability will not exceed one hundred dollars ($100.00). These limits on unison marketplace’s liability will apply regardless of whether either party has been advised of the possibility of such loss, and notwithstanding the failure of the essential purpose of any remedy. The limitations in this section apply to any third-party claims against buyer or seller to the extent achieved by replacing “unison marketplace” with “buyer and/or seller”, replacing “you” with “third-party” and replacing the term “unison marketplace fees” with the word “payment”.

Third Party Content and Links

The Web Site may contain news and information published by various third party providers. The terms and conditions of the respective third parties are incorporated herein by reference and are part of these Terms of Use. The Web Site may contain links to third party web sites not under the control or operation of Unison Marketplace. Unison Marketplace provides links only as a convenience and does not endorse and is not responsible for the contents of any linked site or any site linked to or from a linked site. You agree not to provide any link to or from any page on the Web Site without the express written permission of Unison Marketplace.

Indemnification

You shall indemnify, defend, and hold harmless Unison Marketplace and its employees, agents, successors, officers, directors, stockholders and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses (including reasonable attorney and accounting fees) arising out of or relating to any claim or action based upon (a) Your breach of these Terms of Use (including, without limitation, Your submission of false or misleading Information through the Services); or (b) Your sale, delivery, purchase, lack of performance or use of any Commercial Items; provided that Unison Marketplace: (i) provides You with prompt written notice of such claim; (ii) permits You to control the defense and settlement of such claim; and (iii) does not enter into any settlement or compromise of any such claim.

General Compliance with Laws

You shall comply with all applicable laws, statutes, ordinances and regulations regarding Your use of the Services and Your Bids for, or purchase or sale of, Commercial Items. Failure to provide full, accurate, and complete Information as required by the Solicitation may subject You to penalties for making false statements, as prescribed in 18 U.S.C. 1001. Note that purchase and sale of certain items, defined as “defense articles” under 22 C.F.R. 120.6 may be subject to the International Traffic in Arms Regulations (ITAR) and require the Buyer and/or Seller, as applicable, to have appropriate export authority from the U.S. Department of State prior to posting or participating through the Web Site.

No Agency

You and Unison Marketplace are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use.

Notices

Except as explicitly stated otherwise, any notices shall be sent via e-mail to marketplacesupport@unisonglobal.com (in the case of notice to Unison Marketplace), or to the e-mail address You provide to Unison Marketplace during the registration process (in the case of notice to You) or to such other address as the party shall specify. Notice shall be deemed given 24 hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, Unison Marketplace may give You notice by certified mail, postage prepaid and return receipt requested, to the address provided to Unison Marketplace during the registration process. In such case, notice shall be deemed given three (3) days after the date of mailing.

Disputes

These Terms of Use shall be governed in all respects by the laws of the Commonwealth of Virginia. With the exception of claims by Unison Marketplace against any Seller for non-payment of Unison Marketplace Fees or for tortious conduct, which claims may be pursued through any legal means, any controversy or claim between Unison Marketplace and You, arising out of or relating to these Terms of Use, shall be settled as follows: A) First, by participation of the parties in good faith negotiation, which will include representatives from each party authorized by such party to settle the controversy or claim. B) If the parties are unable to negotiate a mutually agreeable, binding resolution, the parties agree to try in good faith to settle the dispute by mediation before resorting to any other dispute resolution procedure. The parties agree to use a mediator selected by Unison Marketplace and to conduct mediation at a location approved by Unison Marketplace beginning not later than thirty (30) days after the date of the last negotiation meeting pursuant to subsection A), above. Mediation will continue for a period of no longer than ninety days from the date on which the first mediation conference takes place. C) If the parties are unable to mediate a mutually agreeable, binding resolution, the parties agree to settle the dispute through binding arbitration. The arbitration shall be held before one (1) arbitrator and will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The parties hereby agree that any arbitration arising from a dispute between Us and You shall be conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures, including rules 16.1 and 16.2. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Fairfax County, Virginia, and judgment on the arbitration award may be entered into in any court having jurisdiction thereof. The parties agree that any party, or non-party witness, may participate telephonically in any arbitration hearing. Notwithstanding the foregoing, either You or Unison Marketplace may seek any interim or preliminary relief from a court of competent jurisdiction in Fairfax County, Virginia, necessary to protect the respective property rights pending the completion of arbitration. Both parties submit to jurisdiction in Virginia and further agree that any cause of action arising under these Terms of Use shall be brought exclusively in any state or federal court located in Fairfax County, Virginia. Disputes between buyers and sellers shall be governed by applicable federal, state or local procurement laws and any other terms and conditions contained or referenced herein or in the solicitation or order giving rise to the dispute. For federal government Buys, Unison Marketplace will provide to any Seller, upon such Seller’s request, a Buyer point of contact for purposes of filing a protest or other dispute with the associated Buyer.

Copyright Infringement

Unison Marketplace does not permit copyright infringing activities and infringement of intellectual property rights on its Web Site and Unison Marketplace will remove all content, Information, or other provided material if properly notified that such content or other material infringes another’s intellectual property rights. Unison Marketplace reserves the right to remove any content or material without prior notice. If You are a copyright owner or an agent thereof and believe that any content or material on the Web Site infringes upon Your copyrights, You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing Unison Marketplace’s copyright agent with the following information in writing: 1) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; 2) A description of the copyrighted work or other intellectual property that You claim has been infringed; 3) A description of where the material that You claim is infringing is located on the Web Site; 4) Your address, telephone number, and email address; 5) A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and 6) A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. Unison Marketplace’s designated agent for notice of claims of copyright or other intellectual property infringement can be reached as follows: i) By mail: Unison Marketplace, Inc., 8500 Leesburg Pike, Suite 602, Vienna, Virginia 22182; ii) By email: marketplacesupport@unisonglobal.com; iii) By fax: Unison Marketplace, Inc., ATTN: Copyright Agent, 703-442-7821. You acknowledge that if You fail to comply with all of the above requirements, Your DMCA notice may not be valid.

General

We do not guarantee continuous, uninterrupted or secure access to our Services, and operation of the Web Site may be interfered with by numerous factors outside of our control. When using the Unison Marketplace Web Site to submit a Bid, You agree to use ONLY the Unison Marketplace system’s navigation buttons to navigate through the Web Site. You understand and agree that Your use of Internet browser navigation buttons, including the ‘Back’, ‘Forward’ or ‘Refresh’ buttons, is at Your sole risk and may cause session timeout, errors or data loss when using the Web Site. In addition, You understand that, because the Unison Marketplace Web Site has been certified only against Microsoft Internet Explorer (version 7.x or higher), Your use of any Internet browser other than Microsoft Internet Explorer (version 7.x or higher) is at Your sole risk and may cause session timeout, errors or data loss when using the Web Site. If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by You or others does not waive our right to act with respect to subsequent or similar breaches. These Terms of Use set forth the entire understanding and agreement between You and Unison Marketplace with respect to the subject matter hereof.

THE FOLLOWING SECTION APPLIES TO U.S. PUBLIC SECTOR BUYERS ONLY:

Conflict

For any U.S. federal, state or local government Buyer, in the case of any conflict between these Terms of Use and any applicable law or government regulation or these Terms of Use and any other contract, task order, blanket purchase agreement or other agreement between such Buyer and Unison Marketplace, the terms of the applicable law or regulation or such other contract, task order, blanket purchase agreement or other agreement shall prevail.

THE FOLLOWING SECTIONS APPLY TO U.S. FEDERAL GOVERNMENT BUYERS ONLY:

SAM Contract Opportunities; Buyer Information

Buyers may use Unison Marketplace to simultaneously post a Solicitation or a combined synopsis/solicitation through the Marketplace and on beta.SAM.gov. Federal government Buyers may use Unison Marketplace and beta.SAM.gov in a complementary manner to: 1) Comply with the Federal Acquisition Regulation (FAR) beta.SAM.gov usage requirement; 2) Increase Seller awareness of and access to U.S. federal business opportunities; 3) Automate the collection process; and 4) Ensure price reasonableness. This capability has been achieved by complying with beta.SAM.gov’s easy data exchange interface between beta.SAM.gov and each Buyer agency’s electronic procurement system. Even though beta.SAM.gov accommodates Buyer submissions using different Internet protocols (SMTP, FTP, HTTP) for communications, it employs a standard data exchange protocol, which was developed in accordance with FAR guidelines – (see Subpart 5.2, Synopses of Proposed Contract Actions, at http://www.acquisition.gov/far/. The beta.SAM.gov data exchange protocol is based on a set of formatted, tagged document templates, each of which represents a specific type of acquisition transaction. beta.SAM.gov Release 3, Phase 2 (February 2004), adds the NAICS code field, where appropriate, to existing templates and adds a new template for amending a Combined Synopsis/Solicitation. Buyers will be required to have approval from their respective agencies to use the Unison Marketplace/SAM Contract Opportunities capability. Each federal Buyer agency maintains ownership of its Information, and Unison Marketplace will provide such Information to such Buyer agency as part of its Services.

Government Regulation

Unless otherwise defined by the Solicitation, the Web Site is intended to provide a marketplace for the competition of “Commercial Items”, as those terms are defined in the Federal Acquisition Regulation (“FAR”). By placing a Solicitation on the Web Site, the Buyer agrees that the items solicited are “Commercial Items.” All Orders placed as a result of a Solicitation on our Web Site shall be subject only to these Terms of Use, applicable FAR, the current terms as provided by the Buyer, and the mutually agreed commercial terms and conditions of the Selected Seller for the items being competed. In addition, Unison Marketplace is in no way to be considered a “subcontractor” to Seller under the FAR. Nonetheless, in the event Unison Marketplace is construed to be a “subcontractor” of any Seller hereunder, You agree that such relationship would be subject, in addition to these Terms of Use, only to the FAR provisions contained in FAR 52.244-6.