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R2020-008 2020-01-27 RESOLUTION NO. R2020-8 A Resolution of the City Council of the City of Pearland, Texas, authorizing participation in an interlocal agreement with National IPA—OMNIA Partners for the purchase of City supplies from Amazon Business, in the estimated amount of$120,000.00, from October 1, 2019 through September 30, 2020. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That the purchase of supplies from Amazon Business, in the amount of $120,000.00, is hereby approved. Section 2. That the City Manager or his designee is hereby authorized to execute an agreement for the purchase of City supplies. PASSED, APPROVED and ADOPTED this the 27th day of January. A.D., 2020. _____(:: \/--- i-t-0 TOM REID MAYOR ATT ST: • Ott ll CR STAL ROAN, TRMC, CMC ��`� �N WW1,. CITY SECRETARY ..` �C�.••"'•'".� J►% •APPROVED AS TO FORM: U `•(La,:—,05-4_,_ , :. 1/�// a e �° �= `. P • DARRIN M. COKER 0,„,mot CITY ATTORNEY • • PrinceW' 'am Cou PUBLIC SCHOOLS • ProvidingA' urld-Cf rss Rrhierrlinn .4 • CONTRACT NUMBER: R-TC-17006 • This Contract entered into this 19fh day of January 2017 by,Amazon, Services,LLC.Amazon,Business,325 9thiQvenue_N..Sealfie. WA 98109,,hereinafter referred to as the "Contractor"and Prince William County School Board P.O.Sox 389.MENVISSOS,VA 20108. hereinafter referred to as the "Prince William County Public Schools", "Purchasing Agency"or hPWCS". WITNESSETII that the Contractor and PWCS, in consideration of the mutual covenants, promises and agreements herein contained, agree as follows: 1. SCOPE OF CONTRACT: Contractor shall provide.an On-Line Marketplace for the Purchase of Products and Services in accordance with the Statement of Needs, General Terms and Conditions and Special Terms and Conditions stated herein. 2. CONTRACT DOCUMENTS; The contract documents shall consist of the following: 2.1. This signed Contract document; • 2.2. Memorandum of Negotiations dated January 19.2017. 3. CONTRACT TERM AND RENEWAL: 3.1. The initial term of this contract shall be from the date of award,January 19. 2017 to January le. 2022,with the option to renew for three(3) additional two{2)-one-year periods,upon mutual written consent of the parties to the contract. Proposed prices shall remain firm for the Initial term of the contract. 4, CONTRACT ADMINISTRATOR/PROJECT MANAGER: The following PWCS employees are identified to use all powers under the contract to enforce Its faithful performance: 4.1. CONTRACT ADMINISTRATOR: As the Contract Administrator,, the following individual, or his/her designee, shall serve as the interpreter of • the conditions of the contract and shall use all powers under the contract to enforce its faithful performance. • . i • • • 4.2. PROJECT MANAGER: The following Individuals shall work directly with the Contractor in scheduling and coordinating work,answering questions in connection with the scope of work, and providing general direction under the resulting contract 5. TIME OF PERFORMANCE: In accordance with Contractor's proposal,Section 4.2.2. and 5.3.2. 6, PRICING: In accordance with Contractors proposal, Section 4.2.1. 7. PAYMENT TERMS: In accordance with Contractors proposal, Section 5.3.6. Prince William County does not discriminate against faith-based organizations in accordance with the Code of Virginia, §2.2-4343.1 or against a bidder or offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment. This contract shall constitute the whole agreement between the parties. There are no promises, terms and conditions, or obligations other than those contained herein, and this contract shall supersede all previous communications, representations, or agreements, written or verbal, between the parties hereto related to the provision of goods(including leases thereof), services and/or insurances described herein. • IN WITNESS THEREOF, the parties have caused this Contract to be executed by the following duly authorized officials: CONTRACTOR: PU CHASING AG NCY: • Authorized Signature prized Signe re ere"RI- 1). wt i.ni Type Name Type Name V L ?(e- ri J e Supervisor of Purchasing Title Title L c, Q. , staI �- / - 11 -- 17 Date Date • • • LEGAL. Prince WilliainCoun PUBLIC SCHOOLS ProvMdingA Wortd-ClassJIrlwatron d MEMORANDUM OF NEGOTIATIONS • R-TC-170O6 Dated:January 19,2017 Prince William County Schools (hereinafter called PWCS)and Amazon Services, LLC (hereinafter called the Contractor) hereby agree to the following in the execution of Contract R-TC-17006 for On-Line Marketplace for the Purchases of Products and Services.The final Contract contains the following documents listed In the order of precedence: • a. Contractor's proposal dated October 14, 2016; b. Contractor's response to Clarification Questions dated October 31, 2016, attached; c. PWCS's Request for Proposal, R TC-17006 and all Addendum#1; d. Contractor's Business Accounts Terms and Conditions (currently available at https: lwww.amazon.comlgp/help/customer/displ ay.htrni?node l d=201613180), attached; e. PWCS's General Terms and Conditions, Section 11 (RFP— Revised 12/16/16), attached; f. This Memorandum of Negotiations; g. Any subsequent modifications to the Contract. 1. The contract term shall remain as originally issued in the RFP, as follows: 9.1_ The initial term of this contract shall be five years (5)from the date of award to December 30,2021,with the option to renew for three-two (2) year periods, upon mutual written consent of the parties to the contract. 2. Amazon Whlspercast is not being offered upon award but will remain in scope for future offerings by the Contractor. In addition, all new Amazon business opportunities may be modified to the Contract by mutual agreement between the Contractor and PWCS. Memorandum of Negotiations R-TC-17006 Page 2 • 3. The following provision is added to PWCS Special Terms and Conditions: 10.7 NOTICE OF DEFERRAL UNDER FEDERAL.GRANT UNIFORM GUIDANCE: As permitted under the rule published at 80 FR 54407, Prince William County Schools is electing to defer until July 1,2017, the implementation of the procurement provisions of the Uniform Guidance, as detailed in 2 CFR 200 subsections .317 through .326. During this period, we will continue to operate under the guidance of 44 C.F.R. § 13.36(a)-(i)(States, Local and Tribal governments)and 2 G.F.R.215.40-48 (Institutions of Higher Education, Hospitals, and Private Non-Profits). This provision shall constitute the documentation of this decision as required, and shall be deemed incorporated into our Internal procurement policies. 4. Contractor's response to Clarification.Questions dated October 31, 2016, Question #1: The State of Iowa is hereby removed as an excluded state and allowed use of the Master Agreement award. • ACCEPTED BY: Z.7- o Contractor Authorized Signature Date \j% C 4 re s'1 "ia1 Title 0 )/3/) f( Jim Tatty, .P. .,+CP v Dde Supervisor of Pu cha ng • LEGAL • DocuSign Envelope ID:F8446656-8F5D-440C-B33D-38961B85C1ID CC MISC 00088979 2018 TR Prince Wiffiam Colin -�� PUBLIC SCHOOLS Providing A World-Class Education • CONTRACT MODIFICATION • MODIFICATION #5 ISSUE DATE: October 19, 2018 • REFERENCE: Title: On-Line Marketplace for the Purchase of Goods and Services Contractor: Amazon Services LLC • Period of Contract: January 18, 2017 through January 18, 2022 Modify the above referenced contract as follows: 1. Special Provision 10.7, which was added to the parties'contract via Contract Modification # 1, dated November 17, 2017, is hereby deleted and replaced with the following: 10.7. ADDITION OF BUSINESS PRIME. Contractor's Business Prime Program (currently described here) is hereby added to the Contract. PWCS' access and use of the Business Prime Program will be pursuant to the Business Prime Program's terms and conditions (currently available here). If PWCS chooses not to move forward with a paid Business Prime program, PWCS will be eligible to receive free standard shipping on eligible orders to the extent made available to Amazon Business customers (currently available for eligible purchases over$25 as described here). Except for the changes provided herein, all other terms and conditions of this contract remain unchanged and in full force and effect. Ce. 2Vt , C � Anthony E. Crosby, CPPO Purchasing Supervisor Amazon Services LLC PRINCE WILLIAM COUNTY PUBLIC SCHOOLS C [116M t. (Yak; Signature Signature P.O. BOX 389, MANASSAS,VA 20108 WWW.PWCS.EDU 703.791.8743, FAX 703.791.8610 11 Revised 7.12.13 [legal) Prenti s Wi 1 son VP,. Amazon Business Anthony E. Crosby, CPPO Name and Title Purchasing Supervisor October October 23, 2018 23, 2018 Date Date PURCHASING OFFICE DocuSign Envelope ID: F8446656-8F5D-440C-B33D-38961B85C11D CC MISC 00088979 2018 TR P.O. BOX 389, MANASSAS,VA 20108 WWW.PWCS.EDU 703.791.8743, FAX 703.791.8610 ff Revised 7.12.13- legal DocuSign Envelope ID:0471 DD66-3E33-4CDD-B42B-2E89D79196FA CC MISC 00054367 2018 TR Prince William Coun PUBLIC SCHOOLS Providing A World-Class Education CONTRACT MODIFICATION MODIFICATION #4 ISSUE DATE: July 11, 2018 REFERENCE: Title: On-Line Marketplace for the Purchase of Goods and Services • Contractor: Amazon Services, LLC Period of Contract: January 18, 2017 through January 18, 2022 Modify the above referenced contract as follows: 1. The parties hereby acknowledge that Contractor.has recently updated the Amazon Business Accounts Terms and Conditions ("Terms and Conditions"), which are incorporated by reference to the parties'Contract and currently available at https://www.amazon.com/qp/help/customer/display.html/ref=b2b 250 tc?nodeId=201613180. The parties hereby agree that pursuant tb current Section 10 of the.Terms and Conditions, . (entitled-"MODIFICATIONS"), the parties will no longer modify this Contract to account for, future changes to Contractor's Business Accounts Terms and Conditions. Except for the changes provided herein, all other terms and conditions of this contract remain unchanged and in full force and effect. • t/�9/1u, Ce. C&Ye04, Anthony E. Crosby, CPPO. • Acting Supervisor of Purchasing Amazon Services, LLC PRINCE WILLIAM COUNTY PUBLIC SCHOOLS e—DocuSigned by: DocuSigned by: � . e. 041/4, l, �y . Crasig y 4e;eigfird3F439... J F2005C498. Prentis Wi 1 son VP, Amazon Business Anthony E. Crosby, CPPO Name and Title Acting Supervisor of Purchasing July 20, 2018 • July 17, 2018 Date Date PURCHASING OFFICE P.O. BOX 389, MANASSAS,VA 20108 •WWW.PWCS.EDU•703.791.8743,FAX 703.791.8610 Revised 7.12.13 Ileciall DocuSign Envelope ID:B8AB262A-C752-45A5-81ED-70E5A94670DE , CC MISC 00017679 2018 TR Prince William Coun . . . -'' PUBLIC SCHOOLS ' Providing A World-Class Education CONTRACT MODIFICATION MODIFICATION #3 ISSUE DATE: March 7, 2018 REFERENCE: Title: On-Line Marketplace for the Purchase of Goods • and Services Contractor: Amazon Services LLC Period of Contract: January 18, 201.7 through January 18, 2022 Modify the above referenced contract as follows: 1. Add the following to the General Terms and Conditions under 3. Debarment Status: 3.1. Debarment.and Suspension (Executive Orders 12549 and 12689)—A contract award - (see 2 CFR 180.220) must not be made to parties listed on the governmentwide Excluded:Parties List System in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1986 Comp.,p. 189) and 12689 (3 CFR Part 1989 Comp., p. 235), "Debarment and Suspension." The Excluded Parties List System in SAM contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Except for the changes provided herein, all other terms and conditions of this contract remain unchanged and in full force and effect. tiNT1/ g0-7, Jim Totty, CPPO, C.P.M. Supervisor of Purchasing Amazon Services LLC PRINCE.WILLIAM COUNTY PUBLIC SCHOOLS DocuSigned by: DocuSlgned by: hum, rulki fi4F4C6... r9147B... Anne Rung Di rector Jim Totty, CPPO, C.P.M. Name and Title Supervisor of Purchasing March 28, 2018 March 27,. 2018 PURCHASING OFFICE P.O.BOX 389, MANASSAS,VA 20108•WWW.PWCS.EDU .703.791.8743, FAX 703.791.8610 Revised 7.12.13 tenet DocuSign Envelope ID:B8AB262A-C752-45A5-81 ED-70E5A94670DE CC MISC 00017679 2018 TR Date Date PURCHASING OFFICE P.O.BOX 389, MANASSAS,VA 20108 •WWW.PWCS.EDU •703.791.8743, FAX 703.791.8610 Revised 7.12.13 legal DocuSlgn Envelope ID:2A5616EB-53F8-4234.8D73-6A939D21082A CC MISC 00005512 2018 TR Prince William Coun PUBLIC 'SCHOOLS Providing A World-Class Education Q: CONTRACT MODIFICATION • MODIFICATION #2 ISSUE DATE: January 19, 2018 REFERENCE: Title: On-Line Marketplace for the Purchase of Goods and Services Contractor: Amazon Services, LLC Period of Contract: January 18, 2017 through January 18, 2022 Modify the above referenced contract as follows: • 1. All references in the Contract to free two-day shipping on orders of$49 or more are hereby deleted. Except for the changes provided herein, all other terms and conditions of this contract remain unchanged and in full force and effect. ,54:47b e:-/-1-?h"—itey Jim Tatty, CPPO, C.P.M. Supervisor of Purchasing Amazon Services, LLC PRINCE WILLIAM COUNTY PUBLIC SCHOOLS „e^--QoouSipned 13y;t'sregni 1 ' • 3Fd39_ a�iire Prentis Wilson .f \� VP, Amazon Businessim Tatty. CPPO, C.P.M. Name and Title Supervisor of Purchasing January 26, 2018 I r} F { Date Date +� J PURCHASING OFFICE P.O.BOX 389, MANASSAS,VA 20108•WWW.PWCS.EUU•703.791.8743,FAX 703.791.8610 lagat Revised 7.12.13 rq DocuSign Envelope ID:C23264C6-DE04-4C60-8382-C79987D977DB • • DocuSign Envelope ID:5777111E-943F-4CE1-RB66-F2C871C29C49 • CC M1SC.00047423 2017 TR �� t. Prince WilliamCoun 1 P U B L I C S C:M• .'C1 5 .-- Providing World-Class Education CONTRACT MODIFICATION MODIFICATION #1 ISSUE DATE: November 17, 2017 REFERENCE: Title: On-Line Marketplace for the Purchase of Goods and Services Contractor: Amazon Services LLC Period of Contract January 18, 2017 through January 18, 2022 Modify the above referenced contract as follows: 1. The following states may now use the contract: Hawaii, Vermont and Maine. • • 2. Date corrections on the Memorandum of Negotiations are as follows: •. • Change the date on PWCS General Terms and Conditions header from December 16,2016 • to January 19,2017. All terms and conditions remain the same. • • Change the contract term expiration date from December 31,2021 to January 18, 2022, The renewal options remain the same. • • Section d., latest Amazon's Business Accounts Terms and Conditions, per attachment, • • • dated November 15, 2017. 3. Add the following Special Provision' 10.7. ADDITION OF BUSINESS PRIME SHIPPING. Contractor's Business Prime Shipping F• Program (currently described here) is hereby added to the Contract. PWCS may enroll • in and access the Business Prime Shipping Program's benefits at no charge during a limited promotional period, commencing on January 1, 2018 and ending on December 31,2018. PWCS'access and use of the Business Prime Shipping Program will be pursuant to the Business Prime Shipping Program's terms and conditions (currently available here). • • • PURCHASING OFFICE • • • P.O.BOX 389,MANASSAS,VA 20108•%WW _ CS.EDU•703.791.8743,FAX 703.791.8010 • ii . Wad 7.11.13 • DocuSign Envelope ID:C23264C6-DE04-4C8D-B382-C79987DB77DB • DocuSIgn Envelope ID:57779 91 E-943F-4CE1-A866-F2C871C28C4® CC MISC 00047423 2017 TR Except for the changes provided herein,alf other terms and conditions of this contract remain unchanged and in full force and effect. fiat, Jim Totty, CPPO, C.P.M. Supervisor of Purchasing Amazon Services LLC PRINCE IAM COUNTY PUBLIC SCHOOLS r—DocuS;gned by: fro') be trelitugE3F439_, Sig, i Prentis Wilson VP., Amazon 8usi ness Jim Totty. CPPO, C.P.M. Name and Title Supervisor of Purchasing is November 28, 2017 // may/ / ^� Date Date �'C + l' • • • ' I �I. is is PURCHASING OFFICE P.O.BOX 389,MANASSAS,VA 20108• + CS-EDU•703.791.8743,FAX 703.791.8610 f Revised7.1213 i • • • Amazon.com • Amazon Business Accounts Terms &Conditions • Amazon Business Accounts Terms & Conditions Last updated November 15,2017 • \ • These terms and conditions("Terms")govern your access to and use of a set of features,services, • and functionality on Atnazon.com for registered business customers to purchase products and use •services for business purposes ("Amazon Business"). These Terms constitute an agreement between Amazon Services LLC and/or its affiliates("Amazon," "wc," "us," or"our") and the entity you. . represent("you"). Please note that-your use of Amazon Business is also governed by Amazon's Conditions of Use and the Amazon.com Privacy Notice, as well as all other applicable terms, conditions,policies, limitations,`and requirements on the Atnazon.con2 website;all of which (as changed over time)are incorporated into these Terms.Capitalized terms have..the meanings given to • them in these Terms or the Conditions of Use. 1.REGISTRATION • • An organization has a Business Account With Amazon once an individual associated with the organization registers the business and creates the first business user:account associated with that organization. That individual can invite others to he part of the organization's Business Account.Each additional user that purchases or otherwise acts on behalf of the business and joins the organization's . Business Account must create a new business user account that is part of and associated with the organization's Business-Account.Business Accounts and business user accounts are intended for businesses and business-related organizations and may be used solely for business purposes.To create • a business user account, users must use a valid email address. Unless explicitly permitted;a user may only create one account per email address.If a user creates a business user account using the email • address and password connected to an existing Amazon customer account,the user must either(a) • change the email address and password associated with the existing account, or(b)if the user wishes • to have only one account,convert the existing account into a business user account(which may make business user account information visible to others as described in Section 2). Once you complete the Business Account registration and verification process,your organization will be registered with • - Amazon. • 2. ACCOUNT MANAGEMENT You arc responsible for all activities that occur under your organization's Business Account and any associated business user accounts,regardless of whether the activities are undertaken by you, your employees or a third party(including your contractors or agents). Except to the extent caused by our - breach of these Terms,we and our affiliates are not responsible for unauthorized access to your - Business Account or business user accounts.You are solely responsible for maintaining the security- of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your Business Account or associated business user accounts in accordance • with these Terms)and are solely responsible for any:use or action taken under your password.You . • , will contact us immediately if you believe an unauthorized third party may be using your Business Account or associated business user accounts or if your Business Account or any business user • • . account information is lost or stolen. You are responsible for ensuring that all users affiliated with • your organization's Business Account are aware of and comply with these Terms. We may give users the ability to invite other individuals affiliated with your organization to create business user accounts that are associated with the organization's Business Account and purchase, approve or act as an administrator on behalf of your organization. Administrators have the ability to invite other users to join the Business Account and to administer, manage,or close business user • accounts.You will be responsible for all actions taken by Business Account users. You acknowledge, that users may have access to information from your Business Account and associated business user accounts,such as shipping addresses,payment methods,and order history.Administrators are • responsible for inviting only people affiliated with,•and authorized to act on behalf of,your • organization to create a business user account that is associated with your organization's Business Account. Any user designated as an administrator will have similar capabilities to manage Business • Account features and invite new users to purchase,approve or act as an administrator on behalf of . your organization. You agree that Amazon is not responsible for, and will have no liability arising from,the disclosure of the information of your organization or any associated business user accounts to any user associated with your organization. • • If any user with a business user account that is associated with your Business Account leaves your organization or is no longer authorized to purchase,approve or otherwise act On behalf of your organization,you are solely responsible for contacting Amazon through tools we designate to have • that user's business user account closed,disabled or removed from the organization's Business Account. Amazon disclaims all liability for, and you are solely responsible for,•any actions taken or purchases made prior to closing,disabling or removing the user's business user account from the organization's Business Account.Please review our Amazon Business Help carefully for more • information on the effects of disabling or removing a business user account from your organization's • Business Account.Please note that a business user account that is removed is converted back into a personal account,with the individual able to access order history for purchases made using an individual payment method while associated with the organization's Business Account. If you, as an individual user,create a business user account that is associated with an organization's Business Account,you acknowledge and consent that your organization and designated individuals acting as administrators have full access'to and authority over(a)your business-user account(with the ability to close or disable your business user account or remove it from'the business.and convert it into a personal account),and(b)details from your business user account, such as,and not limited to: order history, addresses,payment details, and other personal information associated with your • business user account. By creating a business user account that is associated with an organization's . Business Account,you,as an individual user,consent to sharing this information with your .. organization and its designated representatives and agree to release Amazon for any and all liability for any of your business user account information provided to or used by your organization,the administrator(s)of your organization,and any other users associated with your organization.If you order a product using an individual payment method(e.g.,personal credit card)and you or your administrator requests, and Amazon provides,a'replacement of this item,you consent that we may charge any eligible payment method we have on record for your business user account for any replacement product sent to your business if the original product is not returned within 30 days of you or your administrator's request for replacement. • • 3.BUSINESS AND ORDER VERIFICATION - • • We may use the business name, address,taxpayer ID# and•any other information you provide about your organization or users or that we may request or determine is necessary to verify accuracy and eligibility for Amazon Business. We may make, directly or through third.parties,.inquiries to validate - information that you,provide to us. We may accept or refuse use of Amazon Business at our discretion and may modify purchasing rights or privileges at any time. We may share any information or • . documents you provide with third-party sellers that offer certain Amazon Business features for • verification purposes. • Certain products require licensing, certification or other credentials to purchase them. To purchase such products, you must provide us with a valid license,certification or other credentials (collectively, the"Credentials"), as determined in our sole discretion. We may use information you provide,as well as information relating to your account such as your business name and address,to verify the • Credentials, and we may request additional information from you to assist in that verification.We may,in our sole discretion and at any time, suspend or terminate your ability to purchase such products. 4.THIRD PARTY SERVICE PROVIDERS Amazon Business may enable third party service providers("providers")to integrate with Amazon Business. If you choose to use such a provider in connection with..your Business Account, you authorize Amazon to disclose to the provider account information,including,without limitation, information regarding you,your Users,your employees or agents, and your and your User's orders. . You acknowledge this information will be governed by the provider's privacy,data and security policies.You and your Users consent to Amazon's sharing this information with the provider and • agree that Amazon is not responsible for and will have no liability arising from Amazon's disclosure of;or any provider's use of,this information. • • Amazon is not responsible for any services provided by the provider. You are responsible for the .approvals of Amazon orders,verification.bf shipping,addresses and any disputes regarding orders, andyou agree that Amazon will have no liability arising in any way from your use of the provider, including,but not limited to, any unauthorized charges you or your employees or agents incur. S.REPRESENTATIONS,WARRANTIES AND.COVENANTS . . You represent,warrant and covenant that: • (a)you are using Amazon Business for business purposes and you agree that you will not purchase any products from Amazon.com for individual,personal,family or household use; • (b)your organization is duly organized,validly existing and in good standing in the jurisdiction in • which your organization is:registered; (c)the individual entering into these Terms on behalf of your organization has all necessary legal authority to bind you to these Terms; • - (d)you have all requisite right, power, and authority to enter into these Terms;perform your obligations,.and grant the rights and authorizations in these Terms; (e)any information provided or made,availablc by you to Amazon:or its afliates is at all times . accurate and complete; • • • (I)._vou.and all your subcontractors and agents will comply with all applicable laws,rules,regulations, codes, orders and other requirements of governmental agencies("Laws") in your performance of your obligations and exercise of your rights under these Terms and with your purchase and use of any products from Amazon.com; • (g)all users who use business features or purchase on behalf of your organization are authorized to do so.and all purchases_Made by these users are authorized purchases of your organization; • •(h)any Credentials,and all documentation or other information you provide-to us to validate such Credential,are accurate,complete and reflect your Credential status,and that.you will provide • updates,additional Credentials or supporting information as required to ensure all such • documentation or information remains up-to-date at all times; (i)the provision to Amazon of any Credentials and related information, any delegation of purchasing. authority under any Credentials and all purchases made using the Credentials arc with the authority of the Credential holder; • (j)you will only purchase products requiring Credentials as permitted under any Laws and within the scope of any Credential you provide; • • • • (k)if your Business Account has a tax exemption certificate associated with it, any tax exempt purchase made from business user accounts are paid for with the organization's funds; (1) unless authorized by Amazon,you will not use,any product purchased from Amazon.com in • connection with, or to fulfill,a federal,state, or local government:contract or subcontract, if doing so could subject Amazon to any term, condition, obligation or other provision different from or in addition to the provisions.of these Terms; • (m)you will use any products purchased from Amazon.com as intended by the manufacturer and in compliance with all product information provided by the manufacturer; • (n)your purchase of products from us will not, either by your export of those products,your sale or use of those products,your legal status or otherwise,.cause us to violate any Law; (o)you are not an agent of Amazon and agree to comply with the.applicable provisions of the Foreign • Corrupt Practices Act. You are not on, or associated.with;any person or entity on any of the blocked, • denied or debarred persons and entities.lists maintained by the-U.S. Department of Commerce's Bureau of Industry and Security,the U.S.'Department of the Treasury's Office of Foreign Assets • • Control or the U.S. Department of State's Directorate of Defense'Trade Controls (collectively, "Denied Persons Lists"), or subject to a denial order issued by the U.S.Department of Commerce. • You agree(i)not to export any product to any entity or'person within any country subject to United States economic sanctions or embargoes without obtaining prior authorization from the United States government;(ii)not to export or provide items to persons that are ineligible under United-States Law to receive those items, including but not limited to persons on any Denied Persons List, and(iii)that any products purchased by,you will not be used, or made available to a third party-for use, in any •. activities directly or indirectly related to Weapons of Mass Destruction(WMD) proliferation • activities; and (p)you agree to comply with the-Healthcare Disclosure Policies if you purchase products that are reimbursable under Medicare,Medicaid, or other federal or state healthcare programs. • 6.LICENSE Subject to your compliance with these`Germs and your payment of any applicable fees,Amazon or its content providers grant you a limited,non-exclusive, non-transferable, non-sublicensable license to access and use Amazon Business solely in accordance with these Terms. This license does not include . the right to resell any Amazon Business feature; any collection and use of any product listings, descriptions, or prices; any derivative use of Amazon Business; any downloading or copying of Amazon Business information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools.All rights not expressly granted to you in these Terms are reserved and retained by Amazon or its licensors, suppliers,publishers,rightsholders, or other . content providers.No feature or part of Amazon Business may be reproduced, duplicated, copied, sold,resold, or otherwise exploited for any commercial purpose without express written consent of Amazon.You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information sancluding images, text,page layout, or form) of Amazon without express written consent. You may not use any meta tags or any other"hidden text" utilizing Amazon's name or trademarks without the express written consent of Amazon. You may not misuse Amazon Business.You may use Amazon Business only as permitted by law.The licenses granted by Amazon terminate if you do not comply with these Terms. 7.INDEMNIFICATION • You agree to indemnify, defend and hold harmless us and our affiliates, and our and their respective officers, directors, employees,representatives and agents against any loss, claim,damage, settlement, cost,expense,tax or other liability(including,without limitation, reasonable attorneys' fees) (each a "Claim")arising from or related to(a)any breach of the Terms, (b) any unlawful or improper use by anyone of any product ordered by you, or (c)your negligence or willful misconduct. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us,we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a • Claim without our prior•written consent,which may not be unreasonably withheld. 8.PRODUCT INFORMATION; PRODUCT COMPLIANCE AND SUITABILITY We recommend that you do not rely solely on the information presented on our website.Please always read labels,warnings and directions provided with the product before use.Amazon does not guarantee compliance or suitability of products with any Laws, nor does Amazon accept responsibility for installation and/or use of a product.It is your responsibility to review the product application and all applicable Laws for each relevant jurisdiction to be sure that the installation and/or use involving the products comply with applicable Laws. 9, AMAZON.COM SITE AND FEATURES 9.1 SELLER CREDENTIALS. Any diversity, industry and other certifications made available to you are provided by third-party sellers on Amazon.com and have not been independently verified by Amazon.You should carefully review and validate any certifications and supporting information that you use to make your purchasing decisions.We take no responsibility and assume no liability for any certifications or supporting information provided by third-party sellers. 9.2 BUSINESS PRICING. We may provide you access to discounts for business customers.In these instances,the available price on the detail page will reflect this discount. You agree that any business • pricing or discounts that Amazon provides to you are the confidential and proprietary inf:orruation of Amazon. You agree not to manually copy or use any data mining, scraping or similar data gathering and extraction tools with respect to such pricing or discounts. If you have negotiated pricing with a supplier and choose to have pricing that is specific to you available on Amazon Business, you acknowledge and agree that we may share sales information regarding products purchased by you at . these prices with the applicable supplier(including any business,or shipping addresses). You acknowledge that we may share contact information for your organization's administrator or other applicable employees with the supplier in connection with this pricing. 9.3 LIVE EXPERT. Our LiveExpert service connects you directly with manufacturers' agents so you can ask technical and product related questions via chat, email, or phone.Product support agents are • employed by the manufacturer and not Amazon. We record your communications with manufacturers' agents to monitor the quality of these communications. Any questions you ask or suggestions you provide may be used by Amazon for any purpose. We recommend that you not share any customer identifying information with manufacturers' agents to protect the privacy of your information. You acknowledge that all information and,answers are provided by the applicable manufacturer, and that Amazon is not responsible for, and disclaims any liability related to,any content provided by any manufacturer. 9.4 GIFT CARDS.All purchases and redemptions of Amazon.com Gift Cards ("Gift Cards") arc subject to the terms and conditions at http://www.amazon.comige-leEnd ("Gift Card Terms"). You may only distribute Gift Cards purchased through a Business Account or associated business user accounts as part of your employee or customer incentive, loyalty, rewards, recognition, or gifting program in the United States(each a"Loyalty Program"). You may not imply that Amazon is associated with any Loyalty Program or use Gift Cards in any unsolicited communications. You may not use or distribute any intellectual property of Amazon in connection with any Loyalty Program. You may not resell or transfer Gift Cards for value or permit fees to be charged for a Gift Card. You may not permit Gift Cards to be used for internal use. You may not purchase or redeem, or suggest or . direct that recipients use or redeem Gift Cards through the Amazon Associates Program. You may not purchase more than$10,000 in Gift Cards per day through your Business Account(including all . associated business user accounts).You must ensure that your Loyalty Program complies with these restrictions and the.Gift Card Terms. Amazon reserves the right, in its sole discretion,to reject orders or prohibit advertisement, offer, or distribution of Gift Cards in any location, in any manner, and by any individual or entity. 9 5 KINDLE CONTENT PURCHASES FOR OTHERS.We may enable you to purchase digitized content from the Kindle Store for others through your Amazon Business account.All redemptions of . digitized content purchased from the Kindle Store, such as books ("Kindle Content"), are subject to the Kindle Store Terms of Use.Each copy of Kindle Content you purchase may only be redeemed by a single Amazon.com user account and cannot be revoked or transferred by you after redemption. You may not.rescll the Kindle Content redemption links or any other entitlement to the Kindle Content.If we terminate your access to Amazon Business or you otherwise violate these Terms, we may disable any unredeemed Kindle Content that you have purchased. • 14.DISCLAIMER. AMAZON MAKF;S NO WARRANTY OR REPRESENTATION CONCERNING THE ACCURACY OF PRODUCT INFORMATION PROV ILW ) AND.OIIR SOLE LIABILITY FOR ANY LOSSES OR DAMAGES BY YOU ARISING FROM ANY INACCURACY IN THE PRODUCT INFORMATION WILL BE LIMITED TO REIMBURSEMENT OF THE PRICE PAID . FOR THAT PRODUCT. AMAZON DISCLAIMS ALL WARRANTIES,EXPRESS OR IMPI.I.HD, INCLUDING,BUT NOT LIMII'EI)`I'{:}, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF • - . INTELLECTUAL PROPERTY RIGI ITS TO THE•FULLEST EXTENT PERMISSIBLE BY . APPLICABLE LAW. AMAZON ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING - OUT OF MISUSE,IMPROPER SE].ECTION, IMPROPER INSTALLATION,MODIFICATION, MISREPAIR OR MISAPPLICATION OF THE PRODUCT. 11.LIMITATIONS OF LIABILITY • UNDER NO CIRCUMSTANCES WILL AMAZON BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPICIAL, EXEMPLARY OR PUNITIVE DAMAGES,INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS THAT RESULT FROM YOUR PURCHASE OF ANY . PRODUCTS OR USE-OF ANY AMAZON SERVICES ON AMAZON.COM,EVEN IF AMAZON HAS BEEN:ADVISED OF TIIE POSSIBILITY OF SUCH DAMAGES. AMAZON'S LIABILITY IN ALL EVENTS IS LIMITED TO THE PL1RCIIASE PRICE PAID FOR THE PRODUCT OR SERVICE THAT GIVES RISE TO ANY LIABILITY. - 12.ENTIRE AGREEMENT Tie terms and conditions'in these Terms,the Amazon.com Conditions of Use,the Amazon.com Privacy Notice, and any applicable terms,conditions,policies,requirements or limitations contained on the Amazon.coni website constitute the exclusive and complete agreement between Amazon and you.Amazon will not be bound by, and'specitically rejects,any term,condition,obligation, or other provision which is different from or in addition to the provisions of these Tcrms or which may be in • any order,receipt,acceptance,confirmation,correspondence or other document. Any purchase order(PO)number•or other internal information particular to your organization that is provided by a user during the purchasing process is,provided only for your internal purchase tracking. Amazon doesn't agree to terms,conditions,obligations,or provisions that are different from or added to these Terms and the policies and information on the Amazon.com website:.. 13.AGREEMENT CHANGES We may in our discretion change these Terms, Amazon.com's Conditions of Use and Privacy Notice, or any aspect of Amazon Business,without notice to you. From time to time, Amazon may choose in . its sole,discretionto add or remove benefits or features of Amazon Business. If any change to these. Terms is found invalid,void, or for any reason unenforceable,that change is severable and does not affect the validity and enforceability of any remaining changes or conditions. YOUR CONTINUED • ' • IJSE OF AMAZON BUSINESS AFTER WE CHANGE THESE`GERMS CONSTITUTES.YOUR ACCEPTANCE OF THE CHANGES.IF YOU DO NOT AGREE TO ANY CHANGES, YOU. MUST•CANCEL YOUR BUSINESS ACCOUNT AND BUSINESS USER ACCOUNT. 14.TERM;TERMINATION BY US The term of these Terms will begin on the date you click to accept it and will continue until you or we • terminate it. We may terminate these Terms and access to your Business Account, business user account or use of any business features at our discretion with or without notice. You arc entitled to terminate these Terms by giving us notice and closing your account. Upon termination, all rights and obligations under these Terms will automatically terminate except for any right of action occurring • • • • • prior to termination, payment obligations, and obligations-that are intended to survive termination, including,without limitation, Sections 4 l 8 of these Terms. • 15.FORCE MAJEURE • We will not be liable for any delays in delivery or failure to perform any of our obligations under these Terms by reasons,events or other matters beyond our reasonable control. _ • 16. CONFIDENTIALITY; PUBLICITY You will (a)protect and not disclose information made available by us that is identified as confidential or that reasonably should be considered confidential; (b) use this inforthation only for - . internal purposes and in connection with your use of Business Accounts; and (c) destroy or return all such information to us promptly when the Terms terminate(and, upon request,confirm such .destruction in writing).This section covers all confidential information regardless of when you receive it. Unless you have received our express written permission,you will not otherwise tIse any • trademark,service mark;commercial symbol or other proprietary right of ours, issue-press releases or • other publicity relating to us or these Terms,or refer to us in promotional materials. If authorized,you may only use Amazon trademarks in accordance with the Trademark Guidelines. 17. SUGGESTIONS • If you elect to provide or make available suggestions,comments,ideas, improvements,br other feedback or materials to us in connection with or related to Business.Accounts(including any related technology),.we will be free to use, disclose,reproduce, modify,license,transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. • 18.MISCELLANEOUS . • Your use of Business Accounts is'subject to the disputes and applicable law provisions of the • Conditions of Use,which are incorporated by reference. • The.parties to these terms are independent contractors,These Terms do not create any third party . beneficiary rights in any individual or entity that is not a party to these Terms.You may not assign these Terms,by operation of law or otherwise,without our prior written consent. Subject to that • restriction,these Terms will be binding on;inure to,and he enforceable against the parties and their respective successors and permitted assigns. We may perform any of our obligations or exercise any . Of otir rights under these Terms through one or more of our affiliates.Our failure to enforce your strict performance of any provisions of these Terms will not constitute a waiver of our right to enforce such • provisions or any other provision of these Terms subsequently.-If any.provision of these "Terms is deemed unlawful,void,or for any reason unenforceable,then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions, In . the event of any conflict between these Terms and the Conditions of Use;these Terms will prevail.• Cart • • Your Account - . • . i-Click Setting=s List& Registry Find a List or Registry Sign Out Home Legal Teams Prince ' 'ate Co PUBLIC SCHOOLS rr ovklingA World Cross Rihlcnlfou • CONTRACT NUMBER: R-TC-17006 �• This Contract entered into this 19fh . day of January 2017 by,Amazon • Services. ..LC.Amazon Business(325 9",Avenfre_N.Seattle. WA 98109,hereinafferreferred to as the"Contractor"and Prince Wfill1m County School Board P.O.Sox 289.Manassas.VA 20108. hereinafter referred to as the 'Prince. William County Public Schools", "Purchasing Agana?or°PWCS". WITNESSE 11 that the Contractor end PWCS, in consideration of the mutual covenants, promises and agreements herein contained, agree as follows: 1. SCOPE OF CONTRACT: Contractor shall provide an On-Line Marketplace for the Purchase of Products and Services in accordance with the Statement of Needs, General Terms and Conditions and Special Terms and Conditions stated herein. 2. CONTRACT DOCUMENTS; The contract documents shall consist of the following; 2.1. This signed Contract document; • 2.2. Memorandum of Negotiations dated January 19.2017. 3. CONTRACT TERM AND RENEWAL: 3.1. The Initial term of this contract shall be from the date of award,January 19. 2017 to January 18. 2022,with the option to renew for three(3) additional two(2)-one-year periods, upon mutual written consent of the parties to the contract. Proposed prices shall remain firm for the Initial term of the contract. 4 CONTRACT ADMINISTRATOR/PROJECT MANAGER: The following PWCS . • employees are identified to use all powers under the contract to enforce Its faithful performance: 4.1. CONTRACT ADMINISTRATOR: As the Contract Administrator, the following individual, or his/her designee, shall serve as the interpreter of • the conditions of the contract and shall use all powers under the contract to enforce its faithful performance. • . I 4.2. PROJECT MANAGER: The following Individuals shall work directly with the Contractor in scheduling and coordinating work,answering questions in connection with the scope of work, and providing general direction under • the resulting contract 5. TIME OF PERFORMANCE: In accordance with Contractor's proposal,Section 4.22. and 5.3.2. 6, PRICING: In accordance with Contractor's proposal,Section 4.2.1. 7. PAYMENT TERMS: In accordance with Contractor's proposal,Section 5.3.6. Prince William County does not discriminate against faith-based organizations in accordance with. the Code of Virginia, §2.2-4343.1 or against a bidder or offeror because of race, religion, color, sex, national origin, age, disability, or any other basis 'prohibited by state law relating to discrimination in employment. This contract shall constitute the whole agreement between the parties. There are no promises, terms and conditions, or obligations other than those contained herein, and'this contract shall supersede all previous communications, representations, or agreements, written or verbal, between the parties hereto related to the provision of goods(including leases thereof), services and/or insurances described heroin. • IN WITNESS THEREOF, the parties have caused this Contract to be executed by the following duly authorized officials: . • CONTRACTOR: PU CHASING AG NCY: • Authorized Signature orized Signs re 1 . wtin►v jJ' • Type Name • . Type Name • Supervisor of Purchasing Title Title '-o i 1- . • i -, ' 1 Date Date • Prince' . .az!Conn PUBLIC SCHOOLS ProvidingA World-Class ifdaeation MEMORANDUM OF NEGOTIATIONS • R-TC-17006 Dated:January 19,2017 Prince William County Schools (hereinafter called PWCS) and Amazon Services, LLC (hereinafter called the Contractor) hereby agree to the following in the execution of Contract R-TC-17006 for On-Line Marketplace for the Purchases of Products and Services.The final Contract contains the following documents listed In the order of precedence: • • a. Contractor's proposal dated October 14, 2016; b. Contractor's response to Clarification Questions dated October 31, 2016, attached; . c. PWCS's Request for Proposal, R-TC-17006 and all Addendum 01; d. Contractor's Business Accounts Terms and Conditions (currently available at httos:llwww.amazon.comlgplheip/custome r!displ ay.html?node Id=20161 3180), attached; e. PWCS's General Terms and Conditions, Section 11 (RFP— Revised 12/16116), attached; f. This Memorandum of Negotiations; g. Any subsequent modifications to the Contract. '1. The contract term shall remain as originally issued in the RFP, as follows: . 9.1. The initial term of this contract shall be five years (5)from the date of award to December 30, 2021,with the option to renew for three-two (2)year periods, upon mutual written consent of the parties to the contract. 2. Amazon Whispercast is not being offered upon award but will remain in scope for future offerings by the Contractor. In addition,all new Amazon business opportunities may be modified to the Contract by mutual agreement between the Contractor and PWCS. • Memorandum of Negotiations R-TC-17006 Page 2 3. The following provision is added to PWCS Special Terms and Conditions: 10.7 NOTICE OF DEFERRAL UNDER FEDERAL GRANT UNIFORM GUIDANCE: As permitted under the rule published at 80 FR 54407, Prince William County Schools is electing to defer until July 1, 2017, the implementation of the procurement provisions of the Uniform Guidance, as detailed In 2 CFR 200 subsections .317 through .326. During this period,we will continue to operate under the guidance of 44.C.F.R.§ 13.36(a)-(i)(States, Local and Tribal governments)and 2 G.F.R,215.40-48 (Institutions of Higher Education, Hospitals, and Private Non-Profits). This provision shall constitute the documentation of this decision as required, and shall be deemed incorporated into our Internal procurement policies. 4. Contractor's response to Clarification Questions dated October 31, 2016, Question #1: The State of Iowa is hereby removed as an excluded state and allowed use of the Master Agreement award, ACCEPTED BY: .Y.g.t.ov...4 7- 2.43 -"- Contractor Authorized Signature Date Vice.e. ?re r'1` c- Title �y (r Jim Tatty, .P. .,CP Rafe Supervisor of Pu cha ng • • • LisMAL DocuSign Envelope ID:F8446656-8F5D-440C-B33D-38961B85C1ID CC MISC 00088979 2018 TR Prince iamCoun Coun PUBLIC SCHOOLS . Providing A World:Glass Education • CONTRACT MODIFICATION • MODIFICATION #5 ISSUE DATE: October 19, 2018 REFERENCE: Title: On-Line Marketplace for the Purchase of Goods and Services Contractor: Amazon Services LLC Period of Contract: January 18, 2017 through January 18, 2022 - Modify the above referenced contract as follows: 1. Special Provision 10.7, which was added to the parties'contract via Contract.Modification # 1, dated November 17, 2017, is hereby deleted and replaced with the following: 10.7. ADDITION OF BUSINESS PRIME. Contractor's Business Prime Program (currently described here) is hereby added to the Contract. PWCS' access and use of the Business Prime Program will be pursuant to the Business Prime Program's terms and conditions (currently available here). If PWCS chooses not to move forward with a paid Business Prime program, PWCS will be eligible to receive free standard shipping on eligible orders to the extent made available to Amazon Business customers (currently available for eligible purchases over$25 as described here). Except for the changes provided herein, all other terms and conditions of this contract remain unchanged and in full force and effect. 26 , c�� • Anthony E. Crosby, CPPO Purchasing• Supervisor Amazon Services LLC PRINCE WILLIAM COUNTY PUBLIC SCHOOLS oc • 'Signature Signature • P.O.BOX 389, MANASSAS,VA 20108 WWW.PWCS.EDU 703.791.8743, FAX 703.791.8610 ll Revised 7.12.13 Ilecial l Prenti s Wilson VP, Amazon Business Anthony E. Crosby, CPPO Name and Title Purchasing Supervisor October October 23, 2018 23, 2018 Date Date PURCHASING OFFICE DocuSign Envelope ID:F8446656-8F5D-440C-B33D-38961 B85C11 D CC MISC 00088979 2018 TR • • • • P.O. BOX 389, MANASSAS,VA 20108 WWW.PWCS.EDU 703.791.8743, FAX 703.791.8610 Revised 7.12.13 Ilecial I DocuSign Envelope ID:0471 DD66-3E33-4CDD-B42B-2E89D79196FA CC MISC 00054367 2018 TR Prince William Coun PUBLIC SCHOOLS Providing A World-Class Education CONTRACT MODIFICATION MODIFICATION #4 ISSUE DATE: July 11, 2018 REFERENCE: Title: On-Line Marketplace for the Purchase of Goods and Services Contractor: Amazon Services, LLC Period of Contract: January 18, 2017 through January 18, 2022 Modify the above referenced contract as follows: 1. The parties hereby acknowledge that Contractor has recently updated the Amazon Business Accounts Terms and Conditions ("Terms and Conditions"), which are incorporated by reference to the parties'Contract and currently available at https://www.amazon.com/qp/help/customer/display.html/ref=b2b 250 tc?nodeId=201613180. The parties hereby agree that pursuant to current Section 10 of the Terms and Conditions, (entitled "MODIFICATIONS"), the parties will no longer modify this Contract to account for future changes to Contractor's Business Accounts Terms and Conditions. Except for the changes provided herein, all other terms and conditions of this contract remain unchanged and in full force and effect. C(A- trit0/1/3 Ce. C&Ie040:7 Anthony E. Crosby, CPPO. Acting Supervisor of Purchasing Amazon Services,LLC PRINCE WILLIAM COUNTY PUBLIC SCHOOLS ,-DocuSigned by: DocuSigned by: �? M ALUM,M, lit at9 .frost l Bran Uf e3F439... figer2O05C49B._. . Prenti s Wi 1 son VP, Amazon Business Anthony E. Crosby, CPPO Name and Title Acting Supervisor of Purchasing July 20, 2018 July 17, 2018 Date Date PURCHASING OFFICE P.O.BOX 389, MANASSAS,VA 20108•WWW.PWCS.EDU •703.791.8743, FAX 703.791.8610 Revised 7.12.13 IeciaI DocuSign Envelope ID:B8AB262A-C752-45A5-81 ED-70E5A94670DE CC MISC 00017679 2018 TR PrinceWilhiamCoun PUBLIC SCHOOLS Providing A World-Class Education ® CONTRACT MODIFICATION . MODIFICATION #3 . ISSUE DATE: March 7, 2018 REFERENCE: • , Title: On-Line Marketplace for the Purchase of Goods and Services Contractor: Amazon Services LLC Period of Contract: January 18, 2017 through January 18, 2022 Modify the above referenced contract as follows: . 1. Add the following to the General Terms and Conditions under 3. Debarment Status: 3.1. Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide Excluded Parties List System in the System for Award Management (SAM), in accordance with the OMB.guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR.Part 1986 Comp., p. 189) and 12689 (3 CFR Part 1989 Comp., p. 235), "Debarment and Suspension." The Excluded Parties List System in SAM contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Except for the changes provided herein, all other terms and conditions of this contract remain unchanged and in full force and effect. il?it7.' ' Jim Tatty, CPPO, C.P.M. Supervisor of Purchasing Amazon Services LLC PRINCE WILLIAM COUNTY PUBLIC SCHOOLS DocuSigned by: DoeuSlgned by: emu, Sim Nty 6• 4F4C6... ' ,...9147.... Anne Rung Di rector Jim Totty, CPPO, C.P.M. Name and Title Supervisor of Purchasing March 28, 2018 March 27, 2018 PURCHASING OFFICE P.O.BOX 389, MANASSAS, VA 20108•WWW.PWCS.EDU •703.791.8743,FAX 703.791.8610 Revised 7.12.13 legal DocuSign Envelope ID:B8AB262A-C752-45A5-81 ED-70E5A94670DE CC MISC 00017679 2018 TR Date Date • PURCHASING OFFICE P.O.BOX 389, MANASSAS,VA 20108 •WWW.PWCS.EDU •703.791.8743, FAX 703.791.8610 l Revised 7.12.13 legal DocuSIgn Envelope ID:2A5516E8-53F8-4234-8072-6A939D21982A CC M1SC 00005512 2018 TR Prince WilliamCoun `.� PUBLIC SCHOOLS , Providing A World-Class Education �. CONTRACT MODIFICATION MODIFICATION #2 ISSUE DATE: January 19, 2018 REFERENCE: Title: On-Line Marketplace for the Purchase of Goods and Services Contractor: Amazon Services, LLC Period of Contract: January 18, 2017 through January 18, 2022 Modify the above referenced contract as follows: 1. All references in the Contract to free two-day shipping on orders of$49 or more are hereby deleted. Except for the changes provided herein, all other terms and conditions of this contract remain unchanged and in full force and effect. L.A112.c707y Jim Totty, CPPO, C.P.M. Supervisor of Purchasing Amazon Services, LLC PRINCE WILLIAM COUNTY PUBLIC SCHOOLS QonuSigned by--:11 egme F439... istgna t re '..— Prenti s Wi 1 son VP, Amazon Business („1/ Im Totty. CPPO. C.P.M. Name and Title Supervisor of Purchasing January 26, 2018 1 r.. Date Date PURCHASING OFFICE P.O.BOX 389,MANASSAS,VA 20108•WWW.PWCS.EDU•703.791.8743,FAX 703.791.8610 Revised 7.1113 F;i1 DocuSign Envelope ID:C23284C6-DE04-4C8D-B382-C79987D977DE3 DocuSlgn Envelope ID:5777111E-943F 4CE1-AB66•F2C871C29C49 CC MESC 00047423 2017 TR Prince William Coun • ' PUBLIC - 5 C la A•.4L S Providing A World-Class EdneaKau CONTRACT MODIFICATION MODIFICATION#1 ISSUE DATE: November 17, 2017 REFERENCE: Title: On-Line Marketplace for.the Purchase of Goods and Services Contractor. Amazon Services LLC Period of Contract January 18,2017 through January 18, 2022 Modify the above referenced contract as follows: 1. The following states may now use the contract: Hawaii, Vermont and Maine. • 2. Date corrections on the Memorandum of Negotiations are as follows: • • Change the date on PWCS General Terms and Conditions header from December 16,2016 to January 19,2017. All terms and conditions remain the same. • • Change the contract term expiration date from December 31,2021 to January 18; 2022. • The renewal options remain the same. • Section d.,latest Amazon's Business Accounts Terms and Conditions, per attachment, dated November 15, 2017. 3. Add the following Special Provision: 10.7. ADDITION OF BUSINESS PRIME SHIPPING. Contractor's Business Prime Shipping . 1, Program(currently described here)is hereby added to the Contract. PWCS may enroll in and access the Business Prime Shipping Program's benefits at no charge during a limited promotional period, commencing on January 1, 2018 and ending on December 31,2018. PWCS'.access and use of the Business Prime Shipping Program will be pursuant to the Business Prime Shipping Program's terms and conditions (currently available here). • • j PURCHASING OFFICE • • P.O.BOX 389,MANASSAS,VA 20108• GS.EDU•703.701.8743,FAX 703.791.8610 • R4v17H1 7,1113 DocuSign Envelope ID:C23264C6-DE04-4C8D-B382-C79987D877DB • DocuSign Envelope ID:5777111E-P43F-40E1-A1368-F2C871C28C49 CC MISC 00047423 2017 TR Except for the changes provided herein, ail other terms and conditions of this contract remain • unchanged and in full force and effect. V Vi�ii l Jim Tatty, CPPO, C.P.M. Supervisor of Purchasing Amazon Services LLC PRINCE IAM COUNTY PUBLIC SCHOOLS (—DncuSI nedby: II ug 3F439... Prentis Wilson VP, Amazon Business Jim Totty.CPPO, C.P.M. Name and Title Supervisor of Purchasing 1. November 28, 2017 // // 7 Date Date • fj PURCHASING OFFICE P.O.BOX 389,MANASSAS,VA 20108• }+ CS.EDU•703.791.8743,FAX 703.791.8610 Revised 7.1213 . -ea • Amazon.com Amazon Business Accounts Terms & Conditions • Amazon Business Accounts Terms & Conditions, • • Last updated November 15,2017. 'l'hese terms and conditions ("Terms")govern your access to and use of a set of features,services, and functionality on Amazon.com for registered business customers to purchase products and use services for business purposes ("Amazon Business"). These Terms constitute an agreement between Amazon Services LLC and/or its affiliates ("Amazon," "we," "us," or"our") and the entity you represent("you"), Please note that your use of Amazon Business is also governed by Amazon's . Conditions of Use and the Amazon.com Privacy Notice, as well as all other applicable terms, conditions,policies, limitations, and requirements on the Amazon.com website, all of which (as changed over time) are incorporated into these Terms. Capitalized terms have the meanings given to • them in these Terms or the Conditions of Use. 1.REGISTRATION • • An organization has a Business Account with Amazon once an individual associated with the organization registers the business and creates the first business user account associated with that organization.That individual can invite others to be part of the organization's Business Account.Each additional user that purchases or otherwise acts on behalf of the business and joins the organization's Business Account must create a new business user account that is part of and associated with the organization's Business Account.Business Accounts and business user accounts are intended for businesses and business-related organizations and may be used solely for business purposes. To create a business user account, users must use a valid email address. Unless explicitly permitted, a user may • .only create one account per email address. If a user creates a business user account using the email • address and password connected to an existing Amazon customer account,the user must either(a) change the email address and password associated with the existing account, or(b) if the user wishes to have only one account,convert the existing account into a business user account(which May make business user account information visible to others as described in Section 2). Once you complete the Business Accountregistration and verification process,your organization will be registered with Amazon. 2. ACCOUNT MANAGEMENT • • You arc responsible for all activities that occur under your organization's Business Account and any . associated business user accounts, regardless of whether the activities are undertaken by you,your employees or a third party(including your contractors or agents). Except to the extent caused by our breach of these Terms,we and our affiliates are not responsible for unauthorized access to your Business Account or business user accounts. You arc solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your Business Account or associated business user accounts in accordance with these Terms)and are solely responsible for any use or action taken under your password. You will contact us immediately if you believe an unauthorized third party may be using your Business Account or associated business user accounts or if your Business Account or any business user • . account information is lost or stolen. You are responsible for ensuring that all users affiliated with your organization's Business Account are aware of and comply with these Terms. We may give users the ability to invite other individuals affiliated with your organization to create business user accounts that are associated with the.organization's Business Account and purchase, approve or act as an administrator on behalf of your organization. Administrators have the ability to invite other users to join the Business Account and to administer, manage, or close business user accounts. You will be responsible for all actions taken by Business Account users. You acknowledge that users may have access to information from your Business Account and associated business user accounts, such as shipping addresses,payment methods, and order history. Administrators are responsible for inviting only people affiliated with, and authorized to act on behalf of,your organization to create a business user account that is associated with your orga.nization's Business Account. Any user designated as an administrator will have similar capabilities to manage Business Account features and invite new users to purchase, approve or act as an administrator on behalf of your organization. You agree that Amazon is not responsible for, and will have no liability arising from,the disclosure of the information of your organization or any associated business user accounts to any user associated with your organization. If any user with a business user account that is associated with your Business Account leaves your organization or is no longer authorized to purchase, approve or otherwise act on behalf of your organization,you are solely responsible for contacting Amazon through tools we designate to have that user's business user account closed,disabled or removed from the organization's Business Account. Amazon disclaims all liability for, and you are solely responsible for, any actions taken or purchases made prior to closing,disabling or removing the user's business user account from the organization's Business Account.Please review our Amazon Business Help carefully for more information on the effects of disabling or removing a business user account from your organization's Business Account. Please note that a business user account that is removed is converted back into a personal account,with the individual able to access order history for purchases made using an individual payment method while associated with the organization's Business Account. If you, as an individual user, create a business user account that is associated with an organization's Business Account, you acknowledge and consent that your organization and designated individuals acting as administrators have full access to and authority over(a)your business user account(with the ability to close or disable your business user account or remove it from the,husiness and convert it into a personal account),and(b) details from your business user account, such as,and not limited to: order history, addresses, payment details, and other personal information associated with your business user account. By creating a business user account that is associated with an organization's • Business Account,you,as an individual user, consent to sharing this information with your organization and its designated representatives and agree to release Amazon for any and all liability for any or your business user account information provided to or used by your organization, the administrator(s)of your organization,and any other users associated with your organization. If you order a product using an individual payment method (e.g., personal credit card) and you or your administrator requests, and Amazon provides, a replacement of this item,you consent that we may charge any eligible payment method we have on record for your business user account for any replacement product sent to your business if the original product is not returned within 30 days of you • or your administrator's request for replacement. 3.BUSINESS AND ORDER VERIFICATION . • We may use the business name, address,taxpayer ID#and any other information you provide about your organization or users or that we may request or determine is necessary to verify accuracy and . eligibility for Amazon Business. We may make, directly or through third parties, inquiries to validate information that you provide to us. We may accept or refuse use of Amazon Business at our discretion and may modify purchasing rights or privileges at any time. We may share any information or . documents you provide with third-party sellers that offer certain Amazon Business features for . verification'purposes, Certain products require licensing, certification or other credentials to purchase them.To purchase such products, you must provide us with a valid license,certification or other credentials (collectively, the"Credentials"), as determined in our sole discretion. We may use information you provide,as well as information relating to your account such as your business name and address,to verify the • Credentials, and we may request additional information from you to assist in that verification. We may, in our sole discretion and at any time, suspend or terminate your ability to purchase such products. • • 4.THIRD PART' SERVICE PROVIDERS • Amazon Business may enable third party service providers("providers")to integrate with Amazon • Business. If you choose to use such a provider in connection with your Business Account,you authorize Amazon to disclose to the provider account information, including,without limitation, information regarding you,your Users,your employees or agents, and your and your User's orders. • You acknowledge this information will be governed by the provider's privacy,data and security • policies. You and your Users.consent to Amazon's sharing this information with the provider and agree that Amazon is not responsible for and will have no liability arising from Amazon's disclosure • of, or any provider's use of,this information. • Amazon is not responsible for any services provided by the provider. You are responsible for the approvals of Amazon orders, verification of shipping addresses and any disputes regarding orders, and you agree that Amazon will have no liability arising in any way from your use of the provider, including, but not limited to, any unauthorized charges you or your employees or agents incur. 5.REPRESENTATIONS,WARRANTIES AND COVENANTS • You represent,warrant and covenant that: (a)you are using Amazon Business for business purposes and you agree that you will not purchase any products from Amazon.com for individual,personal;family or household use; (b)your organization is duly organized,validly existing and in good standing in the jurisdiction in . which your organization is registered; (c)the individual entering into these Terms on behalf of your organization has all necessary legal authority to bind you to these Terms; • (d)you have all requisite right, power;and authority to enter into these Terns,perform your obligations, and grant the rights and authorizations in these Terms; • (e) any information provided or made available by you to Amazon or its affiliates is at all times accurate and complete; (f)you and all your subcontractors and agents will comply with all applicable laws, rules,regulations, codes, orders and other requirements of governmental agencies("Laws") in your performance of your • obligations and exercise of your rights under these Terms and with your purchase and use of any - products from Amazon.com; • (g)all users who use business features or purchase on behalf of your organization are authorized to do so and all purchases made by these users are authorized purchases of your organization; (h)any Credentials, and all documentation or other information you provide to us to validate such Credential,are accurate, complete and reflect your Credential status,and that you will provide updates,additional Credentials or supporting information as required to ensure all such documentation or information remains up-to-date at all times; • (i)the provision to Amazon of any Credentials and related information, any delegation of purchasing authority under any Credentials and all purchases made using the Credentials arc with the authority of the Credential holder; (j)you will only purchase products requiring Credentials as permitted under any Laws and within the scope of any Credential you provide; • (k) if your Business Account has a tax exemption certificate associated with it,any tax exempt purchase made from business user accounts are paid for with the organization's funds; (1) unless authorized by Amazon,you will not use any product purchased from Amazon.com in connection with, or to fulfill, a federal,state, or local government contract or subcontract, if doing so could subject Amazon to any term, condition, obligation or other provision different from or in addition to the provisions of these Terms; (m)you will use any products purchased from Amazon.com as intended by the manufacturer and in compliance with all product information provided by the manufacturer; (n)your purchase of products from us will not, either by your export of those products,your sale or use of those products,your legal status or otherwise,cause us to violate any Law; (o)you are not an agent of Amazon and agree to comply with the applicable provisions of the Foreign • Corrupt Practices Act. You are not on, or associated with,any person or entity on any of the blocked, denied or debarred persons and entities lists maintained by the U.S. Department of Commerce's Bureau of Industry and Security,the U.S. Department of the Treasury's Office of Foreign Assets Control or the U.S. Department of State's Directorate of Defense Trade Controls (collectively, "Denied Persons Lists"); or subject to a denial order issued by the U.S.Department of Commerce. You agree(i)not to export any product to any entity or person within any country subject to United • . States economic sanctions or embargoes without obtaining prior authorization from the United States government,(ii) not to export or provide items to persons that are ineligible under United States Law to receive those items, including but not limited to persons on any Denied Persons List,and (iii)that any products purchased by you will not be used, or made available to a third party for use, in any activities directly or indirectly related to Weapons of Mass Destruction(WMD) proliferation activities;and (p) you agree to comply with the Healthcare Disclosure Policies if you purchase products that are • reimbursable under Medicare,Medicaid, or other federal or state healthcare programs. • 6. LICENSE Subject to your compliance with these`l'erms and your payment of any applicable fees,Amazon or its content providers grant you a limited,non-exclusive, non-transferable; non-sublicensable license to access and use Amazon Business solely in accordance with these Terms. This license does not include the right to resell any Amazon Business feature; any collection and use of any product listings, descriptions, or prices;any derivative use of Amazon Business; any downloading or copying of • Amazon Business information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools.All rights not expressly granted to you in these Terms are reserved and retained by Amazon or its licensors, suppliers,publishers,rightsholders, or other content providers.No feature or part of Amazon Business may be reproduced, duplicated, copied, sold,resold, or otherwise exploited for any commercial purpose without express written consent of Amazon.You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images,.text,page layout, or form) of Amazon without express written consent. You may not use any meta tags or any other"hidden text" utilizing Amazon's name or trademarks without the express written consent of Amazon. You may not misuse Ammon . Business. You may use Amazon Business only as permitted by law. The licenses granted by Amazon terminate if you do not comply with these Terms. 7. IN.I)EMNIFICATION You agree to indemnify, defend and hold harmless us and our affiliates, and our and their respective officers, directors, employees,representatives and agents against any loss, claim,damage, settlement, cost, expense,tax or other liability (including, without limitation, reasonable attorneys' fees) (each a "Claim")arising from or related to(a)any breach of the Terms, (b) any unlawful or improper use by • anyone of any product ordered by you;or (c)your negligence or willful misconduct. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us,we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior-written consent,which may not be unreasonably withheld. 8.PRODUCT INFORMATION; PRODUCT COMPLIANCE AND SUITABILITY We recommend that you do not rely solely on the information presented on our wehsite. Please always read labels,warnings and directions provided with the product before use.Amazon does not guarantee compliance or suitability of products with any Laws, nor does Amazon accept responsibility for installation and/or use of a product. It is your responsibility to review the product application and all applicable Laws for each relevant jurisdiction to he sure that the installation and/or use involving the products comply with applicable Laws. 9.AMAZON.COM SITE AND FEATURES 9.1 SELLER CREDENTIALS. Any diversity, industry and other certifications made available to you are provided by third-party sellers on Amazon.cotn and have not been independently verified by Amazon. You should carefully review and validate any certifications and supporting information that you use to make your purchasing decisions.We take no responsibility and assume no liability for any certifications or supporting information provided by third-party sellers. 9.2 BUSINESS PRICING. We may provide you access to discounts for business customers. In these instances,the available price on the detail page will reflect this discount. You agree that any business • pricing or discounts that Amazon provides to you are the confidential and proprietary information of Amazon. You agree not to manually copy or use any data mining, scraping or similar data gathering and extraction tools with respect to such pricing or discounts. If you have negotiated pricing with a • supplier and choose to have pricing that is specific to you available on Amazon Business,you acknowledge and agree that we may share sales information regarding products purchased by you at these prices with the applicable supplier(including any business or shipping addresses). You acknowledge that we may share contact information for your organization's administrator or other applicable employees with the supplier in connection with this pricing. 9.3 LIVE EXPERT. Our LiveExpert service connects you directly with manufacturers' agents so you can ask technical and product related questions via chat, email, or phone.Product support agents are employed by the manufacturer and not Amazon. We record your communications with manufacturers' agents to monitor the quality of these communications. Any questions you ask or suggestions you provide may be used by Amazon for any purpose. We recommend that you not share any customer identifying information with manufacturers' agents to protect the privacy of your information..You acknowledge that all information and answers are"provided by the applicable manufacturer, and that Amazon is not responsible for, and disclaims any liability related to, any • content provided by any manufacturer. 9.4 GIFT CARDS.All purchases and redemptions of Amazon.com Gift Cards("Gift Cards") arc subject to the terms and conditions at http:,rwww.amar_on.comlge-leeal ("Gift Card Terms").You may only distribute Gift Cards purchased through a Business Account or associated business user accounts as part of your employee or customer incentive, loyalty, rewards, recognition, or gifting program in the United States(each a"Loyalty Program"). You may not imply that Amazon is associated with any Loyalty Program or use Gift Cards in any unsolicited communications. You may not use or distribute any intellectual property of Amazon in connection with any Loyalty Program. You may not resell or transfer Gift Cards for value or permit fees to he charged for a Gift Card. You may not permit Gift Cards to be used for internal use. You may not purchase or redeem, or suggest or direct that recipients use or redeem Gift Cards through the Amazon Associates Program. You may not purchase more than$10,000 in Gift Cards per day through your Business Account(including all associated business user accounts).You must ensure that your Loyalty Program complies with these • .restrictions and the Gift Card Terms. Amazon reserves the right, in its sole discretion,to reject orders or prohibit advertisement, offer,or distribution of Gift Cards in any location, in any manner, and by any individual or entity. • 9.5 KINDLE CONTENT PURCHASES FOR OTHERS.We may enable you to purchase digitized content from the Kindle Store for others through your Amazon Business account.All redemptions of . digitized content purchased from the Kindle Store, such as books ("Kindle Content"),arc subject to the Kindle Store Terms of Use. Each copy of Kindle Content you purchase may only be redeemed by a single Amaznn.corn user account and cannot be revoked or transferred by you after redemption. You.may not resell the Kindle Content redemption links or any other entitlement to the Kindle Content.If we terminate your access to Amazon Business or you otherwise violate these Terms, we may disable any unredeemed Kindle Content that you have purchased. 10.DLSCLAIMER AMAZON MAKES NO WARRANTY OR REPRESENTATION CONCERNING THE • ACCURACY OF PRODUCT INFORMATION PROVIDED AND O1JR SOLE LIABILITY FOR ANY LOSSES OR DAMAGES BY YOU ARISING FROM ANY INACCURACY IN THE PRODUCT INFORMATION WILL BE LIMITED TO REIMBURSEMENT OF THE PRICE PAID FOR THAT PRODUCT. AMAZON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMP[.[.1-;D, • INCLUDING,BUT NOT LIMITED To, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGI ITS TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW. AMAZON ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF MISUSE,IMPROPER SEl.ECTTON, IMPROPER INSTALLATION,MODIFICATION, MISREPAIR OR MISAPPLICATION OF THE PRODUCT. 11.LIMITATIONS OF LIABILITY UNDER NO CIRCUMSTANCES WILL AMAZON BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROF'!'I'S THAT RESULT FROM YOUR PURCHASE OF ANY PRODUCTS OR USE OF ANY AMAZON SERVICES ON AMAZON.COM, EVEN IF AMAZON HAS BEEN ADVISED OF TIIE POSSIBILITY OF SUCH DAMAGES. AMAZON'S LIABILITY . IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCT OR SERVICE THAT GIVES RISE TO ANY LIABILITY. 12.ENTIRE AGREEMENT The terms and conditions in these Terms,the Amazon.com Conditions of Use,the Amazon.com Privacy Notice, and any applicable terms, conditions,policies, requirements orlimitations contained on the Amazon.corn website constitute the exclusive and complete agreement between Amazon and you.Amazon will not be bound by, and specifically rejects, any term,condition,obligation, or other provision which is different from or in addition to the provisions of these Terms or which may he in any order,receipt,acceptance, confirmation,correspondence or other document. Any purchase order(PO)number or other internal information particular to your organization that is provided by a user during the purchasing process is provided only for your internal purchase tracking. Amazon doesn't agree to terms, conditions, obligations, or provisions that are different from or added to these Terms and the policies and information on the Amazon.com website. • 13.AGREEMENT CHANGES We may in our discretion change these Terms, Amazon.com's Conditions of Use and Privacy Notice, or any aspect of Amazon Business,without notice to you. From time to time, Amazon may choose in its sole discretion to add or remove benefits or features of Amazon Business. If any change to these Terms is found invalid,void, or for any reason unenforceable,that change is severable and does not affect the validity and enforceability of any remaining changes or conditions. YOUR CONTINUED USE OF AMAZON BUSINESS AFTER WE CHANGE THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES.IF YOU DO NOT AGREE TO ANY CHANGES, YOU MUST•CANCEL YOUR BUSINESS ACCOUNT AND BUSINESS USER ACCOUNT. • 14.TERM;TERMINATION BY US The term of these Terms will begin on the date you click to accept it and will continue until you or we terminate it. We may terminate these Terms and access to your Business Account, business user account or use of any business features at our discretion with or without notice. You arc entitled to terminate these Terms by giving us notice and closing your account.Upon termination, all rights and obligations under these Terms will automatically terminate except for any right of action occurring • prior to termination, payment obligations, and obligations that are intended to survive termination, including, without limitation, Sections 4-18 of these Terms. 15.FORCE MAJEURE • We will not be liable for any delays in delivery or failure to perform any of our obligations under these Terms by reasons,events or other matters beyond our reasonable control. . 16. CONFIDENTIALITY; PUBLICITY You will (a)protect and not disclose information made available by us that is identified as confidential or that reasonably should be considered confidential; (b) use this information only for internal purposes and in connection with your use of Business Accounts; and(c) destroy or return all such information to us promptly when the Terms terminate(and, upon request,confirm such destruction in writing).This section covers all confidential information regardless of when you receive it. Unless you have received our express written permission, you will not otherwise use any trademark, service mark, commercial symbol or other proprietary right of ours, issue press releases or other publicity relating to us or these Terms, or refer to us in promotional materials. If authorized,you may only use Amazon trademarks in accordance with the Trademark Guidelines. 17. SUGGESTIONS If you elect to provide or make available suggestions, comments,ideas, improvements,or other feedback or materials to us in connection with or related to Business Accounts(including any related technology), we will he free to use, disclose, reproduce; modify,license,transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. 18. MISCELLANEOUS • Your use of Business Accounts is subject to the disputes and applicable law provisions of the Conditions of Use,which are incorporated by reference. The parties to these terms are independent contractors.These Terms do not create any third party beneficiary rights in any individual or.entity that is not a party to these Terms. You may not assign these Terms,by operation of law or otherwise,without our prior written consent. Subject to that restriction,these Terms will be binding on, inure to, and he enforceable against the parties and their respective successors and permitted assigns. We may perform any of our obligations or exercise any of our rights under these Terms through one or more of our affiliates. Our failure to enforce your strict performance of any provisions of these Terms will not constitute a waiver of our right to enforce such provisions or any other provision of these Terms subsequently. If any provision of these Terms is deemed unlawful,void, or for any reason unenforceable,then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. In the event o f any conflict between these Terms and the Conditions of Use,these Terms will prevail. -- , Cart Your Account I-Click Settings List& Registry • Find a List or Registry Sign Out Help Home Legal Teiins